1. Application of this Agreement

This Agreement governs your use of the Technology and Services (each as defined below) and is between you and NoTip. “NoTip,” “we Nar,” “us,” and “our” mean Drywater Inc., a Delaware corporation. These Terms and Conditions constitute a legal agreement between you and Drywater, Inc.

2. Acceptance of this Agreement

NoTip’s Technology permits consumers to place orders for food and/or other goods from our platform. NoTip is independent of any restaurants listed on our platform. We do not charge the restaurant any fees for our service. We have used the restaurant’s website to derive the restaurant’s food offerings and pricing. We periodically check back to the restaurant websites to make sure we have up-to-date information. Because restaurants change their menus and pricing often, we may not be 100 percent in sync with the current restaurant offerings and pricing. If you order from our site and the offering or pricing is different from the current restaurant offering/price…we will use best efforts to complete the order as best we can. If a delivery order is made, NoTip uses the Technology to notify our employees (or, for certain orders, Merchants) that a delivery is needed and to facilitate completion of the delivery to the consumer. NoTip may utilize its autonomous robot to bring your food order to your doorstep. NoTip may also use its employee to bring the order to your doorstep.

If you access our websites located at https://www.notip.ai or use the Notip mobile application it will signify your affirmative acceptance of this Agreement and hereby represent and warrant that: (a) you have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at https://www.notip.ai or through the Technology; (b) you are of legal age in the jurisdiction in which you reside to form a binding contract with NoTip; and (c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization on whose behalf you have created an account or named as the User during the NoTip account registration process and to bind such organization to the Agreement.

3. Modifications

Subject to Section 14(k) of this Agreement, NoTip reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Technology or Services at any time, effective upon posting an updated version of this Agreement at https://www.notip.ai or through the Technology. If we make any material changes to this Agreement, we will notify you by email at the email address that you have provided to us or by another means. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes. If you do not agree to these modifications, you should immediately cease using the Technology and Services.

4. Additional Terms and Policies

By using the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with NoTip’s Privacy Policy, which is incorporated in this Agreement by reference. You also agree to abide by any additional NoTip terms or policies for Users that are published on our website or mobile application, whether or not such terms or policies are directly referenced or linked elsewhere in this Agreement. Certain features of our Services may be subject to additional terms and conditions, which, to the extent permitted by applicable law, are incorporated herein by reference.

5. Rules and Prohibitions

Without limiting other rules and prohibitions in this Agreement, by using the Services, you agree that:

• You will only use the Services for lawful purposes and you will not use or attempt to use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes.
• You will only use the Services in accordance with all applicable laws, including copyrights, trade secrets, other intellectual property rights, or other rights of any third party, including privacy, personality, or publicity rights.
• You will only use or access the Services using means explicitly authorized by NoTip. If applicable, it is your responsibility to ensure you download the correct Technology for your device. We reserve the right to terminate your use of the Technology and/or Services should you be using the Technology or Services with an incompatible or unauthorized device.
• You will not use or attempt to use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.
• You will not use or attempt to use the Services to cause nuisance, annoyance, or inconvenience.
• You will not use or attempt to use the Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting, or selling to any Merchant, User, or Contractor, unless NoTip has given you prior permission to do so in writing.
• You will not copy or distribute, or attempt to copy or distribute, the Technology or any content displayed through the Services.
• You will not directly or indirectly create or compile, or attempt to create or compile, any content or collection, compilation, or other directory from any content displayed through the Services except for your personal, noncommercial use.
• The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.
• You will keep secure and confidential your account password and any other login or identification credentials you use to access the Services.
• You will use the Technology and Services only for your own use and will not directly or indirectly resell, license, or transfer the Technology, Services, or content displayed by the Services to a third party.
• You will not use or attempt to use the Services in any way that could damage, disable, overburden, or impair any NoTip server, Robot or the networks connected to any NoTip server.
• You will not attempt to gain unauthorized access to any part of the Technology or the Services and/or to any account, resource, computer system, and/or network connected to any NoTip server.
• You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Notip may use to prevent or restrict access to the Services or use of the Services or the content therein, and you will not attempt any of the foregoing.
• You will not deep-link to our websites or access our websites manually or with any robot, spider, web crawler, extraction software, automated process, and/or device to scrape, copy, index, frame, or monitor any portion of our websites or any content on our websites, and you will not attempt any of the foregoing.
• You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Services, and you will not attempt any of the foregoing.
• You will not engage in conduct that harms, attempts to harm, or threatens the safety of other Users, Merchants, Contractors, Notip, Notip employees, or our community in any way whatsoever, and you will take reasonable steps to prevent the foregoing.
• You will not engage in threatening, harassing, racist, or sexist behavior or any other behavior that Notip deems inappropriate when using the Services.
• You will report any errors, bugs, unauthorized access methodologies, or any breach of our intellectual property rights that you uncover in your use of the Services.
• You will not abuse or attempt to abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first-time Users.
• Your participation in using the Services is for your sole, personal, or internal business use.
• You will not falsely or fraudulently claim that your order or items from your order were missing, incorrect, of poor quality, defective, or never delivered.

