Last Updated: September 24, 2021

GUEST TERMS AND CONDITIONS

1. 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 Guest Terms carefully. These Guest Terms explain your rights and obligations when using Tipr as a Guest to give Tips to Workers.
   4. These Guest Terms should be read in conjunction with our Platform Terms of Use, and our Privacy Policy (collectively the " Agreement" between us). By accessing and using Tipr to give your Tip to a Worker, 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 Guest Terms have specific definitions when they start with capital letters. Where a defined term is used, it either has the meaning set out in clause 8 below (Definitions) or the meaning given to it in the relevant clause of these Guest Terms.

2. Your Rights and Responsibilities

   1. Access to the Tipr platform is provided to you to enable you to pay Tips to Workers and you agree that you will not use Tipr for any other purpose.
   2. When you use the Tipr platform to make a Tip, you confirm that:
      1. your intention is to offer a Tip directly to the Worker and, in the absence of the Tipr platform, you would have done so using cash or other means of payment; and
      2. your Tip is a voluntary gratuity payment offered by you to the relevant Worker.
   3. When you give a Tip to a Worker using Tipr, we act as the Worker's authorised commercial agent for the Tip transaction, meaning we will collect the Tip amount from you on behalf of the Worker and will pass it directly to them (subject to deducting our Commission and such other fees/costs that we are entitled to charge to the Worker).
   4. We will give you the option of covering our Commission and the costs of processing the card payment for the Tip transaction (by making a payment on top of the intended Tip). If you agree to this, the Worker will receive a sum equal to 100% of the intended Tip. If you do not agree to this, our Commission and the transaction costs will be deducted from the Tip.
   5. You acknowledge that Workers have the right to do as they choose with the Tips they collect from you using Tipr, including sharing their Tips with their Team if they have opted-in to a Team Sharing Scheme on Tipr.

3. Our Rights and Responsibilities

   1. We act as a commercial agent for eligible Workers who use Tipr to collect and receive Tips. This means we are authorised by them to conclude Tip transactions and collect Tips on their behalf.
   2. We do not act as your agent (or act on your behalf) in any capacity. Nothing in this Agreement will establish any partnership or joint venture between us, nor does this Agreement authorise any party to enter into any commitments for or on behalf of any other third party.
   3. We provide technology services to Workers which they are permitted to make available to you to allow you to transact with them.
   4. We reserve the right to:
      1. accept or decline any Tip offered by you through Tipr; or
      2. impose limits related to the number of times you can use Tipr per day/week/month; and
      3. share the name associated with your chosen payment method with Workers that you Tip.
   5. We shall:
      1. provide you with access to Tipr for the purpose of paying a Tip to a Worker;
      2. present a range of options to you as to the amount of Tip you wish to pay; and
      3. provide you with the option to increase your Tip to cover our Commission and transaction costs (see above).
   6. We may use third parties (including a payment processor) in connection with the provision our services.
   7. You acknowledge that we may modify or discontinue certain functionalities or feature of Tipr from time to time
   8. Any personal information that you provide to us will be processed in accordance with our Privacy Policy. This explains what personal information we collect from you, why and how we collect, store, use and share it, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

4. Indemnity and Liability

   1. Access to the Tipr platform is provided on an "as is" basis and no warranty is inferred or implied as to the availability of any feature offered at any time.
   2. To the maximum extent permitted by applicable law, we shall have no liability to you in relation to any loss or damage suffered by you arising out of or in connection with the use or misuse of Tipr by you or a Worker.

5. Consumer rights

   1. In some circumstances, you may have certain rights as a consumer under applicable consumer laws when using Tipr. Nothing in this Agreement detracts from those rights (including in respect of cancellation). However, you have the right to elect not to use Tipr at any time.

6. General

   1. These Guest Terms may be varied by us from time to time. Such revised terms will apply to Tipr from the date of publication. Please check the Guest Terms regularly to ensure familiarity with the then current version.
   2. If any court or competent authority finds that any provision of the Agreement (or part of any provision) 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 this Agreement will not be affected.
   3. You may not transfer any of your rights or obligations under these Guest Terms to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
   4. This Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between us, whether written or oral, relating to its subject matter.
   5. 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.

7. 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.

8. Definitions

   1. The following words and phrases have defined meanings in these Guest Terms: