Terms of Service

How you accept these Terms. Companies and Agents accept these Terms by ticking the "I agree to the Terms of Service and Privacy Policy" checkbox during account registration on the Dashboard, before any Company Account or Agent Account is activated. Tippers accept these Terms by tapping or clicking the button that submits a Tip in the Tipping Flow, beneath or beside which clear notice is displayed that doing so confirms acceptance of these Terms and the Privacy Policy. Website Visitors accept these Terms by continuing to use the Website after notice of these Terms is provided. TipTap records each acceptance with a timestamp and the version of these Terms in force at that time, and may produce that record as evidence of acceptance.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and references to "you" mean both you personally and that organization.

The following defined terms apply throughout these Terms.

• Agent means an individual customer support agent who has registered with TipTap to receive tips through the Service in connection with their work for a Company.

• Agent Account means an Agent's account on the Dashboard, including the linked Stripe Connect account.

• AUP means the Acceptable Use provisions in Section 9.

• Commission means the fee TipTap retains on each tip, currently set at ten percent (10%) of the gross tip amount.

• Company means a business entity that has integrated the Service with its helpdesk to enable its customers to tip its support agents.

• Company Account means a Company's account on the Dashboard.

• Helpdesk means a third-party customer support platform (such as Zendesk, Intercom, Freshdesk, or Gorgias) that a Company connects to the Service.

• Service has the meaning given in Section 1.

• Stripe means Stripe, Inc. and its affiliates, the payment processor used by TipTap.

• Stripe Connected Account means the Stripe Connect connected account that each Agent and, where applicable, each Company must maintain in order to receive funds through the Service.

• Tip means a discretionary, non-refundable payment made by a Tipper to an Agent through the Service.

• Tipper means an end customer of a Company who leaves a Tip through the Tipping Flow.

• Website Visitor means any person who browses the Website without creating an account.

You must be at least 18 years old to use any part of the Service. We do not knowingly permit anyone under the age of 13 to use the Service, in compliance with the U.S. Children's Online Privacy Protection Act (COPPA), and we do not direct the Service to minors.

To create an Agent Account, you must additionally be eligible to onboard with Stripe Connect, which currently supports residents and businesses of approximately forty-six (46) countries. Tippers may pay from any country where Stripe accepts payment.

You may not use the Service if applicable law prohibits you from doing so, if you appear on a U.S. or other applicable sanctions list, or if your TipTap account has previously been terminated for cause.

TipTap is a business-to-business software-as-a-service platform that enables Tippers to leave discretionary tips for Agents who have resolved their support requests. TipTap provides the technology that connects Companies, Agents, and Tippers, and that orchestrates the flow of funds through Stripe.

To make TipTap's role clear:

• TipTap is a technology platform.

• TipTap is not a payment processor. Stripe is the payment processor.

• TipTap is not a money transmitter and does not hold, transmit, or take custody of Tipper or Agent funds.

• TipTap is not the employer, contracting principal, staffing agency, labor intermediary, or independent-contractor counterparty of any Agent. Any employment or service relationship an Agent has is with the Company that integrates the Service. TipTap does not engage Agents to perform any work for TipTap, does not direct an Agent's work, does not set, fix, or guarantee any wage, rate, or floor for Tips, and does not supervise, evaluate, schedule, or instruct any Agent.

• TipTap is not a party to the underlying support transaction between a Tipper and a Company, and is not responsible for the quality of customer support, the resolution of any ticket, or any refund, return, or warranty obligation owed by a Company to its customer.

The Service is provided to Companies free of charge. TipTap is compensated solely through the Commission on Tips, as described in Section 6.

The Service is used by four categories of people. The provisions in this Section 5 apply in addition to the rest of these Terms. Where a person belongs to more than one category (for example, a Company employee who is also an Agent), all relevant subsections apply.

5.1 Website Visitors. If you visit the Website without registering for an account, the following sections of these Terms apply to you: 1, 2, 3, 9, 10, 12, 13, 16, 17, 18, 19, and 20, together with the TipTap Privacy Policy. By using the Website you also accept our use of cookies and similar technologies as described in the Privacy Policy.

5.2 Companies.

5.2.1 Account creation. A Company creates a Company Account by registering on the Dashboard, identifying an administrator, and integrating one or more supported Helpdesks. The administrator must have authority to bind the Company.

5.2.2 Helpdesk integration. The Company authorizes TipTap to connect to the Helpdesk through the Helpdesk's API or app store integration, to detect ticket-resolution events, and to read the data needed to invite Tippers to leave a Tip and to attribute the Tip to the correct Agent. The Company is responsible for maintaining the Helpdesk subscription and for the accuracy of agent identity and contact information in the Helpdesk.

5.2.3 Agent enrollment. The Company is responsible for ensuring that Agents enrolled in the Service have been informed of the Service, have been given a fair opportunity to opt in or out, and are participating consistent with applicable employment, labor, and gratuity laws in their jurisdiction. The Company represents that it has the right to invite each Agent to use the Service.

5.2.4 No cost to Companies. TipTap is free for Companies. The Company is not charged a subscription fee, integration fee, or per-Tip fee. TipTap is compensated through the Commission deducted from each Tip.

5.2.5 Company conduct. The Company will not (a) condition refunds, returns, or favorable resolutions on the leaving of a Tip; (b) coerce, instruct, or incentivize Tippers to leave Tips; (c) require Agents to share Tips with the Company or with other Agents in a manner inconsistent with applicable law; or (d) use Tip volume as the sole or principal basis for compensation, promotion, or discipline.

5.2.6 Company Agreement. A Company may execute a separate written Company Agreement (including a Data Processing Addendum) with TipTap. In case of conflict between such a Company Agreement and these Terms, the Company Agreement controls for the signing Company.

5.3 Agents.

5.3.1 Account creation. An Agent creates an Agent Account by registering on the Dashboard and completing Stripe Connect onboarding. Stripe collects and verifies the identity information it requires for Know Your Customer (KYC) and other compliance purposes. TipTap does not collect or store Agent bank account numbers; payout details are held by Stripe.

5.3.2 Eligibility to receive tips. An Agent must (a) be at least 18 years old, (b) be eligible to onboard with Stripe Connect in a supported country, (c) provide accurate registration information, and (d) operate a valid Stripe Connected Account in good standing throughout the term of use.

5.3.3 TipTap is not a counterparty to the Agent. The Agent acknowledges and agrees that:

• TipTap is not the Agent's employer, contracting principal, independent-contractor counterparty, agency, principal-agent counterparty, staffing firm, labor intermediary, gig-economy platform contractor, or similar counterparty in any form. No employment, independent contractor, agency, partnership, joint venture, secondment, or similar relationship of any kind exists or is created between TipTap and the Agent by these Terms or by use of the Service.

• TipTap does not engage the Agent to perform any service for TipTap. Any work the Agent performs is performed for the Company, not for TipTap, and any employment or service relationship the Agent may have is with the Company.

• Tips are voluntary gratuities paid by the Tipper to the Agent. TipTap is not the source of any Tip, does not pay any Tip, and does not compensate the Agent. TipTap's only role in the flow of funds is to operate the technology platform through which Tippers may direct payment to Agents via Stripe.

• TipTap does not direct or control the manner, means, methods, schedule, hours, location, equipment, customers, or output of the Agent's work; does not set, guarantee, floor, or cap any rate of pay or Tip amount; and does not supervise, evaluate, discipline, or instruct the Agent.

5.3.4 Payouts. Tips paid to an Agent settle into the Agent's Stripe Connected Account. TipTap, as the Stripe Connect platform, configures the payout parameters on each Agent's Stripe Connected Account, and the Agent cannot change them through Stripe. The current parameters are:

• a seven (7) day payout delay from the date the underlying Tip is charged, before funds become available for payout; and

• a monthly payout schedule for the disbursement of available funds to the Agent's linked bank account, on a fixed day of each calendar month set by TipTap.