In the event that we believe or determine that you have breached any of the aforementioned, we reserve the right to suspend and/or permanently deactivate your account at our sole discretion.

6. Contractors and Merchants Are Independent

(a) You understand and agree that Notip provides the Services to connect you with independent Restaurants. When you order food from the Notip site, we then place the order on the restaurant’s website and pickup up the order for you and deliver it to the address you have provided. We use uniformed employees to drive our branded NoTip electric vehicles and then use our integrated robot to deliver to your doorstep when applicable. If our robot is not capable of making the delivery, then our employee in our vehicle will walk the food delivery to your doorstep as best as we are able.

You acknowledge and agree that Notip is not a merchant, retailer, restaurant, grocer, pharmacy, chemist, delivery service, or food preparation business, and has no responsibility or liability for the acts or omissions of the food quality other than any damages to the food package that occurred during our handling of the food package. Restaurants are the retailers of the products or services offered through the Services. NoTip is not in the delivery business, does not provide delivery services, and is not a common carrier. You agree that Notip is not responsible for the Merchants’ food preparation or product offerings, food or product handling, or the safety of the food or other products, or whether the photographs, images, menu or product listings, catalog, item descriptions, or other menu, product, or catalog information (including nutrition, ingredient, and/or allergen information) displayed through the Services accurately reflect the goods and services sold by the Merchants and/or delivered by our employee and/or robot and/or Merchant, and does not verify Merchants’ compliance with applicable laws or regulations. You also acknowledge and agree that menu, product, or catalog listings, descriptions, or other information (including photographs or images or nutrition, ingredient, and/or allergen information) displayed through the Services may not have been provided directly by the Merchant. NoTip has no responsibility or liability for acts or omissions by any Merchant or Contractor.

You agree that the goods that you purchase will be prepared by the Merchant you have selected, that title to the goods passes from the Merchant to you at the Merchant’s location, and that, for delivery orders, the Contractor and/or Merchant will be directed by your instructions to transport the products to your designated delivery location. You agree that NoTip holds title to or acquires any ownership interest in any goods that you order through the Services. You must not do anything which seeks to create an encumbrance, lien, charge, or other interest in or over the goods that you order until title has passed to you.

7. User Account

You may be required to register for an account to use parts of the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update the information to keep it accurate, current, and complete. You are the sole authorized User of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account. You agree that you shall monitor your account to prevent use by minors, and you will accept full responsibility for any unauthorized use of your password or your account. You may not authorize others to use your User account, and you may not assign or otherwise transfer your User account to any other person or entity. Should you suspect that any unauthorized party may be using your password or account, you will notify NoTip immediately. NoTip will not be liable, and you may be liable, for losses, damages, liability, expenses, and fees incurred by NoTip or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use.

If you provide any information that is untrue, inaccurate, not current, or incomplete, or if NoTip has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Notip has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). We may enable or require you to use a single pair of login credentials to use the NoTip. You agree not to create an account or use the Services if you have been previously removed by NoTip, or if you have been previously banned from use of the Services.

