This is a legally binding agreement between you and TipSnaps LLC, including any successor or affiliated entity. This agreement contains disclaimers of warranties, limitations on liability, releases, a class-action waiver, and the requirement to arbitrate all claims that may arise under this agreement. This agreement provides us with your absolute and unconditional consent, waiver, and release of liability, allowing us to publicize and commercially exploit your fictitious name, likeness, and other personal characteristics. These provisions form an essential basis of this agreement. By clicking on the words “I agree,” “submit,” or similar syntax or by otherwise typing your name, you are electronically signing this agreement, and thus agreeing to be bound by and acknowledging your complete acceptance of all the express and incorporated terms of this agreement. If you do not agree to this agreement, you must not use the TipSnaps.com website.
Child Pornography Prohibited. We expressly prohibit the promotion or depiction of child pornography or sexual abuse of children on the Website. The Website only allows visual media of consenting adults for consenting adults. We will report any alleged child pornography or content considered exploitative of children to the National Center for Missing and Exploited Children’s CyberTipline and to any other appropriate law enforcement agency. Any account with alleged child pornography will be suspended pending investigation.
No Prostitution or Sex Trafficking. The promotion of prostitution, escort services, personal companions, etc., are contrary to our purpose and will not be tolerated in any fashion. We prohibit you from using the Website in any way to engage in, participate in, assist, support, or facilitate any act of prostitution or sex trafficking. You must not use the Website to exchange any personal information with any Tipper or have any communication with any Tipper that would in any way result in any type of face-to-face meeting involving you and that Tipper. If you violate this prohibition, we will cancel your account, and you will forfeit any payments owed to you under this agreement. We will report any evidence of prostitution or sex trafficking to the appropriate law enforcement agency.
Last Updated: January 11, 2021
This Creator agreement is between TIPSNAPS LLC, a Delaware limited liability company (“Company”), and you, the individual or entity signing up to be a creator (“Creator”).
TipSnaps owns and operates the social media content sharing website known as www.tipsnaps.com (“Website”), which provides Creators with billing solutions, advertising media, storage, hosting, live streaming software, and virtual webspace through a proprietary web interface to monetize their content and interact with Tippers.
The Creator wants to use the Website to monetize the Creator’s content and interact with Tippers.
The parties therefore agree as follows:
- Applicability. The Website’s Terms-of-Service Agreement sets out the general terms of the Creator’s use of the Website. This Creator agreement governs the Creator’s use of the Website to monetize the Creator’s content and to interact with Tippers. If any inconsistency exists between the statements in the body of this agreement and the Website’s Terms-of-Service Agreement, the statements in the body of this agreement will control.
- Eligibility. To participate as a Creator, the Creator must be at least 18-years old (or the age of majority if higher) and have the legal capacity to enter into legally binding contracts. In addition, the Creator must have over 5,000 followers on mainstream social media platforms to be approved as a Creator.
- Registration. To register, the Creator must complete the applicable registration form and submit a copy of a valid government-issued picture identification (in color) that contains the Creator’s full legal name, date of birth, and expiration date for age and identity verification purposes. If the Creator lives in the United States, the Creator must also submit a completed W-9 Form. The Creator authorizes TipSnaps to verify the validity of the Creator’s government-issued picture identification with a third-party verification service. TipSnaps will notify the Creator of rejection by email to the Creator’s email address.
- Statements of Fact. By registering, the Creator states that the following facts are accurate: (a) all account registration information is accurate (and will continue to be accurate during this agreement); (b) if the Creator previously had an account, the Creator’s old account was not terminated or suspended by TipSnaps for violation of this agreement; (c) the Creator’s registration is for the Creator’s own use, and the Creator will not sell, rent, or transfer the Creator’s account to any third party; and (d) the Creator will not use any third-party payment processors to accept payments for any Creator Offerings.
Company Proprietary Rights; Limited License
- Ownership. The content, data, and materials on the Website, except the Creator Content (as defined below), including the text, graphics, interactive features, logos, images, photos, audio (for example, music and other sounds), videos, software, and all other audible, visual, or downloadable materials, as well as the selection, organization, coordination, compilation, and overall look and feel of the Website (collectively, “Materials”), are the intellectual property of TipSnaps, its licensors, and its suppliers. United States copyright, trade dress, patent, trademark, and other laws protect the Website and the Materials. Proprietary rights and all rights to the Website and the Materials remain with TipSnaps, its licensors, or its suppliers, as the case may be. The Creator does not acquire any ownership rights to the Website or the Materials. Except as TipSnaps expressly authorizes in writing, the Creator will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit the Website or any of the Materials. If, with authorization, the Creator downloads or prints a copy of any Materials for the Creator’s personal use, the Creator must keep all copyright, trademark, or other proprietary notices. TipSnaps reserves all rights not expressly granted in and to the Website and the Materials.
- Trademarks. TipSnaps’s name and logo; the term TIPSNAPS; the Website’s logo; and all related names, domain names, logos, product and service names, designs, and slogans are TipSnaps’s service marks and trademarks. The Creator will not use these marks without TipSnaps’s written permission. All other names, logos, product and service names, designs, and slogans on the Website are the service marks and trademarks of their respective owners.
- Limited License. TipSnaps hereby grants the Creator a nonexclusive, nontransferable, nonsublicensable (except as otherwise provided in this agreement), revocable, limited license to access and use the Website, the Materials, and the related software solely under this agreement, including the right to create a page, upload or broadcast content, and sell content and other offerings through the Website. TipSnaps prohibits any use other than permitted by this agreement.
- Website Availability. TipSnaps may alter, remove, or discontinue any part of the Website or the Materials on the Website, at any time, for any reason, without notice, and TipSnaps will not be liable to the Creator in any way for possible consequences of those changes.
- Account Creation. During the registration process, the Creator will create an account by providing TipSnaps with accurate information as prompted by the registration form, including a valid email address. The Creator also will choose a password and a unique username. The Creator must not select a username that is offensive or that infringes another person’s service mark, trademark, or trade name.
- Responsibility for Account. The Creator is responsible for maintaining the confidentiality of the Creator’s password and account (including any subaccounts). Further, the Creator is responsible for all activities that occur under the Creator’s account, including any acts or omissions of any authorized persons that the Creator adds to the Creator’s account or any subaccount. The Creator will promptly notify TipSnaps of any unauthorized use of the Creator’s account (including any subaccount) or any other security breach.
- Liability for Account Misuse. TipSnaps will not be liable for any loss that the Creator may incur as a result of someone else using the Creator’s password or account, either with or without the Creator’s knowledge. The Creator could be held liable for losses incurred by TipSnaps or another person due to someone else using the Creator’s account or password.
- Use of Other Accounts. The Creator must not use anyone else’s account at any time.
- Account Security. TipSnaps cares about the integrity and security of the Creator’s personal information. But TipSnaps cannot guarantee that unauthorized persons will never be able to defeat the Website’s security measures or use any personal data the Creator provides to TipSnaps for improper purposes. The Creator acknowledges that the Creator submits personal data at the Creator’s own risk.
- Creator Page. The Creator may create one or more pages (“Creator Page”) on the Website to display and offer various content and services, including paid live streams, paid videos, paid photos, paid timeline, paid daily stories, paid comments, paid messages, paid chat, allowing Tippers to subscribe to the Creator Page for a one-time or recurring fee, and other paid content and services (collectively, “Creator Offerings”).
