Last Updated: May 16, 2023
Please read these terms of service (the “
Terms of Service”, the “
Public offer”) carefully as it constitutes a legally binding agreement between you and
“Keeptip”. These Terms of Service govern access to and use of the Keeptip’s website located at keeptip.io and any sub-domains used in connection with or related to the same and any future versions (together the “
Keeptip Website”) as well as Keeptip’s mobile applications (the “
Keeptip App”) and any Keeptip proprietary software used in connection with the Keeptip Website or the Keeptip App (the “
Keeptip Software”). Together, the Keeptip Website, the Keeptip App and the Keeptip Software constitute the “
Keeptip Platform”. These Terms of Service also apply to all services provided by Keeptip through the Keeptip Platform (see the definition of “
Keeptip Services” in Section 5 below).
These Terms of Service apply to all Users of the Keeptip Platform, including Users who provide hospitality services to other Users, Users who make payments to Vendors and Merchants, Users who review Goods and Services through the Keeptip Platform, Users who download the Keeptip App and Users who simply view the content available through the Keeptip Website.
If you are using the Keeptip Platform or creating an Keeptip Account (see Section 3 below), for or on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Service. The term “
User”, “
You” or “
Your” refers to the individual or legal entity, as applicable, accessing or otherwise using the Keeptip Platform or the Keeptip Services (as defined in Section 5 below). You acknowledge and agree that the Keeptip Platform and the Keeptip Services are made available to facilitate: (1) the payment of tips and service charges (“Service Payments”) in the hospitality sector; and (2) the submission of guest reviews and ratings of Vendors and Merchants (each as defined in Section 2 below). You understand that the Keeptip Platform and the Keeptip Services facilitate these activities and that Keeptip itself is not a Vendor or a Merchant.
By accessing, browsing and using the Keeptip Platform, you confirm that you have read and accept these Terms of Service. If you do not accept these Terms of Service, then you may not access or use the Keeptip Platform or Keeptip Services.
These Terms of Service are subject to change by Keeptip in its sole discretion at any time and to the fullest extent permitted by applicable law. When changes are made, Keeptip shall make an updated copy of these Terms of Service available on the Keeptip Platform. Keeptip shall also update the “Last Updated“ date at the top of these Terms of Service. If we make any material changes, and you have registered with us to create an account we may also send an e-mail to you at the last e-mail address you provided to us pursuant to these Terms of Service to notify you of such changes and the date they will become effective for you. For Users not registered with us, any changes to these Terms of Service shall be effective immediately after posting notice of such changes on the Keeptip Platform. Keeptip may require you to provide your consent to the updated Terms of Service in a specified manner before further use of the Keeptip Platform and/or the Keeptip Services is permitted. If you do not agree to any change after receiving a notice of such change, you shall stop using the Keeptip Platform and/or the Keeptip Services. Otherwise, your continued use of the Keeptip Platform and/or Keeptip Services shall constitute your acceptance of such change. Please regularly check the Keeptip Platform to view the most current Terms of Service.
1. Keeptip PartiesThese Terms of Service form an agreement between you and “
Keeptip”.
2. Users and Applicable Legal Terms· Definition of Users. The Keeptip Platform facilitates:
(1) the payment of Service Payments;
(2) the submission of guest reviews and ratings of personnel and locations by consumers who use the Keeptip Platform ("Customers") of food, drinks and other products and services (collectively, "Goods and Services") offered by restaurants, salons, hotels and other venues ("Vendors") and the services performed by service providers employed by these Vendors ("Merchants");
(3) User access to Customer reviews and ratings and other content on the Keeptip Platform;
· Keeptip Privacy Policy. Please note that important information about Keeptip’s practices on the collection, use and disclosure of Users’ personal information submitted via the Keeptip Platform is governed by the Keeptip Privacy Policy, the terms of which are incorporated into this Terms of Service. To view our Keeptip Privacy Policy, please see:
https://keeptip.io/policy (the "Keeptip Privacy Policy").