8. User Content

(a) User Content. NoTip may provide you with interactive opportunities through the Services, including, by way of example, the ability to post or otherwise provide to Notip Ratings and Reviews (as defined below), Feedback (as defined below), or other text, photos, images, or audio and video content (collectively, “User Content”). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post, and/or otherwise transmit through the Services. You further represent and warrant that any User Content submitted, posted, and/or otherwise transmitted through the Services by you or someone on your behalf or through your User account does not (i) violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) contain material that is false, intentionally misleading, deceptive, defamatory, offensive, abusive, or pornographic, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation, or any physical or mental disability; (iii) contain sexually explicit or violent content or photos, images, or videos of weapons, illegal drugs, or hate symbols; (iv) contain any material that is unlawful or relates to unlawful conduct (including phishing and spoofing); (v) create a privacy or security risk to any person, including by soliciting personal information from any person, or contain any confidential, sensitive, private, or personally identifiable information; (vi) solicit money from any person; (vii) contain financial, legal, medical, or other professional advice; (viii) harm, abuse, harass, stalk, threaten, or otherwise offend; (ix) reflect negatively on NoTip, including NoTip’s goodwill, name, and reputation; (x) tamper with, hinder the operation of, or make unauthorized modifications to our websites or Technology; (xi) otherwise result in civil or criminal liability for you, NoTip, or any third party; (xii) violate any law or regulation; or (xiii) violate this Agreement or any community or content guidelines that NoTip may publish from time to time.

You hereby grant NoTip (including NoTip’s service providers such as Zuppler) a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use the User Content in connection with NoTip’s business and in all forms now known or hereafter invented (collectively, “Uses”), without notification to and/or approval by you. You further grant NoTip a license to use your username, first name and last initial, profile photo (if available), and/or other User profile information, including, without limitation, your ratings history, to attribute User Content to you in connection with such Uses, without notification to or approval by you. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. In the interest of clarity, the license granted to NoTip herein shall survive termination of the Services or your account. NoTip reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or any community or content guidelines we may publish or that we consider to be objectionable for any reason. You agree that NoTip may monitor and/or delete your User Content (but does not assume the obligation to do so) or may decide to not publish, display, or otherwise make available your User Content for any reason at NoTip’s sole discretion. NoTip may also access, read, preserve, and disclose any information as Notip reasonably believes is necessary to satisfy any applicable law, regulation, legal process, or governmental request; enforce this Agreement, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security, or technical issues; respond to User, Contractor, or Merchant support requests; or protect the rights, property, or safety of NoTip, our Users, and the public.

(b) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to NoTip through its suggestion, feedback, wiki, forum, or similar pages (“Feedback,” which is considered User Content) is at your own risk and that Notip has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to NoTip (including NoTip’s service providers) a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use such Feedback.

(c) Ratings and Reviews. To the extent that you rate or post reviews of Merchants or other businesses, which may include but is not limited to text, photos, images, audio, or videos that you provide (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. Ratings and Reviews are not endorsed by NoTip and do not represent the views of NoTip or its affiliates. NoTip shall have no liability for Ratings and Reviews or for any claims of economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you acknowledge and agree that: (i) you will base any Rating or Review on first-hand experience with the Merchant or business; (ii) you will not provide a Rating or Review for any Merchant or business for which you have an ownership interest, employment relationship, or other affiliation or for any competitor of such a Merchant or business; (iii) you will not submit a Rating or Review in exchange for payment, free food items, or other benefits from a Merchant or business; (iv) for United States Orders, any Rating or Review you submit will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates this Agreement, we may remove such Rating or Review without notice and take any additional action, in NoTip’s sole discretion, as we deem necessary or appropriate.

9. Communications with NoTip

By creating a NoTip account or using the Technology or Services, you agree to accept and receive communications from NoTip, Contractors, Merchants, or third parties providing services to you on NoTip, including via email, text message, direct message, chat, calls, and push notifications to the cellular telephone number you provided to NoTip. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of NoTip and/or Contractors, including but not limited to communications concerning orders placed through your account on the Services. Message and data rates may apply. For certain types of communications (for example, marketing, research, or product updates), you may be able to adjust the emails, text messages, push notifications, or other communications you receive from us in the NoTip mobile application, on our website, or through mechanisms or functionality available in the communication. For purposes of clarity, any text message you may receive from us, a Merchant, or a Contractor regarding an order is a transactional text message, not a promotional text message.

10. Electronic Records

By creating a NoTip account, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing NoTip at support@notip.ai with “Revoke Electronic Consent” in the subject line.

To view and retain a copy of this Agreement, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access, and (b) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email NoTip at support@notip.ai with contact information and your mailing address.

You agree that all terms and conditions, agreements, notices, disclosures, and other communications that NoTip provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You agree to keep your contact information, including email address, current. This paragraph does not affect your statutory rights.