- Creator Content. The Creator may create, upload, send, broadcast, or display various media, content, and material of the Creator’s own creation to or through the Creator Page, including photos, videos, images, audio (for example, music and other sounds), text, graphics, trademarks, logos, and artwork (collectively, “Creator Content”). TipSnaps does not and will not control the manner or means by which the Creator creates or broadcasts the Creator Content, including the time and place of the creation or broadcasting of the Creator Content. The Creator will solely determine the schedule and the methods, details, and means of creating or broadcasting the Creator Content. The Creator will supply, at the Creator’s own expense, all clothing, make-up, accessories, tools, equipment, and instrumentalities needed to produce or broadcast the Creator Content. The Creator acknowledges that TipSnaps is merely providing the Creator a platform to broadcast or distribute the Creator Content through the Website. The Creator Content must not include third-party intellectual property (such as copyrighted material) unless the Creator has a written license from that party or is otherwise legally entitled to do so (i.e., fair use).
- Interactive Services. The Creator may use various interactive features, including live streaming, live chat, messaging, email, timeline, and comments sections designed to foster interactions between the Creator and Tippers (“Interactive Services”). The Creator will remain responsible for all feedback transmitted by the Creator or Tippers through the Interactive Services. TipSnaps is not required to review, endorse, police, or enforce any relationships, interactions, or content shared between the Creator and any Tipper using the Interactive Services. Nor is TipSnaps required to resolve any dispute between the Creator and any Tipper or any other person.
Acceptable Use Policy. The Creator acknowledges that the Creator is solely responsible for the Creator Content that the Creator offers, publishes, broadcasts, transmits, or posts on or through the Creator Page or the Interactive Services. The Creator Page, the Creator Content, the Creator Offerings, and the Interactive Services must not:
- Contain any material that is harmful, threatening, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Depict or portray minors, incest, rape or nonconsensual sex, extreme violence, torture, nonconsensual pain, blood, cutting, erotic asphyxiation, torture, necrophilia, sadomasochistic abuse or bondage, genital mutilation, bestiality, urination, defecation, enema play, vomiting, menstrual bleeding, or paraphilia.
- Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any copyright, patent, service mark, trademark, trade name, trade secret, or other intellectual property or proprietary rights of any other person.
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable law or otherwise may be in conflict with this agreement or the Website’s Terms-of-Service Agreement.
- Be likely to deceive any person.
- Depict or promote the use of illegal drugs or controlled substances even if those illegal drugs or controlled substances have been legalized or decriminalized in the Creator’s jurisdiction.
- Discuss, facilitate, promote, advertise, or solicit any illegal activity, or advocate, discuss, facilitate, promote, advertise, solicit, or assist any unlawful act, including prostitution or sex trafficking.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person or misrepresent the Creator’s identity or affiliation with any individual or organization.
- Display any telephone numbers, street addresses, last names, email addresses, URLs, or any confidential information of any person.
- Display any images or videos containing confidential or personal information without authorization.
- Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users, including unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, information announcements, charity requests, and petitions for signatures.
- Give the impression that it emanates from or is endorsed by TipSnaps or any other individual or entity if this is not the case.
- Contain technically harmful material, including computer viruses, logic bombs, Trojan horses, worms, malware, ransomware, harmful components, corrupted data, or other malicious software or harmful data.
Engaging in any of the above practices will be considered a material breach of this agreement and may result in immediate termination of the Creator’s account and access to the Website without notice, in TipSnaps’s sole discretion. TipSnaps may pursue any legal remedies against the Creator if the Creator engages in any of the above-prohibited conduct. TipSnaps will also report any Creator Offering that could be considered exploitative of children in any way to the National Center for Missing and Exploited Children’s CyberTipline and any other applicable legal and regulatory bodies.
- Filtering Tools. The Website may allow the Creator to use various blocking and filtering features to block users based on geographical IP regions from accessing the Creator Page. The Website may also allow the Creator to block individual Tippers. The Creator remains solely responsible for all acts or omissions associated with the Creator’s use of any filtering tools.