TipTap may change these parameters in its discretion, including in response to risk, fraud, regulatory, or operational considerations, and will provide reasonable notice of any change that is not required for urgent legal or security reasons. Payouts remain subject to Stripe's terms and to any holds Stripe places for risk or compliance reasons, and to the chargeback and clawback mechanics in Section 7.

5.3.5 Negative balance. If chargebacks, refunds, reversals, or other adjustments cause the Agent's TipTap balance to go negative, TipTap may withhold future Tips and apply them against the negative balance until cleared, and may instruct Stripe to recover amounts from any positive balance on the Stripe Connected Account, in each case as described in Section 7.

5.3.6 Account termination. On termination of the Agent Account, the Agent may withdraw any positive balance through Stripe, subject to Stripe's rules and to any outstanding clawback for chargebacks or other reversals.

5.4 Tippers.

5.4.1 No account required. Tippers are not required to create a TipTap account. Tippers interact with the Service only through the Tipping Flow that they reach from a link or invitation sent by or on behalf of the Company.

5.4.2 Tips are voluntary. Tipping is entirely optional. Nothing in the Service requires a Tipper to leave a Tip, and no benefit, refund, return, warranty, or future service from a Company depends on whether a Tip is left.

5.4.3 Authority to pay. By submitting a Tip, the Tipper represents that the payment method used is theirs to use, that they have authority to make the payment, that the Tip is intended as a gratuity for the Agent, and that the Tip is not being made to obtain a refund, a favorable resolution, or any other consideration from the Company.

5.4.4 Non-refundable. Tips are non-refundable once processed. There is no cooling-off period. EU and UK Tippers: at the point of paying a Tip, the Tipper expressly consents to the immediate execution of the Tip and waives any right of withdrawal that might otherwise apply under EU Directive 2011/83/EU (or the implementing law of any Member State), under the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, or under any similar distance-contract or off-premises consumer protection law. The Tipper acknowledges that the Tip is fully performed once the funds are charged.

5.4.5 Optional review for the Agent. The Tipper may, optionally, leave a short written review or message for the Agent in the Tipping Flow. TipTap does not request the Tipper's name, email, or any other identifying information at this step. The Tipper agrees not to include their own or any third party's personal information, contact details, account credentials, or sensitive content in the review, and acknowledges that the review will be visible to the Agent and to the Company. Reviews that violate Section 9 (Acceptable Use) - for example, harassment, illegal content, or content used to condition or influence outcomes - may be removed, and the associated Tip may be withheld or reversed.

5.4.6 No direct collection of Tipper personal information by TipTap. Other than the optional review described in Section 5.4.5 and the technical information described below, TipTap does not collect or store any personal information from the Tipper. In particular, TipTap does not collect or store the Tipper's name, email address, billing address, card number, security code, or bank account information. The Tipper enters all payment information on Stripe's hosted checkout page, where it is collected and processed by Stripe under Stripe's own terms and privacy policy. TipTap receives from Stripe only non-sensitive transaction descriptors needed to record and attribute the Tip. TipTap also does not receive the Tipper's name or email address from the integrated Helpdesk; the post-resolution invitation to leave a Tip is delivered to the Tipper through the Helpdesk's own reply mechanism. TipTap does automatically log technical information (such as IP address, user agent, language, and time zone) on its server when a Tipper visits a Tipping Flow page. No third-party analytics, session-replay, or advertising trackers operate on the Tipping Flow, and no non-essential cookies are set there, as described in the Privacy Policy.

6.1 Stripe as processor. All payments under the Service are processed by Stripe under Stripe's then-current terms, including the Stripe Services Agreement, the Stripe Connected Account Agreement, and Stripe's privacy and acceptable use policies. By using the Service, you agree to Stripe's terms to the extent they apply to you.

6.2 Flow of funds and fees. TipTap uses Stripe Connect destination charges. When a Tipper pays a Tip:

• Stripe charges the Tipper's payment method for the gross Tip (the "Gross Tip").

• The Gross Tip settles to the Agent's Stripe Connected Account.

• Stripe pays TipTap an application fee equal to ten percent (10%) of the Gross Tip (the "Commission"), calculated and rounded as configured in Stripe.