· Additional Terms and Conditions for Keeptip App Users. To the extent the other terms and conditions of these Terms of Service are less restrictive than, or otherwise conflict with, the terms and conditions of this Section, the more restrictive or conflicting terms and conditions in this Section apply, but solely with respect to the Keeptip App if downloaded from the Apple App Store or the Google Play Store. The following additional terms and conditions apply to you if you are using the Keeptip App and have downloaded it from the Apple App Store or the Google Play Store. You acknowledge and agree that:
These Terms of Service are entered into between you and Keeptip. Neither Apple, Inc. ("Apple") nor Google, Inc. ("Google") (collectively, the "Download Providers") are parties to these Terms of Service nor shall they have obligations with respect to the Keeptip App. Keeptip, and not Apple or Google, is solely responsible for the Keeptip App, including any maintenance and support, and the content thereof as set forth hereunder. However, the Download Providers, along with their respective subsidiaries, are third-party beneficiaries of these Terms of Service. Upon your acceptance of these Terms of Service, the Download Provider used to obtain the Keeptip App shall have the right (and shall be deemed to have accepted the right) to enforce these Terms of Service against you as a third-party beneficiary. If Keeptip fails to conform to any applicable warranty, you may notify the Download Provider used to obtain the Keeptip App and they shall refund the purchase price (if any) of the Keeptip App in accordance with their policies, and, to the maximum extent permitted by applicable law, the Download Provider used to obtain the Keeptip App shall have no other warranty obligation whatsoever with respect to the application and, as between the Download Provider used to obtain the Keeptip App and Keeptip, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty is Keeptip’s responsibility. You and us both acknowledge that Keeptip, not the Download Provider used to obtain the Keeptip App, is responsible for addressing any end-user or third-party claims related to the Keeptip App, including, but not limited to: (a) product liability claims, (b) any claim that the Keeptip App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar law. In the event of any third-party claim that the Keeptip App or your possession or use of the Keeptip App infringes on that third party’s intellectual property rights, Keeptip shall be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
3. Keeptip Accounts·
Accurate Information. You represent and warrant that all information supplied by you (or by anyone acting on your behalf) on the Keeptip Platform, including any information provided by you to create an account for use of the Keeptip Platform (an "
Keeptip Account"), or in connection with your use of the Keeptip Services is true, accurate, current and complete.
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Security of Keeptip Accounts. You must keep your Keeptip Account secure and you agree that you shall not disclose your Keeptip Account credentials to anyone. No members of the Keeptip Group shall be liable for any loss or damage arising from your failure to safeguard your Keeptip Account, use a strong password or use a password distinctive to your Keeptip Account. You may browse some parts of the Keeptip Platform without creating an Keeptip Account.
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Discretionary Access to Keeptip Accounts. Keeptip reserves the right to deny your request for an Keeptip Account and to disable or terminate access to any Keeptip Account issued to you at any time in Keeptip’s sole discretion. If Keeptip disables access to an Keeptip Account issued to you, you shall be prevented from accessing the Keeptip Platform and using the Keeptip Services and shall not have access to your Keeptip Account details and other information that is associated with your Keeptip Account.
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Suspension, Term, Termination and Deletion of Keeptip Accounts. Keeptip may suspend or terminate your ability to access the Keeptip Platform, or cease providing you with all or part of the Keeptip Services at any time for any or no reason, including, if we believe: (i) you may have violated these Terms of Service; (ii) you may create risk or possible legal exposure for us; (iii) prolonged inactivity; or (iv) our provision of the Keeptip Services to you is no longer commercially viable. Suspension or termination may also include removal of all or some of the materials uploaded by you. Keeptip may make reasonable efforts to notify you by the e-mail address associated with your account, through the Keeptip Platform or when you next attempt to access your Keeptip Account, depending on the circumstances. You acknowledge and agree that Keeptip may make suspensions and terminations in its sole discretion and that no member of the Keeptip Group shall be liable to you or any third-party for any suspension or termination of your access to, or for the removal of any of the materials uploaded by you to, the Keeptip Platform. Any suspension or termination of such access or removal of such materials shall be in addition to any and all other rights and remedies that Keeptip may have. In case of termination, we may disable your Keeptip Account but retain the disabled Keeptip Account and the information associated for fraud prevention or other lawful purposes.
