Last Updated: September 24, 2021

ESTABLISHMENT TERMS AND CONDITIONS

Introduction
1. Welcome to Tipr, a tip collection platform brought to you by Apeiromont, Inc. (" we", " us", " our"). We are a C-corporation incorporated under the laws of the State of Delaware in the United States of America.
2. Tipr exists to help workers of the world earn a little more money, and to help you say thank you with confidence, all Tips you give using Tipr are passed directly to Worker(s) you choose (subject to our right to deduct our Commission and such other fees/costs that we are entitled to deduct with the agreement of the Worker).
3. Please read these Establishment Terms carefully. These Establishment Terms explain your rights and obligations when providing permission to your employees to use our software in the course of their employment with you.
4. These Establishment Terms should be read in conjunction with our "Platform Terms of Use", and our Privacy Policy (collectively the " Agreement" between us). By providing permission to your employees to use Tipr in the course of their employment with you, you accept and agree to the terms of this Agreement.
5. You can contact us by submitting a support request.
6. Certain words and phrases in these Establishment Terms have specific definitions when they start with capital letters. Where a defined term is used, it either has the meaning set out in the "Meanings" clause or the meaning given to it in the relevant clause of these Establishment Terms.

Meanings

In this Agreement, the following words are defined:

Defined Word	Meaning
Agreement	this Establishment agreement;
Confidential Information	all confidential information (however recorded or preserved) disclosed by either party to the other party concerning the disclosing party's (a) business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; (b) operations, processes, product information, know-how, designs, trade secrets or software; and (c) any information developed under this Agreement, and the contents of this Agreement;
Deliverables	all documents, items, plans, products, goods and materials supplied by Tipr, including any software, methodologies, ideas, designs, computer programs, data, and reports, in whatever form, which are developed, created, written, prepared, devised or discovered by or on behalf of Tipr in relation to the Services;
Equipment	any equipment, software, systems, tools, cabling, items, materials or facilities provided by or on behalf of Tipr to the Establishment;
Intellectual Property Rights	any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by Tipr in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future;
Team	a team of two or more Establishment employees who have each voluntarily chosen to join a Team Sharing Scheme;
Tipjar Distribution Scheme	an optional functionality on the Tipr platform which allows users to split Tips with their co-workers;
Team Tipr	a Team Tipr provides a QR code and link to Establishment employees allowing them to share Tips with other members of their Team;
Tips	an uncalled for and spontaneous payment offered by a customer to an Establishment employee via the Tipr platform, with the intention of this money being provided directly to the employee (or the relevant Team);
Working Day	any day other than a Saturday or Sunday.

In this Agreement, unless the context requires a different interpretation:
1. the singular includes the plural and vice-versa;
2. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
3. a reference to a person includes firms, companies, government entities, trusts and partnerships;
4. "including" is understood to mean "including without limitation";
5. reference to any statutory provision includes any modification or amendment of it;
6. the headings and sub-headings do not form part of this Agreement; and
7. "writing" or "written" will include e-mail unless otherwise stated.