• The Stripe processing fee on the transaction is debited from the Agent's Stripe Connected Account. The Stripe processing fee is therefore borne out of the Agent's share, not out of TipTap's Commission.

• The portion of each Gross Tip that belongs to the Agent - the Gross Tip minus TipTap's Commission, equal to 90% of the Gross Tip - is referred to in these Terms as the "Agent Share". The Agent's actual net receipt on a successful Tip equals the Agent Share minus the Stripe processing fee.

TipTap does not at any point hold the Tipper's funds.

6.3 Currency and exchange. Tips may be charged in the Tipper's local currency where supported by Stripe. Any currency conversion is performed by Stripe at its then-current rates, and any associated conversion fees are governed by Stripe.

6.4 Failed payments. If a payment fails, expires, or is declined by Stripe, the Service treats the Tip as never having been made. No Commission accrues to TipTap and no payout occurs.

6.5 Changes to fees. TipTap may change the Commission rate or introduce new fees on at least thirty (30) days' prior notice under Section 16. No fee change applies retroactively to Tips already processed.

7.1 Disputes and chargebacks defined. A "dispute" arises when a Tipper, the Tipper's card issuer or bank, or a card network formally challenges a Tip through the payment system. A "chargeback" is the reversal of a Tip that occurs if a dispute is ultimately decided against TipTap (a "lost dispute"). Disputes may be opened at any time after a Tip is processed, within the timeframes set by the relevant card network or bank rules.

7.2 Reversal of the transfer on dispute opening. As a risk-management measure, when a dispute is opened on a Tip, TipTap will immediately and automatically reverse the Agent Share for that Tip from the Agent's Stripe Connected Account back to TipTap's platform balance, before the dispute is resolved. For example, on a $10 Gross Tip, the Agent Share is $9 and $9 will be reversed at dispute opening. The Agent's available balance is debited at the moment the dispute is opened, not when it is finally resolved. If the Agent's balance is insufficient, the reversal creates a negative balance on the Stripe Connected Account; TipTap will (a) carry that negative balance forward and apply future Tips against it until it clears, and (b) where necessary, instruct Stripe to recover the shortfall from any other positive balance on the Stripe Connected Account, in each case to the extent permitted by Stripe and applicable law. The Agent expressly authorizes these reversals.

7.3 Outcome of the dispute.

• If TipTap wins the dispute, TipTap will promptly issue a new transfer to the Agent's Stripe Connected Account restoring the Agent Share, less any amounts properly retained under these Terms.

• If TipTap loses the dispute (chargeback finalized), the reversal made under Section 7.2 stands, and the Agent remains responsible for the Agent Share of the reversed Tip. The previously created negative balance, if any, remains and continues to be offset against future Tips until cleared. The Agent acknowledges that the Stripe processing fee originally deducted from the Agent Share at the time of the Tip is not refunded by Stripe when a dispute is lost, and therefore remains a cost borne by the Agent under Section 6.2.

7.4 Effect on TipTap. When a chargeback is finalized against TipTap, Stripe debits the full Gross Tip from TipTap's platform balance (which Stripe then returns to the Tipper through the card network). Because the Agent has been debited only the Agent Share under Section 7.2, the difference - being TipTap's Commission on that Tip - is absorbed by TipTap. TipTap also absorbs the Stripe chargeback dispute fee and will not pass it on to the Agent. The original Stripe processing fee on the Tip was paid out of the Agent Share at the time of the Tip and is not borne by TipTap. TipTap retains its Commission only on Tips that are not subsequently reversed.

7.5 Dispute participation. TipTap and the Agent may submit evidence to Stripe in defense of any dispute. The Agent agrees to cooperate in good faith, including by providing relevant ticket records, communications, and other evidence on reasonable request, and acknowledges that the strength of the evidence directly affects the likelihood of a successful defense. TipTap does not guarantee any particular outcome of any dispute.