11. Intellectual Property Ownership

NoTip alone (and its licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Technology and the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Technology or the Services, or any intellectual property rights owned by NoTip. NoTip names, NoTip logos, and the product names associated with the Technology and Services are trademarks of NoTip or third parties, and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Technology or the Services.

15. Third-Party Interactions

(a) Third-Party Websites, Applications, and Advertisements. The Services may contain links to third-party websites, (“Third-Party Websites”), applications (“Third-Party Applications”), and advertisements (“Third-Party Advertisements”) (collectively, “Third-Party Websites & Advertisements”). When you click or tap on a link to a Third-Party Website, Third-Party Application, or Third-Party Advertisement, NoTip will not warn you that you have left NoTip’s website or Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination.

(b) App Stores. You acknowledge and agree that the availability of the Technology and the Services is dependent on the third party from which you received the application license, such as the Apple or Android app store (each, an “App Store”). You acknowledge and agree that this Agreement is between you and NoTip and not with the App Store. NoTip, not the App Store, is solely responsible for the Technology and the Services, including the mobile application(s), the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (for example, product liability, legal compliance, or intellectual property infringement). In order to use the Technology and the Services, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Technology or the Services. You agree to comply with, and your license to use the Technology and the Services is conditioned upon your compliance with, all applicable third-party terms or agreements (for example, the App Store’s terms and policies) when using the Technology or the Services. You represent and warrant that you are not located in a country that is subject to a United States Government embargo or similar laws of other countries where applicable, or that has been designated by the United States or Canadian Government as a “terrorist supporting” country, and you represent and warrant that you are not listed on any United States or Canadian Government list of prohibited or restricted parties. You acknowledge and agree that each App Store (and its affiliates) is an intended third-party beneficiary of this Agreement and has the right to enforce the terms and conditions of this Agreement.

16. Social Media Guidelines

NoTip maintains certain social media pages for the benefit of the Notip community. By posting, commenting, or otherwise interacting with these pages, you agree to abide by our social media guidelines.

17. Transactions Involving Alcohol and Other Age-Restricted Products

We currently do not deliver alcohol. This policy is subject to change in the future.

18. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless NoTip and its officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”) from and against any losses, claims, actions, costs, damages, penalties, fines, and expenses, including without limitation, legal and/or attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to, or resulting from (a) your User Content; (b) your misuse of the Technology or Services; (c) your breach of this Agreement or any representation, warranty, condition, or covenant in this Agreement; or (d) your violation of any applicable laws, rules, or regulations through or related to the use of the Technology or Services. In the event of any claim, allegation, suit, or proceeding alleging any matter potentially covered by the agreements in this Section 18, you agree to pay for the defense of the Indemnified Party, including reasonable costs and legal and/or attorneys’ fees incurred by the Indemnified Party. NoTip reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with NoTip in asserting any available defenses. This Section 18 does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Technology or Services. You agree that the provisions of this Section 18 will survive any termination of your account, this Agreement, or your access to the Technology and/or Services.

19. Disclaimer of Warranties

UNITED STATES FEDERAL LAW AND SOME STATES, PROVINCES, AND OTHER JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION 19 MAY NOT APPLY TO YOU. SECTION 19 APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE TECHNOLOGY AND SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE TECHNOLOGY AND SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. NOTIP WILL USE REASONABLE ENDEAVORS TO ENSURE THE TECHNOLOGY AND SERVICES ARE AVAILABLE AS MUCH OF THE TIME AS POSSIBLE, BUT DOES NOT GUARANTEE IT WILL BE AVAILABLE ALL OF THE TIME. THE TECHNOLOGY AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT GUARANTEES, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, GUARANTEES, WARRANTIES, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, AND NON-INFRINGEMENT. NOTIP MAKES NO WARRANTIES, CONDITIONS, OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE TECHNOLOGY OR SERVICES, OR THE SERVICES, TECHNOLOGY, TEXT, GRAPHICS, OR LINKS.

NOTIP DOES NOT WARRANT THAT THE TECHNOLOGY OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE TECHNOLOGY OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE TECHNOLOGY OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NOTIP SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.

20. Internet Delays

Technology and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as otherwise required by applicable law and subject to the Non-Excludable Provisions, NoTip is not responsible for any delays, delivery failures, damage, loss, injury, or other economic damage resulting from such problems.