Duration
1. This Agreement shall be deemed to have come into force on the Commencement Date and (subject to the provisions for earlier termination in this Agreement) shall continue for the Initial Term. Subject to earlier termination of this Agreement, this Agreement shall then continue indefinitely until terminated in accordance with clause entitled "Termination".
Provision of Services
1. Tipr shall provide the ability to the Employees of the Estalbishment to sign up for Tipr.
2. Tipr shall provide QR codes and web links to the Estalibshment in order to promote the optional usage of Tipr by its Guests.
3. During the Term, Tipr shall provide the Services to the Establishment on the terms set out in this Agreement.
4. Tipr shall perform the Services with reasonable care and skill, and in accordance with:
  1. good industry practice; and
  2. all applicable laws and regulations, including those related to data protection.
Establishment's Obligations
1. The Establishment agrees to:
  1. co-operate and act in good faith with Tipr in all matters relating to the Services;
  2. obtain and maintain all necessary third party licences and consents and comply with all relevant legislation in relation to the Services;
  3. meet the Establishment Requirements (if any) and use the Tipr platform and Services in accordance with Tipr's instructions;
  4. allow all employees working at the Approved Sites to collect Tips using the Tipr platform; and
  5. actively promote the Tipr platform to employees as a means of collecting Tips at the Approved Sites.
2. The Establishment acknowledges that Tipr will agree separate contracts with Establishment employees who choose to use Tipr and, where they do, that they appoint Tipr to act as their non-exclusive commercial agent for the collection of Tips from customers.
3. The Establishment agrees that it shall not exercise any influence, nor will it have any control, over the distribution of Tips collected by Establishment employees into a Team Tipr.
4. The Establishment acknowledges that using Tipr must remain optional for all employees. Whilst the Establishment shall promote Tipr as an optional method for employees to collect Tips at Approved Sites, the Establishment shall not force employees to use Tipr to collect tips (or otherwise make this a condition of their employment and/or engagement).
5. The Establishment warrants and agrees that:
  1. it shall comply with all applicable laws;
  2. its entry into and performance under the terms of this Agreement will not infringe the right (including intellectual property rights) of any third party or cause it or Tipr to be in breach of any obligations to a third party; and
  3. it has obtained all necessary permits, authorisations, licences and consents required to perform its duties and obligations under this Agreement.
Charges and Payment
1. In consideration of the provision of the Services by Tipr, the Establishment does not incur any Charges.
Indemnity
1. Tipr shall indemnify the Establishment against any claim by any other person that the provision of the Services to the Establishment in accordance with this Agreement infringes any Intellectual Property Rights of that other person.
2. The Establishment shall indemnify Tipr and Tipr users from any and all claims made for any losses incurred resulting from the misuse of the Tipr system by the Establishment.
3. Where one party ("Indemnifying Party") agrees to indemnify and keep the other party ("Indemnified Party") indemnified under this Agreement the Indemnified Party shall comply with the following process in respect of any claim under the indemnity:
  1. the Indemnified Party must promptly notify the Indemnifying Party in writing of such claim;
  2. the Indemnified Party must not make any admission of liability, settlement or compromise without the prior written consent of the Indemnifying Party;
  3. the Indemnified Party must give the Indemnifying Party express authority to conduct all negotiations and litigation and to defend and/or settle all litigation arising from such claim, provided that the Indemnifying Party regularly consults the Indemnified Party on the conduct and defence of the claim;
  4. the Indemnified Party must provide the Indemnifying Party with all available information and assistance in relation to such claim as the Indemnifying Party may reasonably require at the Indemnifying Party's cost and expense;
  5. if within ninety (90) days after the Indemnifying Party's receipt of notice of any such claim, the Indemnifying Party fails to take action to defend or settle such claim, the Indemnified Party may at the Indemnifying Party's expense undertake the defence, compromise or settlement of the claim as it sees fit; and
  6. the Indemnified Party must use reasonable endeavours to mitigate its loss.
Liability and Insurance
1. If Tipr's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Establishment, its agents, sub-contractors, consultants or employees, Tipr shall not be liable for any costs, charges or losses sustained or incurred by the Establishment that arise directly or indirectly from such prevention or delay.
2. Nothing in this Agreement limits or excludes either party's liability for:
  1. death or personal injury caused by its negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be limited or excluded by applicable law.
3. Neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of or damage to goodwill;
  6. loss of use or corruption of software, data or information; or
  7. any indirect or consequential loss.