7.6 Chargeback abuse. A pattern of disputes or chargebacks against an Agent, whether or not the Agent is at fault, may result in suspension or termination of the Agent Account under Section 15. A pattern of disputes or chargebacks initiated by Tippers from a single Company may result in suspension of that Company integration.

8.1 Agent responsibility. Each Agent is solely responsible for declaring and paying any income, withholding, social security, value added, goods and services, or other taxes due on Tips received through the Service in any jurisdiction.

8.2 Tax forms. Where required, Stripe issues tax forms to Agents in connection with their Stripe Connected Account, including IRS Form 1099-K for U.S. Agents and equivalent forms or filings in other jurisdictions. Agents should access these forms through Stripe.

8.3 No tax advice. TipTap does not provide tax advice. Agents should consult their own tax advisors. Agents are responsible for the accuracy of any taxpayer information provided to Stripe.

8.4 Company responsibility. Companies are responsible for determining and complying with their own tax obligations relating to Tip programs offered to their workforce, including any reporting, withholding, or wage law obligations under applicable employment law. TipTap does not act as a payroll provider or withholding agent.

You agree not to use the Service to:

• engage in fraud, including the use of stolen or unauthorized payment instruments, the creation of fake Tipper or Agent accounts, or the circular movement of funds between accounts under common control;

• launder money or finance terrorism, evade sanctions, or otherwise violate anti-money-laundering or anti-bribery laws;

• coerce, harass, threaten, defame, or stalk any person, or post or transmit unlawful, hateful, sexually explicit, or harmful content through the Service;

• condition or attempt to influence outcomes, including any Tipper conditioning a Tip on a refund, replacement, escalation, favorable resolution, or other consideration from the Company, or any Company or Agent conditioning support quality on the receipt of a Tip;

• reverse engineer, decompile, scrape, or attempt to derive source code from the Service, except as permitted by applicable law;

• probe, scan, or test the vulnerability of the Service, breach any security or authentication measure, or interfere with the operation of the Service;

• introduce malware, denial-of-service traffic, or any other code or content designed to disrupt the Service;

• use the Service to compete with TipTap, including by replicating, benchmarking, or building a similar product;

• violate any applicable law or third-party right, including intellectual property and privacy rights.

We may investigate suspected violations, freeze Tips during investigation, suspend or terminate accounts, withhold balances pending resolution, and cooperate with law enforcement and regulators. Where we conclude that funds were obtained through prohibited conduct, we may reverse those funds.

10.1 TipTap IP. The Service, including all software, designs, logos, trademarks, content, and documentation, is owned by TipTap or its licensors and is protected by intellectual property laws. Subject to your compliance with these Terms, TipTap grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose.

10.2 User content. You retain ownership of any content you submit through the Service, such as account information, branding uploaded by a Company, or messages left by a Tipper for an Agent ("User Content"). You grant TipTap a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, and process the User Content as necessary to operate, secure, and improve the Service.

10.3 Feedback. If you provide feedback or suggestions to TipTap, you grant TipTap a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation.

10.4 Trademarks. TipTap and the TipTap logo are trademarks of TipTap LLC. You may not use them without our prior written consent, except for fair use to identify the Service.

10.5 Copyright complaints (DMCA). TipTap respects intellectual property rights and complies with the U.S. Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the "DMCA"). If you believe in good faith that content on the Service infringes a copyright you own or control, you may submit a written notice to TipTap's registered DMCA Designated Agent that includes:

• a physical or electronic signature of the person authorized to act on behalf of the copyright owner;

• identification of the copyrighted work claimed to have been infringed;

• identification of the allegedly infringing material, and information reasonably sufficient to allow TipTap to locate it;

• your name, address, telephone number, and email;

• a statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and

• a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

DMCA Designated Agent: DMCA Agent, TipTap LLC, 407 Lincoln Rd, Suite 8N-420, Miami Beach, FL 33139, USA. Email: legal@tiptap.cx.

On receipt of a notice that substantially complies with the requirements above, TipTap will expeditiously remove or disable access to the allegedly infringing material and notify the user who submitted it. The affected user may submit a counter-notification as set out in 17 U.S.C. Section 512(g). TipTap maintains a policy, in appropriate circumstances, of terminating the accounts of users determined to be repeat infringers.