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Account Deletion and Termination. You may request the deletion of your account by: (1) requesting (by e-mail or through any then-available interface on the Keeptip Platform) that your Keeptip Account be deleted; or (2) ceasing to use the Keeptip Platform and the Keeptip Services and uninstalling and removing all local software components thereof, if any. If you request deletion of your Keeptip Account, we may disable your Keeptip Account but retain the disabled Keeptip Account for fraud prevention or other lawful purposes. You may request termination these Terms of Service at any time by requesting by e-mail (or any then-available interface on the Keeptip Platform) that your Keeptip Account be deleted. Keeptip may terminate these Terms of Service at any time by giving notice to you, at our discretion, by e-mail at your current email address on file with us or through the Keeptip Platform.
4. Licensed Access to The Keeptip Platform and Permitted Use·
License. Subject to your compliance with these Terms of Service, Keeptip hereby grants you a personal i.e., only valid for you, revocable, non-exclusive and non-transferable license to use the Keeptip Platform in accordance with these Terms of Service in the following manner depending on the type of User that you are:
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Customers: you may use the Keeptip Platform to facilitate payments of Service Payments to Service Providers. You may also use the feedback features of the Keeptip Platform to post comments, ratings and reviews of Vendors and Merchants and the Goods and Services they provide;
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Merchants: Customers may use the Keeptip Platform to facilitate making Service Payments to you and you may track Service Payments made to you via the Keeptip Platform by accessing the Keeptip Account;
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Vendors: you may access the Keeptip Platform to: (1) create Keeptip Accounts for Merchants who will use the Keeptip Platform where such Merchants have consented for you to do so on their behalf and (2) review ratings and reviews of Venues and Goods and Services posted by Customers;
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Reservation of Rights. Keeptip retains the right, at its sole discretion, to deny access to anyone to the Keeptip Platform or the Keeptip Services, at any time and for any reason (or no reason at all), including, but not limited to, for violation of these Terms of Service or use other than the Permitted Use. You shall cease and desist from any such access and use of the Keeptip Platform or Keeptip Services immediately upon request by Keeptip.
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Geographic Application of the Keeptip Platform. The Keeptip Platform and/or specific services may not be available at all or any times and in all or any countries. Furthermore, nothing on the Keeptip Platform constitutes an offer or solicitation to buy or sell any product or service.
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Changes to the Keeptip Platform. Keeptip reserves the right to change (or allow a third party to change) any information, material or content contained on or provided through the Keeptip Platform (the "
Content") at any time, and from time to time, without notice.
5. Service Payments, Keeptip Services, Keeptip as agent and customer support·
Keeptip ServicesThrough the Keeptip Platform, Keeptip provides Users with the following services (the “
Keeptip Services”):
o The Keeptip Platform connects Customers, Vendors and Merchants with Payment Processors who may provide payment processing for making and receiving Service Payments under a separate contract;
o Keeptip may provide customer care support to Users;
o Keeptip allows Users to access guest reviews and ratings of Merchants and Vendors submitted by Customers.
Keeptip does not offer payment processing services but connects Users with Payment Processors who may provide such services under a separate contract with Users.
For the avoidance of doubt, no members of the Keeptip Group shall be liable for any transactions between Customers, Merchants or Vendors.
Keeptip may provide products or services to Merchants or Vendors through a separate agreement executed with such parties.
Any Vendor-related information on the Keeptip Platform is content provided by the Vendor and not Keeptip, and Keeptip is not liable for such content.
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Keeptip AccountTo use the Keeptip Platform and most features of the Keeptip Services, Merchants and Vendors are required to successfully create a user account (the "
Keeptip Account") using the Keeptip Platform.
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Making Service PaymentsUsing the Keeptip Platform, a Customer can scan the QR Code provided by a Merchant to make Service Payments to that Merchant via a Payment Processor. After scanning the QR Code, a Customer will be directed to a window requesting that he or she enter the amount of the desired Service Payment. Once a Customer has entered the amount, he or she will have the opportunity to review it. After a Customer reviews and confirms that the amount of the Service Payment is correct, the Customer may proceed to make the Service Payment. A Customer’s payment card will be charged when he or she makes a Service Payment. Once a Customer has made a Service Payment, the Customer shall not be entitled to change or cancel that Service Payment and shall not be entitled to a refund (except where required by mandatory law). If a Customer wishes to amend or cancel a Service Payment for a total or partial refund, the Customer must get in touch with Keeptip via chat, e-mail or the Keeptip support phone line provided on the Keeptip Platform.