4. During the Term, Tipr and the Establishment shall each maintain in force with a reputable insurance company, insurance sufficient to cover risks for which they may respectively be responsible, including for their respective sub-contractors, agents and employees, in connection with the Services and shall, on either parties' request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium.
5. Subject to clauses 7(b), the total aggregate liability of Tipr to the Establishment under or in connection with this Agreement shall not exceed $5,000.
Confidentiality
1. Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:
  1. where required by law, court order or any governmental or regulatory body;
  2. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
  3. where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
  4. where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
  5. where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.
Intellectual Property
1. Subject to the clause below, Tipr reserves and owns all Intellectual Property Rights which may subsist or arise in the Deliverables, or in connection with, the provision of the Services or the Tipr platform. Tipr reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such Intellectual Property Rights.
2. Tipr licenses all such rights to the Establishment on a non-exclusive, non-sublicensable, non-assignable basis to such extent as is necessary to enable the Establishment to make reasonable use of the Deliverables and the Services in accordance with this Agreement.
3. If this Agreement is terminated, this licence will automatically terminate.
4. All goodwill arising or created as a result of use of Tipr will accrue solely to the benefit of Tipr.
Data Protection
1. Each party shall comply with its obligations and may exercise its respective rights and remedies under Schedule 1 (Data Protection Addendum). In the event of any conflict between the provisions of Schedule 1 and any other provision of the Agreement, Schedule 1 shall prevail.
Circumstances beyond the control of either party
1. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
2. Such causes include, but are not limited to: power failure, Internet Service Provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question.
3. The party affected by a circumstance beyond its control shall use its reasonable endeavours to mitigate the effect of the force majeure upon the performance of its obligations.
4. The corresponding obligations of the other party will be suspended to the same extent as those of the party affected by a force majeure event.
5. If the delay continues for a period of 90 days of more, either party may terminate or cancel the Services to be carried out under this Agreement.
Termination
1. Either party may terminate this Agreement by giving the other party 14 days prior written notice, such notice not to expire prior to the Initial Term.
2. Should the Establishment serve notice, the Establishment acknowledges that Tipr shall inform its users that the Establishment has served notice and specify the period of notice that has been served.
3. A party may terminate the Agreement immediately by giving written notice to the other party if that other party:
  1. commits a material breach of the Agreement which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
  2. persistently breaches any term of the Agreement;
  3. is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
  4. is a company over any of whose assets or property a receiver is appointed;
  5. makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the applicable Bankruptcy Laws);
  6. (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation;
  7. undergoes a change of control; or
  8. (if an individual) dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs.
Consequences of Termination
1. On termination or expiry of this Agreement:
  1. the Establishment shall, within a reasonable time, return all of Tipr's Equipment and any relevant Deliverables remaining the property of Tipr. Until they have been returned or repossessed, the Establishment shall be solely responsible for their safe keeping.
  2. Tipr shall continue to honour its obligation to pass any Tips and Gratuities collected by users to them.
2. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
3. Other than as set out in the Agreement, neither party shall have any further obligation to the other under the Agreement after its termination.
General
1. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
2. No party may assign to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other party.
3. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
4. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
5. A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
6. If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
7. Unless specifically provided by the parties, nothing in the Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.
8. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party's registered address or place of business, or sent by email to the other party's main business email address as notified to the sending party. Notices:
  1. sent by post will be deemed to have been received, where posted from and to addresses in the United States, on the second Working Day and, where posted from or to addresses outside the United States, on the tenth Working Day following the date of posting;
  2. delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
  3. sent by email will be deemed to have been received on the next Working Day after sending.
Governing law and Jurisdiction
1. All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.
2. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the state in which the Company is headquartered, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