10.6 Customer reference. TipTap may identify a Company as a TipTap customer and use the Company's name and logo in customer lists, case studies, marketing materials, and on the Website, subject to any reasonable branding guidelines the Company provides in advance. A Company may opt out at any time by sending written notice to legal@tiptap.cx; TipTap will remove the Company's name and logo from new materials within a reasonable period after receipt of the notice, with no obligation to recall, modify, or destroy materials already distributed.

In the course of using the Service, the parties may exchange non-public information that is identified as confidential or that would reasonably be understood as confidential ("Confidential Information"). Each party will protect the other's Confidential Information with at least reasonable care and will use it only as necessary to perform under these Terms. Confidential Information does not include information that is or becomes public other than by breach of this section, was already known without obligation of confidentiality, is independently developed, or is rightfully received from a third party without restriction. A Company that requires fuller confidentiality terms may sign a Company Agreement under Section 5.2.6.

The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, TipTap disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, title, and any warranties arising from course of dealing or usage of trade.

TipTap does not warrant that the Service will be uninterrupted, timely, secure, error-free, or free of harmful components; that any data will be preserved indefinitely; that the Service will be compatible with any particular Helpdesk version or browser; or that the Service will achieve any particular result, including any particular level of Tips for any Agent or Company.

Stripe is an independent third party. TipTap is not responsible for Stripe's services, including any Stripe outage, delay, hold, payout decision, account suspension, KYC outcome, or tax form. Helpdesks are independent third parties and TipTap is not responsible for their availability or behavior.

No service level commitment. TipTap provides the Service without any service level agreement or commitment. No uptime, response time, latency, throughput, or availability target is guaranteed, and TipTap will not be liable for any consequence of unavailability, degraded performance, downtime, or scheduled or unscheduled maintenance of the Service.

Beta and preview features. TipTap may from time to time make available features, integrations, or capabilities that are designated "beta," "preview," "early access," "experimental," or similar ("Beta Features"). Beta Features are provided strictly AS IS and AS AVAILABLE, may contain bugs, errors, or other issues, may be added, modified, suspended, or withdrawn at any time without notice, and may be subject to additional terms presented at the time of access. Use of Beta Features is voluntary and at your own risk. No representation about a Beta Feature's eventual general availability, functionality, or pricing is binding on TipTap.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent any such warranty cannot be disclaimed under applicable law, that warranty is limited in duration to the minimum period and scope required by law.

To the maximum extent permitted by law, in no event will TipTap, its affiliates, officers, directors, employees, contractors, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including damages for lost profits, lost revenue, lost business opportunities, lost goodwill, lost data, or business interruption, even if TipTap has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.

For each user, TipTap's aggregate liability arising out of or relating to these Terms or the Service is capped at the greater of (a) one hundred U.S. dollars (US $100) or (b) the total Commissions TipTap earned from that user's transactions during the twelve (12) months preceding the event giving rise to the claim.

The limitations in this Section 13 do not apply to (i) a party's gross negligence or willful misconduct, (ii) a party's indemnification obligations under Section 14 for third-party intellectual property infringement, or (iii) liabilities that cannot be limited under applicable law. Where local consumer protection law grants you rights or remedies that cannot be waived, those rights and remedies apply notwithstanding this Section 13, but only to the extent required by that law.

You will defend, indemnify, and hold harmless TipTap and its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or relating to (a) your breach of these Terms, including the AUP; (b) your misuse of the Service; (c) your violation of any law or regulation; (d) your violation of any third-party right, including any intellectual property, publicity, or privacy right; or (e) any User Content you submit. TipTap will promptly notify you of any claim and will reasonably cooperate, at your expense, in the defense. You will not settle any claim that imposes obligations on TipTap without TipTap's prior written consent.