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User SupportKeeptip may offer support to Users in respect of issues relating to the Keeptip Services. Users with any problems, questions or suggestions with respect to the Keeptip Platform or the Keeptip Services should contact Keeptip’s customer support team (and not Merchants or Vendors) via chat (preferable), e-mail or phone at the contact information provided on the Keeptip Platform.
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Payment Processing ServicesPayment processing services for the Keeptip Platform are provided by such service providers as Keeptip may choose from time to time (each such service provider, a "
Payment Processor"). Once connected to a Payment Processor, a User will enter into a separate contract for payment processing services with that Payment Processor. Keeptip will not be a party to this contract.
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Price and PaymentPayment of Service Payments must be made with an accepted credit or debit card through the Payment Processors (each such payment, a "
Card Payment"). A Customer will be charged at the time of making a Service Payment. Each Customer consents to the collection and use of his or her information (including, if applicable, personal information) by such Payment Processors as is necessary to process Service Payments. Keeptip reserves the right to add, remove or replace any Payment Processor connected to the Keeptip Platform at any time in its sole discretion. Each Customer agrees that the Payment Processor charge his or her payment card for any Service Payment made. Each Customer is responsible for ensuring that all of his or her billing information is current, complete, and accurate.
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Processing Charges, CurrencyEach Customer agrees that the Payment Processor has the right to add to any Service Payment any processing charges owed under any agreements between Keeptip and its banks and/or Payment Processors. Each Customer further agrees that Service Payments may be debited from such Customer’s bank/card account in a currency other than the one selected if the bank or Payment Processor requires payment in a specific currency or the currency selected by Customer is subject to a mandatory currency conversion. Any payment made in a currency other than the currency of the payment card used may result in additional fees being charged by the payment card provider or the Payment Processor.
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Keeptip and PaymentThere are no setup costs or contracts. There is a fee for each transaction (3% service fee + bank commission depending on the type of payment card). More information about bank commission can be
found here.
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Vendor Services ChargesCertain Vendors may require that a certain amount or percentage (a "
Service Charge") be deducted from Service Payments made to its Merchants. In such cases: (1) the Vendor will receive the Service Charge; and 2) the Merchant will receive the balance of the Service Payment.
6. Software and MerchandisingKeeptip implements the Keeptip Platform with Vendors in one of three ways:
· (1) Free mobile app
Keeptip may provide to the Vendor a free mobile app for use on the Vendor's premises. Such a device uses Keeptip Software to create unique QR-code on invoices. Each Vendor who receives such a device acknowledges and agrees that: (a) such device is owned by Keeptip and provided to the Vendor only for use with the Keeptip Platform; and (b) all intellectual property in any Keeptip Software installed on such device belongs to Keeptip as described further in Section 9 below.
· (2) Merchandising Methods
Where POS Integration or use of a freestanding computer device is not possible or practical, Keeptip may provide a Vendor with printed materials incorporating QR-codes and other information enabling use of the Keeptip Platform. Where such methods are used, each Vendor grants Keeptip a limited license to use its copyright and trademarks solely for the purposes of producing such merchandising materials.