SCHEDULE 1: DATA PROTECTION ADDENDUM

Definitions and Interpretation
1. Unless otherwise defined in this Schedule 1 (this " DPA"), terms used in this DPA shall have the meaning given to those terms in the Agreement. The following words shall have the following meanings when used in this DPA:
  1. "Data Protection Impact Assessment" means an assessment of the impact of the envisaged Processing operations on the protection of Personal Data, as required by Article 35 of the GDPR;
  2. "Data Protection Legislation" means all data protection and privacy legislation, regulations, and other rules having equivalent force (as amended, consolidated or re-enacted from time to time) which relates to the Processing, privacy and use of Personal Data under the Agreement, including: (a) the GDPR and/or any corresponding or equivalent national laws or regulations; (b) EC Directive 2002/58/EC; (c) any judicial or administrative interpretation of any of the above; and (d) any approved guidance and codes of practice issued by the relevant Supervisory Authority;
  3. "Data Subject Request" means a request or complaint from (or on behalf of) a Data Subject exercising their rights under the Data Protection Legislation;
  4. "Data Transfer" means transferring Tipr Data to, and/or enabling Tipr Data to be accessed from and/or Processing Tipr Data within, a jurisdiction or territory that is a Restricted Country;
  5. "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016;
  6. "Information Security Questionnaire Responses" has the meaning given to it in clause 4.1(c);
  7. "International Transfer Requirements" means the requirements of Chapter V of the GDPR (Transfers of personal data to third countries or international organizations);
  8. "Establishment Data" means Personal Data directly provided to Tipr by or on behalf of Establishment in connection with the Services (excluding any Tipr Data or any Personal Data that Tipr independently acquires from the relevant Data Subjects in connection with the Services) in respect of which Tipr becomes a controller;
  9. "Personal Data Breach Particulars" means the information that must be included in a Personal Data Breach notification, as set out in Article 33(3) of the GDPR;
  10. "Shared Data" means Tipr Data and/or Establishment Data (as applicable); and
  11. "Security Requirements" means the requirements regarding the security of the Personal Data, as set out in the Data Protection Legislation (including, in particular, the measures set out in Article 32(1) of the GDPR (taking due account of the matters described in Article 32(2) of the GDPR)) as applicable; and
  12. "Tipr Data" means the Personal Data provided by or on behalf of Tipr to the Establishment, or otherwise obtained or generated by the Establishment, exclusively in connection with the Establishment's receipt of the Services.
2. In this DPA references in this clause to " Controller", " Data Subject", " Personal Data", " Personal Data Breach", " Process", " Processing", and " Supervisory Authority" shall have the same meaning as defined in GDPR.
3. In this DPA references to a paragraph is a reference to a paragraph of this DPA.
Relationship of the parties
1. In relation to all Shared Data, the parties acknowledge and agree that each party shall be considered an independent Controller of such Shared Data.
2. Each party shall, at its own expense (unless otherwise stated) comply with its obligations applicable to it under this DPA and the Data Protection Legislation. Neither party shall do, nor omit to do, any act or thing that puts the other party in breach of Data Protection Legislation.
Mutual obligations
1. Without prejudice to the generality of paragraph 2. b), each party shall, in respect of its Processing of Shared Data (at its own expense unless otherwise stated):
  1. only Process the Shared Data that it has received from the other party for the purposes of providing the Services or receiving the benefit of the Services (as applicable) and not for any other purpose;
  2. ensure it is lawfully entitled to share (including obtaining all necessary consents and permissions) the Shared Data with the other party and that it has provided Data Subjects with a privacy notice that complies with the transparency requirements set out in the Data Protection Legislation;
2. where relevant, assist the other party in obtaining from the relevant Data Subjects any necessary consents that the other party reasonably requires to enable it to Process the Shared Data;
3. promptly provide such necessary and reasonable assistance and co-operation to the other party, and to any Supervisory Authority, in connection with the other party's compliance with its obligations under the Data Protection Legislation including:
  1. any investigations, audits or enquiries made by a Supervisory Authority in relation to the Processing of the Shared Data;
  2. a Data Subject Request or third party request relating to Shared Data; and
  3. carrying out any Data Protection Impact Assessment relating to Shared Data;
4. Process the Shared Data in a manner that ensures appropriate security of the data in accordance with the security requirements set out in the Data Protection Legislation (including Article 32 of the GDPR); and
5. without undue delay (and in any event within forty-eight (48) hours), notify the other party and provide such co-operation, assistance and information as the other party may reasonably require if:
  1. it receives any complaint, notice or communication which relates directly or indirectly to theProcessing of the Shared Data or to either party's compliance with Data Protection Legislation (" Complaint"); or
  2. it becomes aware of any Personal Data Breach relating to Shared Data.
6. in the event of a Complaint or Personal Data Breach concerning Shared Data that it has received from the other party:
  1. not make any public announcements relating to the Complaint or Personal Data Breach that may adversely affect the other party;
  2. take such corrective action as may be reasonably requested by the other party, including providing notice to Data Subjects whose Personal Data may have been affected by such Personal Data Breach;
  3. co-operate with the other party in relation to any Personal Data Breach notification to a Supervisory Authority, including providing Personal Data Breach Particulars, and take all such steps as may be required by a Supervisory Authority; and
  4. promptly provide such assistance and additional information to the other party to enable it to assess whether it has any obligations to communicate the Personal Data Breach to affected Data Subjects; and
7. if a law enforcement body, court, regulator, or Supervisory Authority requires it to disclose Shared Data that it has received from the other party, first inform the other party of the legal or regulatory requirement and give the other party an opportunity to object or challenge the requirement, unless the law prohibits such notice.