TipTap will defend you against any third-party claim alleging that the Service, as provided by TipTap and used in accordance with these Terms, infringes a U.S. patent, registered copyright, or registered trademark, and will pay finally awarded damages or settlement amounts, subject to the limitation of liability in Section 13. This obligation does not apply where the claim arises from (i) User Content, (ii) modifications to the Service made by anyone other than TipTap, (iii) combination of the Service with other products not provided by TipTap, or (iv) continued use of the Service after TipTap has provided a non-infringing alternative.

15.1 Term. These Terms apply for as long as you use the Service.

15.2 Termination for convenience. Either party may terminate by closing the relevant account or, where applicable, by written notice. A Tipper may stop using the Service at any time. A Company may disconnect its Helpdesk integration at any time. An Agent may close the Agent Account at any time, subject to Stripe's rules on the Stripe Connected Account.

15.3 Suspension and termination for cause. TipTap may suspend or terminate any account immediately, with or without notice, for any actual or suspected violation of these Terms, the AUP, the Privacy Policy, or applicable law; for chargeback abuse under Section 7.5; for risk-management or fraud-prevention reasons; or for non-payment by Stripe of amounts owed to TipTap.

15.4 Effect of termination. On termination, your right to use the Service ends. Agents may withdraw any positive balance through Stripe, subject to Stripe's rules and to any clawback for outstanding chargebacks. Sections that by their nature should survive termination will survive, including Sections 2, 7, 8, 10, 11, 12, 13, 14, 16, 17, 18, 19, and 20.

15.5 Service changes. TipTap may modify or discontinue the Service or any part of it at any time. For material reductions in functionality, TipTap will give reasonable advance notice except where legal, security, or fraud-prevention reasons require shorter notice.

TipTap may modify these Terms from time to time. For material changes, TipTap will provide at least thirty (30) days' notice by email to the address on file and by in-product notice on the Dashboard or Website. Non-material changes (for example, clarifications or typographical corrections) may take effect immediately. Changes required for legal, regulatory, or security reasons may also take effect immediately.

If you do not agree to a change, you must stop using the Service before the effective date. Continued use of the Service after the effective date constitutes acceptance of the change.

17.1 Governing law. These Terms and any dispute arising out of or relating to them or to the Service are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules and without regard to the U.N. Convention on Contracts for the International Sale of Goods.

17.2 Binding individual arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or to the Service (a "Dispute") will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, including the AAA's Consumer Arbitration Rules where they apply. The arbitration will be conducted by a single arbitrator. The seat of arbitration is Sheridan, Wyoming, USA, and the arbitration may be conducted by video, telephone, or in writing where appropriate.

17.3 Carve-outs. Notwithstanding Section 17.2, either party may (a) bring a claim in small claims court in a court of competent jurisdiction if the claim qualifies, and (b) seek temporary or preliminary injunctive relief in court to prevent or stop actual or threatened infringement, misappropriation, or violation of intellectual property rights or the AUP.

17.4 Arbitration procedure. Before initiating arbitration, the claimant will send the other party a written notice describing the Dispute and the relief sought at the addresses in Section 20, and the parties will negotiate in good faith for at least thirty (30) days. The arbitrator's award will be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

17.5 Costs and fees. Each party bears its own attorneys' fees and costs, except where the arbitrator awards them as permitted by law. Filing and administrative fees will be allocated as provided in the applicable AAA Rules.

17.6 30-day right to opt out. A new user may opt out of this arbitration agreement by sending written notice to legal@tiptap.cx within thirty (30) days of first accepting these Terms, including the user's name, email, and a clear statement of intent to opt out. Opting out does not affect any other part of these Terms.

17.7 Time limit on claims. To the maximum extent permitted by law, any claim or cause of action arising out of or relating to these Terms or to the Service must be commenced within one (1) year of the date on which the claim accrued, or it is permanently barred. Where applicable law requires a longer minimum limitation period that cannot be waived, that longer period applies.