7. No Unlawful or Prohibited UseYou may not, without Keeptip's prior written permission, use the Keeptip Platform, the Keeptip Services or any Content (including any other User’s User Content) for purposes other than the applicable Permitted Use. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to, or attempt to use the Keeptip Platform and/or the Content to:
· "frame", "mirror" or otherwise incorporate the Keeptip Platform, the Keeptip Services or the Content or any part thereof on any commercial or non-commercial website;
· access, monitor or copy any part of the Keeptip Platform, the Keeptip Services or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without Keeptip’s express written permission;
· violate any laws;
· violate the restrictions in any robot exclusion headers on the Content or the Keeptip Platform or bypass or circumvent other measures employed to prevent or limit access to the Keeptip Services or the Keeptip Platform;
· remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the Keeptip Platform or the Content;
· modify or attempt to modify the Keeptip Platform, or any Content or User Content, including any modification for the purpose of disguising or changing any indications of the ownership or that content originates from the Keeptip Platform;
· forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Keeptip Platform or impersonate another person or organisation or misrepresent their affiliation with a person or entity;
· attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Keeptip Platform or the Keeptip Services;
· copy, reproduce, modify, translate, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the Keeptip Platform or the Content;
· license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Keeptip Platform;
· create derivative works based on the Keeptip Platform, the Keeptip Services or the Content, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Keeptip Platform, the Keeptip Services or the Content;
· use the Keeptip Platform in a manner that violates the rights (including, but not limited to contractual, intellectual property or proprietary rights) of any third party; or
· upload to or transmit through the Keeptip Platform any information, images, text, data, media or other content that is offensive, harmful, tortuous, hateful, obscene, defamatory or violates any laws or is otherwise objectionable, in each case as determined by Keeptip in its sole discretion.
8. Intellectual Property· Content and Intellectual Property
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Keeptip Content and Intellectual Property Rights. The Keeptip Platform and all content contained therein (excluding User Content as defined in paragraph (b) below) (the "
Keeptip Content") are owned or licensed by Keeptip and protected by copyright, trademark and other intellectual property laws. Keeptip expressly reserves all rights in the Keeptip Platform and the Keeptip-Content and all materials provided by Keeptip in connection with these Terms of Service that are not specifically granted to you. You acknowledge that all right, title and interest in the Keeptip Platform, all materials provided by Keeptip in connection with these Terms of Service, including the Keeptip Content, and any update, adaptation, translation, customisation or work derivative thereof, and all intellectual property rights therein shall remain with Keeptip (or third party suppliers or licensors, if applicable), and that the Keeptip Platform and all materials provided by Keeptip hereunder, including the Keeptip Content, are licensed to you on a temporary and non-exclusive basis and not "sold" to you.
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User Content. All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Keeptip Platform by Users ("
User Content"), is the sole responsibility of such Users. This means that the User, and not members of the Keeptip Group, is entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available on the Keeptip Platform. Keeptip may monitor User Content but Keeptip does not guarantee, and does not warrant as to, the accuracy, integrity or quality of such content. Under no circumstances shall any members of the Keeptip Group be liable in any way for any User Content including for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Keeptip Platform. To the extent your User Content contains any personally identifiable information, that data is handled in accordance with the Keeptip Privacy Policy and all other User Content shall be considered non-confidential.
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Cookies. Keeptip uses “cookies” and similar technologies such as tags and pixels on the Keeptip Platform. Cookies and such similar technologies are small data files that websites place on your computer, laptop or mobile device. Cookies are used by nearly all websites and do not harm your system. Keeptip’s Cookie Policy is available at
https://keeptip.io/policy. By using the Keeptip Platform, you agree to Keeptip’s use of cookies in accordance with the Cookie Policy.
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User Content License to Keeptip. By submitting, posting or displaying User Content on or through the Keeptip Platform or otherwise to Keeptip, you grant the Keeptip Group, a worldwide, non-exclusive, royalty-free, perpetual, transferable, and fully sub-licensable right to use, refrain from using, remove, reproduce, modify, edit, copy, adapt, publish, translate, create derivative works from, distribute, transmit, perform display and otherwise use User Content, in whole or in part. You further grant Keeptip the right (although Keeptip does not have the obligation) to pursue at law any person or entity that violates your or Keeptip’s rights in the User Content by a breach of these Terms of Service. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit. For the avoidance of doubt, Keeptip has no obligation to post or display any User Content on the Keeptip Platform.
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Use of Keeptip Content and User Content by other Users. You may only use Keeptip Content and other User Content (e.g., Content provided by Vendors or Customers) for the applicable Permitted Use. If you print extracts from the Keeptip Platform for your own personal, non-commercial use, you must not modify the digital or papers of such materials or use any graphics, pictures, photographs or videos separately from any accompanying text.
· Terms on Feedback/Feedback and Other User Content
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Creating Feedback and Other User Content. Through the capabilities of the Keeptip Platform, Customers may be able to provide ratings/reviews, suggestions or other feedback ("Feedback"). Feedback is a subset of User Content. In creating and posting any Feedback (or other User Content) you represent and warrant that you shall not post or transmit to or from the Keeptip Platform any material or content which does or may:
§ Breach any applicable law;
§ Be unlawful or fraudulent;
§ Amount to unauthorised advertising;
§ Contain any defamatory, obscene or offensive material;
§ Promote violence or discrimination;
§ Infringe the intellectual property rights of another person;
§ Breach any legal duty owed to a third party (such as a duty of confidence);
§ Promote illegal activity or invade another’s privacy;
§ Give the impression that they originate from us; or
§ Be used to impersonate another person or to misrepresent your affiliation with another person.
You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Feedback or other User Content to the Keeptip Platform.
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Status of Feedback on the Keeptip Platform. We reserve the right to remove or edit at any time any Feedback or other User Content posted, uploaded or transmitted to the Keeptip Platform that we determine breaches the restrictions in Section 7 above or is otherwise objectionable or may expose us or any third parties to any harm or liability of any type, or for any reason. Any Feedback on the Keeptip Platform is for information purposes only and does not constitute advice from us or the opinions of anyone within the Keeptip Group. User Content may reflect the opinions of Customers who have used the Keeptip Platform and any statements, advice or opinions provided by such persons are theirs only. Accordingly, no members of the Keeptip Group assume any responsibility or liability to any person for any User Content, including without limitation any mistakes, defamation, obscenity, omissions or falsehoods that you may encounter in any such materials.
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Public Display of Feedback. You acknowledge that Keeptip may share Customer Feedback with Vendors and Merchants at Keeptip’s discretion. By providing a rating/review you consent to our sharing of such review with Vendors and Merchants. All ratings/reviews that we receive may be moderated before we share them. We may do this to make sure that ratings/reviews fit our content guidelines.
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Promotional Materials. Each Vendor acknowledges that Keeptip may publicise such Vendor's use of the Keeptip Platform, including on the Keeptip Websites and on Keeptip's account on social media platforms.
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Note on Privacy. If you access any Personal Information through or in connection with the Keeptip Platform you agree that you shall treat such Personal Information in accordance with the current Keeptip Privacy Policy and you shall not collect or harvest any Personal Information, including Personal Information of other users, except as permitted by these Terms of Service.
9. Advertising and Third-Party Websites· If you elect to have any business dealings with anyone whose products or services may be referenced or advertised on the Keeptip Platform, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that no member of the Keeptip Group shall have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
· The Keeptip Platform may provide links to third party websites and such links are provided solely for your convenience. If you use these links, you leave the Keeptip Platform. We have not reviewed and do not control any of these third-party websites (and are not responsible for these websites or their content or availability). Keeptip does not endorse these sites, their content, or the results of the use of such sites or content, and Keeptip is not liable for their content, functions, or any malfunctions caused by, or malicious code emanating from, these sites. If you decide to access any of the third-party websites linked to the Keeptip Platform, you do so entirely at your own risk.
· Keeptip reserves the right to prohibit or require you to remove any link to the Keeptip Platform, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.
10. Availability and Updates· Keeptip may alter, suspend, or discontinue the Keeptip Platform or Service at any time and for any reason or no reason, without notice. The Keeptip Platform or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Keeptip may periodically add or update the Keeptip-Content and any other materials on this the Keeptip Platform without notice.
· While we try to ensure the Keeptip Platform is normally available twenty-four (24) hours a day, we do not undertake any obligation to do so, and no members of the Keeptip Group shall be liable to you if the Keeptip Platform is unavailable at any time or for any period.
· Keeptip may upgrade or alter the Keeptip Platform (including the Keeptip App) at any time.
11. Disclaimers·
Content: While we try to ensure that information on the Keeptip Platform is correct, we do not promise it is accurate or complete. Keeptip may make changes to the Keeptip-Content and any other material on the Keeptip Platform, at any time without notice. The Keeptip-Content and any other material on the Keeptip Platform may be out of date, and we make no commitment to update that material.