21. Breach and Limitation of Liability

This Section 21 applies to the fullest extent permitted by applicable law, and some provisions in this Section 21 may not apply in certain jurisdictions.

(a) United States. This Section 21(a) applies to the United States. You understand and agree that a key element of the Services and this Agreement is your and our mutual desire to keep the Services simple and efficient and to provide the Technology and Services at low cost. You understand and agree to the limitations on remedies and liabilities set forth in this Section 21(a) to keep the Technology and Services simple and efficient, and costs low, for all Users.

(i) Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOTIP’S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO NOTIP IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS CAP ON LIABILITY SHALL APPLY FULLY TO RESIDENTS OF THE STATE OF NEW JERSEY IN THE UNITED STATES.

(ii) Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOTIP SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE, AND ECONOMIC ADVANTAGE). THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES, AND THE ENTIRE DISCLAIMER OF DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE, OR FOR ANY INJURY CAUSED BY NOTIP’S FRAUD OR FRAUDULENT MISREPRESENTATION, SHALL NOT APPLY TO USERS WHO RESIDE IN THE STATE OF NEW JERSEY IN THE UNITED STATES OR THE PROVINCE OF QUÉBEC IN CANADA.

22. Exclusive Venue

(a) United States Consumers. If you are a United States Consumer, to the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and NoTip agree that all claims and disputes arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services as a User of the Services, to any advertising or marketing communications regarding NoTip or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with NoTip as a User of our Services (this includes, without limitation, any contract claim, tort claim, statutory claim, or claim for unfair competition), will be litigated exclusively in the state or federal courts located in Cincinnati Ohio.

23. Termination

If you violate this Agreement, NoTip may respond based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists.

In addition, at its sole discretion, NoTip may modify or discontinue the Technology or Services, or may modify, suspend, or terminate your access to the Technology or the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Technology or the Services, NoTip reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal, or injunctive redress. Even after your right to use the Technology or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

24. Procedure for Making Claims of Copyright Infringement

It is NoTip’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Notip by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the specific location on the Services of the material that you claim is infringing, including enough information to allow NoTip to locate the material; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

25. General

(a) No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, NoTip, or any third-party provider as a result of this Agreement or use of the Technology or Services.

(b) Choice of Law. Without giving effect to any principles that provide for the application of the law of any other jurisdiction, this Agreement is governed by the laws of: (i) for United States Orders, the State of Delaware consistent with the Federal Arbitration Act.

(c) Severability. Except as otherwise provided in this Agreement, if any provision of this Agreement is found to be invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.

(d) Consumer Complaints. You may report complaints to: (i) for United States Consumers, and in accordance with California Civil Code § 1789.3, the Complaint Assistance Unit of the Division of Consumer Services of the Ohio Department of Consumer Affairs.

(e) Accessing and Downloading the Application from the Apple App Store. The following applies to any Technology accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”):

• You acknowledge and agree that (A) the Agreement is concluded between you and NoTip only, and not Apple; and (B) Notip, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
• In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App Store Sourced Application to you and to the fullest extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between NoTip and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty or condition will be the sole responsibility of NoTip.
• You and NoTip acknowledge that, as between NoTip and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (A) product liability claims; (B) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (C) claims arising under consumer protection or similar legislation.
• You and NoTip acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between NoTip and its partners, such as Zuppler, and Apple, NoTip, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
• You and NoTip acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
• Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

(g) Transfer and Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by NoTip without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. This Agreement binds and insures to the benefit of each party and the party’s successors and permitted assignments.

(h) Currency. Unless otherwise indicated, all prices and other amounts displayed through the Services are in the currency of the jurisdiction where delivery or pickup occurs.

(i) Use Only Where Legally Allowed. You shall not access or use any portion of the Services if you are not legally allowed to do so where you are located.

(j) Subcontracting. NoTip may subcontract any of its obligations under this Agreement without your prior written consent.

(k) Variation of Our Websites or Technology. We may from time to time vary, modify, or discontinue, temporarily or permanently, any or all of our websites or the Technology.

(l) Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. However, nothing in this Agreement shall supersede, amend, or modify the terms of any separate agreement(s) between you and NoTip relating to your work as an employee or independent contractor, including, without limitation, any Independent Contractor Agreement governing your efforts as a Contractor.

26. Contact Information

NoTip welcomes your questions or comments regarding this Agreement. Please find our contact information below:

Email: support@notip.ai