17.8 Coordinated or mass filings. If twenty-five (25) or more substantially similar arbitration demands are filed against TipTap by, or with the coordination of, the same law firm or group of law firms within a ninety (90) day period, the arbitrations will be batched and resolved under the AAA Mass Arbitration Supplementary Rules then in effect, or any successor protocol the AAA designates for coordinated filings. The parties will work in good faith with the AAA to (a) appoint a process arbitrator to manage bellwether case selection and procedure, (b) stay all individual arbitrations pending the bellwether outcomes, and (c) if the parties cannot resolve the remaining claims after the bellwethers, agree on a fair and efficient resolution protocol consistent with due process. Filing fees and arbitrator compensation in coordinated filings will be allocated as the AAA Mass Arbitration Supplementary Rules provide. Nothing in this Section 17.8 modifies Section 18.

17.9 Local mandatory law. Where the law of your country of residence does not permit binding arbitration of consumer disputes, this Section 17 applies only to the extent permitted by that law, and the remainder of these Terms remain in force.

You and TipTap each agree that any Dispute will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, representative, or private attorney general action or proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. You waive the right to participate in a class action and to a jury trial. If this Section 18 is found unenforceable as to any specific Dispute, that Dispute (and only that Dispute) will be severed from arbitration and brought in the courts identified in Section 17.

19.1 Entire agreement. These Terms, together with the Privacy Policy and any Company Agreement signed under Section 5.2.6, constitute the entire agreement between you and TipTap relating to the Service and supersede all prior or contemporaneous agreements on that subject.

19.2 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, civil unrest, labor disputes, pandemic, failure of utilities or telecommunications, internet or hosting outages, or actions of third parties such as Stripe or a Helpdesk.

19.3 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

19.4 No waiver. A failure to enforce any right under these Terms is not a waiver of that right.

19.5 Assignment. You may not assign these Terms without TipTap's prior written consent. TipTap may assign these Terms in whole or in part, including in connection with a merger, acquisition, financing, sale of assets, or reorganization. Any prohibited assignment is void.

19.6 Notices. Notices to you may be sent to the email address on file or posted in the Dashboard. Notices to TipTap must be sent to legal@tiptap.cx with a courtesy copy to 407 Lincoln Rd, Suite 8N-420, Miami Beach, FL 33139, USA.

19.7 Headings. Section headings are for convenience only and do not affect interpretation.

19.8 No special relationship. The relationship between TipTap and any other party is solely contractual, as set out in these Terms. Nothing in these Terms or in the operation of the Service creates any agency, partnership, joint venture, employment, independent-contractor engagement, staffing, secondment, franchise, or fiduciary relationship between TipTap and any Company, Agent, or Tipper, or among Companies, Agents, or Tippers. TipTap is a technology platform provider; it does not engage any user to perform services on its behalf.

19.9 Third-party beneficiaries. There are no third-party beneficiaries to these Terms.

19.10 Export and sanctions. You will not access or use the Service in violation of U.S. export controls or economic sanctions laws.

19.11 U.S. government end users. The Service is "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Any use by U.S. government end users is governed by these Terms.

19.12 Local consumer rights. Nothing in these Terms limits any non-waivable consumer rights granted by the law of your country of residence. Where local law grants rights that cannot be waived, those rights apply notwithstanding any contrary provision in these Terms.

19.13 Communications consent. By providing TipTap with an email address or mobile phone number, you consent to receive transactional and service-related communications from TipTap at that address or number, including account, security, payout, dispute, and platform-status notifications, by email and, where you have provided a mobile number, by SMS. Standard message and data rates may apply to SMS, and SMS frequency varies based on Service activity. You may opt out of marketing communications at any time using the unsubscribe link in any marketing email or, for marketing SMS, by replying STOP to the message. You may not opt out of essential transactional and legal notices while you continue to use the Service; to stop those, close your account. By providing a mobile number, you also consent to receive autodialed and pre-recorded messages from TipTap to that number for the purposes set out above, where applicable law requires that consent.

For questions about these Terms, or to deliver any legal notice, contact:

• Legal: legal@tiptap.cx

• Privacy: privacy@tiptap.cx

• Support: support@tiptap.cx

• Mail: TipTap LLC, 407 Lincoln Rd, Suite 8N-420, Miami Beach, FL 33139, USA

Version: 1.0