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Merchant actions and omissions: The legal contract for the supply and purchase of Goods and Services is between the Customer and the Merchant. Keeptip has no control over the actions or omissions of any Merchants or Vendors and is not liable for any act or omission or otherwise for the performance of Merchants and Vendors.
The foregoing disclaimers do not affect Customer’s statutory rights against any Merchant or Vendor.
· Service Disclaimers
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Viruses. The downloading and viewing of the Keeptip Platform or the Keeptip-Content and any other material is done at your own risk. Keeptip cannot and does not guarantee or warrant that the Keeptip Platform or the Keeptip Content and any other material, which can be viewed via the Keeptip Platform, are compatible with your computer system or your mobile device or any associated operating systems or software. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Keeptip Platform (including the Keeptip App and the Keeptip Content).
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Communications Not Confidential. Keeptip does not guarantee the confidentiality of any communications made by you through the Keeptip Platform. Although Keeptip generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Keeptip Platform, you understand, agree and acknowledge that Keeptip cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Keeptip Platform.
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Tax Obligations. Keeptip makes no representation as to the treatment for tax purposes of any Service Payment made or received via the Keeptip Platform. Each Merchant as self-employed or employee of the Vendor agrees that he or she alone is responsible for reporting to the relevant tax authorities any income he or she receives from Services Payments. Each Vendor undertakes that it alone is responsible for any required reporting and deductions in respect of tax in relation to all Merchants that it employs. Keeptip does not undertake to conduct any such reporting on behalf of any Vendors or Merchant; provided, however, that Keeptip may, when required by applicable law, report certain information regarding Service Payments made and received via the Keeptip Platform to tax authorities and other regulators and authorities. For tax purposes, applicable law may require Keeptip to keep basic information about our Users (including contact and identity details and financial and transaction data) for up to six (6) years after they stop being Users.
12. No Implied Warranties; Limitations of Liability.·
No Implied Warranties. The Keeptip Services, the Keeptip Platform and the Content are provided "as is" without warranty or condition of any kind. Keeptip disclaims all warranties, representations and conditions of any kind with respect to the Keeptip Services, Keeptip Platform and the Content whether express, implied, statutory or collateral, including, without limitation, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement or that the Keeptip Services, the Keeptip Platform or the content are or shall be error-free or shall operate without interruption.
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Exclusion of Indirect Damages. In no event shall Keeptip or any member of the Keeptip Group be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of revenue, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not Keeptip is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the Keeptip Services, the Keeptip Platform or the Keeptip Content.
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No Responsibility for Customers, Merchants and Vendors. Customers, Merchants and Vendors using the Keeptip Platform are independent persons or organisations and not representatives, agents or employees of Keeptip. Keeptip is therefore not liable for the acts, errors, omissions, representations, warranties, contractual breaches or negligence of any Customer, Merchant or Vendor or for any personal injury, death, property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever for the Goods and Services offered by Customers, Merchants or Vendors.
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Limitation of Liability. To the extent that the foregoing limitations do not apply, in no event shall the total aggregate liability of the Keeptip Group to any User in connection with or under these terms of service, including in connection with your use of, or inability to make use of, the Keeptip Services, the Keeptip Platform or the content exceed GBP 100 (one hundred pounds). For greater certainty, the existence of one or more claims under these terms of service shall not increase the maximum liability amount.
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Additional Costs: You assume full and sole responsibility for any additional and/or associated costs that you may incur in connection with or as a result of your use of the Keeptip Platform, including, without limitation, costs relating to the servicing, repair or adaptation of any equipment, software or data that you may own, lease, license or otherwise use.
The limitations above reflect a fair allocation of risk but for which Keeptip would not make the Keeptip Platform and/or Keeptip Services available to users. The limitations specified in this section shall survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose or is found invalid by any competent court.
13. IndemnificationYou agree to defend, indemnify and hold harmless the Keeptip Group, its licensors and their directors, officers, agents, contractors, partners, representatives and employees from and against any threatened or actual claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal fees, incurred in connection with or as a result of your:
· breach of these Terms of Service or any documents referenced herein;
· violation of any law or the rights of a third party (including, without limitation, intellectual property rights); or
· breach of or failure to perform in respect of any transactions made by you or by any third party acting on your behalf or with your permission.
Keeptip reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by Keeptip.
14. Governing Law and Dispute Resolution·
Governing Law. These Terms of Service shall be governed by the laws of England and Wales. These laws apply to your access to or use of the, the Keeptip Platform, the Keeptip Services and the Content, notwithstanding your domicile, residency or physical location. The Keeptip Platform, the Keeptip Services and the Content are intended for use only in jurisdictions where they may lawfully be offered for use.
· Dispute Resolution Process.
o Except to the extent restricted by applicable law, if there is any dispute or controversy between (1) you and (2) Keeptip or any members of the Keeptip Group, including any dispute or controversy arising out of or relating to these Terms of Service, the Keeptip Platform or Keeptip Services, any interactions or transactions between (1) you and (2) Keeptip or any members of the Keeptip Group, or in respect of any legal relationship associated with or derived from these Terms of Service, including the validity, existence, breach, termination, construction or application, or the rights, duties or obligations of you or us, (each, a "
Dispute"), the disputing person shall serve notice on the other person and each you and us must use good faith efforts to resolve the Dispute informally, outside courts. You are free to take legal action at any time before the competent courts.
o If a Dispute is not resolved after twenty (20) business days of a person serving notice on the other party that there is a Dispute, you and we agree that the Dispute shall be finally resolved by confidential arbitration. The seat and place of arbitration shall be Riga, Latvia and the Latvian language shall be used throughout the arbitral proceedings.
o You and we agree that you and we shall resolve any Dispute on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class member, and you shall not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against any members of the Keeptip Group.
o Nothing in this Section shall prohibit us from seeking interim measures from a court, including preliminary or injunctive relief of breach of you of any intellectual property rights.
15. Miscellaneous·
Interpretation. Unless the context clearly requires otherwise: (1) references to the plural include the singular, the singular the plural, the part the whole; (2) references to any gender include all genders; (3) “including” has the inclusive meaning frequently identified with the phrase “but not limited to”; and (4) references to “hereunder” or “herein” relate to these Terms of Service. The section headings in these Terms of Service are for reference and convenience only and shall not be considered in the interpretation of these Terms of Service.
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Entire Agreement. These Terms of Service, the Keeptip Privacy Policy and any documents incorporated by reference herein, together with any additional written agreements entered into between you and Keeptip, constitute the entire agreement between Keeptip and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Keeptip with respect to the subject matter of these Terms of Service.
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Notices. Keeptip may, in its sole discretion, provide any notices to you in connection with these Terms of Service through the Keeptip Platform or by email at the then-current email address for you on file with Keeptip. Keeptip may be contacted in writing at:
Email address: info@keeptip.io
Keeptip may change its notice contact information from time to time by posting updated contact details on the Keeptip Platform.
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No Waiver. Keeptip's failure to insist upon or enforce strict performance of any provision of these Terms of Service shall not be construed as a waiver of any provisions or right.
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Force Majeure. Keeptip shall not be liable to you for any failure of or delay in the performance of its obligations under these Terms of Service for the period that such failure or delay is due to causes beyond Keeptip's reasonable control, including but not limited to acts of God, power outages, internet non-connectivity, war, strikes or labour disputes, embargoes, government orders, pandemics or any other force majeure event.
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Severability. If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Service shall remain in effect.
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Order of Precedence. If any of the provisions contained in these Terms of Service conflict with the terms of another agreement between you and us, then these Terms of Service shall prevail; provided, however, that for Vendors registered on the Keeptip Platform, the terms applicable to any separate agreement entered into between Keeptip and any Vendor shall govern such Vendor’s relationship with Keeptip in connection with such Vendor’s use of the Keeptip Platform.
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Assignment. You may not transfer any of your rights or obligations under these Terms of Service without our prior written consent. We may transfer any of our rights or obligations under these Terms of Service without your prior written consent to any of our affiliates or any business that we enter into a joint venture with, purchase or are sold to.