- Monetizing Creator Offerings on the Website. The Creator may allow Tippers to subscribe to the Creator Page for a one-time or recurring fee. The Creator may also sell Creator Offerings for a one-time fee. The Creator is solely responsible for setting the prices for the Creator Offerings, including the subscription fees for the Creator Page. The Creator’s Tippers must submit payment through the Website’s billing interface. The Creator will not use any third-party payment processors to accept payments for any Creator Offerings.
- 18 U.S.C. § 2257 Compliance. The Creator will comply with the federal record-keeping and labeling requirements codified at 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75. The Creator will obtain and keep all records necessary to prove that the Creator complies with 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, including legible copies of picture identification cards (as defined by 28 C.F.R. 75.1) for each individual appearing in any Creator Content on the date of the production of that Creator Content. The Creator or a third-party service provider will act as the “Custodian of Records” as required by 28 C.F.R. Part 75 and will keep all required records at the Creator’s or that third party’s primary address. The Creator will make available to TipSnaps or any government official, and copy at TipSnaps’s request, all records required to be kept under 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75.
- Content Removal. The Creator may delete the Creator Page or remove the Creator Content or Creator Offerings at any time, on condition that the Creator will continue to make the Creator Content available to those Tippers who have purchased access to that Creator Content unless the Creator makes available downloadable copies to those Tippers or offers to refund those Tippers for their purchase at the Creator’s own expense. If the Creator offers subscriptions to the Creator Page, the Creator must keep the Creator Page until the last subscription expires.
Creator Proprietary Rights
- Creator Content Ownership. TipSnaps does not claim any ownership rights in the Creator Page or the Creator Content. The Creator continues to retain any ownership rights that the Creator may have in the Creator Page and the Creator Content subject to the licenses granted in sections 5.9(b), 5.9(c), and 5.9(e).
- Creator License to TipSnaps. The Creator hereby grants TipSnaps, its affiliates, service providers, and each of their and TipSnaps’s respective licensees a worldwide, sublicensable, transferrable license to broadcast, stream, host, cache, route, transmit, store, copy, modify, distribute, publicly perform and display (through all media now known or later created), reformat, excerpt, analyze, create algorithms based on, prepare derivative works of, sell, exploit, and otherwise use the Creator Page, the Creator Content, and any associated trademarks, service marks, or trade names solely in connection with the Website and TipSnaps’s business, including for (a) displaying the Creator Page and the Creator Content on the Website; (b) allowing Tippers to view the Creator Page and view, play, stream, or download the Creator Content; and (c) promoting the Creator Page, the Creator Content, the Creator Offerings, and the Website. The foregoing license includes the right to reproduce, distribute, display, perform, make derivative works from, or otherwise exploit the Creator Page and the Creator Content in proximity with or in connection with any third-party content, including advertisements.
- Creator License to Tippers. The Creator also hereby grants each Tipper who obtains access to the Creator Content through the Creator Page a worldwide, nonexclusive license to access the Creator Content through the Creator Page, and to use that Creator Content, including to display, stream, and perform it, only as enabled by a feature of the Website (such as video playback). This license does not grant any rights or permissions for a Tipper to make use of the Creator Content independent of the Website.
- Duration of License. The licenses granted by the Creator continue for a commercially reasonable period after the Creator removes or deletes the Creator Content from the Creator Page. The Creator acknowledges that TipSnaps may keep, but not display, distribute, or perform, server copies of the Creator Content that have been removed.
- Use of Creator’s Fictitious Name, Likeness, and Information. The Creator hereby grants TipSnaps and its affiliates, and each of their respective direct and indirect successors, licensees, and assigns the right to use the Creator’s fictitious name, image, likeness, and biographical and professional information, including information the Creator provides to TipSnaps and any other information publicly available about the Creator, in connection with the Website, the Creator Content, and the Creator Offerings, including advertising and promoting the Website, the Creator Content, and the Creator Offerings, throughout the universe and in any medium or format now existing or later developed without further consent from or any royalty, payment, or other compensation to the Creator. The Creator acknowledges that the Creator’s fictitious name and likeness may appear on websites that may contain pornographic content, including content that the Creator might consider obscene, indecent, offensive, or otherwise objectionable. The Creator waives any right to inspect or approve TipSnaps’s use of the Creator’s fictitious name and likeness. The Creator must obtain a signed written appearance release, waiver of rights, and release of claims for each identifiable person in the Creator Content to allow the use of their fictitious name and likeness in the Creator Content and to allow the Creator Content to be posted on the Website.
- Moral Rights Waiver. The Creator waives all claims the Creator may now or later have in any jurisdiction to so-called “moral rights” or rights of droit moral in the Creator Page and the Creator Content.
Monitoring and Enforcement
TipSnaps may do any of the following at any time:
Remove or block the Creator Page or any of the Creator Offerings or Creator Content for any reason or no reason at TipSnaps’s sole discretion. The reasons for rejection may include where TipSnaps believes that the Creator Page or the Creator Content breaches this agreement, including section 5.4, or violates applicable law.
Take any action with respect to the Creator Page, the Creator Offerings, or the Creator Content that TipSnaps considers necessary or appropriate in its sole discretion, including if TipSnaps believes that the Creator Page, the Creator Offerings, or the Creator Content breaches this agreement, infringes any intellectual property right of any person, threatens the personal safety of the Website’s users or the public, could create liability for TipSnaps, or otherwsie violates applicable law.
- Disclose the Creator’s identity or other information about the Creator to any person who claims that the Creator Page, the Creator Offerings, or the Creator Content violates their rights, including their intellectual property rights or their right to privacy or publicity.
- Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website.
Terminate or suspend the Creator’s access to all or part of the Website for any reason, including breach of this agreement.
- TipSnaps fully cooperates with law enforcement authorities and court orders requesting or directing TipSnaps to disclose the identity or other information of anyone posting any content on the Website. The Creator hereby waives any claims the Creator might have against TipSnaps, including its affiliates, licensees, and service providers, resulting from any action taken by TipSnaps during or because of TipSnaps’s investigations and from any actions taken because of investigations by either TipSnaps or law enforcement authorities.
- TipSnaps does not endorse the opinions expressed in the Creator Page, the Creator Content, the Creator Offerings, or the Interactive Services. TipSnaps cannot and does not review the Creator Page, the Creator Content, or the Creator Offerings before the Creator posts it and cannot ensure prompt removal of objectionable Creator Content after it has been posted. TipSnaps will not be liable for any action or inaction regarding transmissions, communications, or content provided by any person. TipSnaps will not be liable to anyone for performance or nonperformance of the activities described in this section 5.10.
- Revenue Share; Payouts. TipSnaps will pay the Creator according to the Payment Policy posted on the Website.
- Limitations. TipSnaps is not required to pay the Creator for any transaction that is subject to a refund or chargeback. TipSnaps may withhold amounts or make adjustments in its sole discretion (a) to satisfy any refunds that it may make (including for technical errors); (b) pending any investigation of fraud or other illegality; (c) due to excessive chargebacks or refunds; (d) due to breach of this agreement; and (e) as required by U.S. tax law. If TipSnaps is unable to payout the Creator after six months as a result of inaccurate information in the Creator’s account and TipSnaps is unable to contact the Creator, that revenue will be forfeited and become TipSnaps’s property.
- Taxes. Income taxes are solely the Creator’s responsibility. TipSnaps may withhold from any amounts due to the Creator that TipSnaps determines in good faith must be withheld under U.S. tax law. TipSnaps may file reports concerning income with any taxing authority, including the U.S. Internal Revenue Service.
- Disputes. If the Creator disputes the calculation of the Creator’s compensation under this agreement, the Creator must notify TipSnaps in writing no later than 30 days after the disputed calculation. Failure to notify TipSnaps within this period will result in the Creator’s waiver of any claims related to the disputed calculation.
Relationship of the Parties
- The parties intend that their relationship will be that of independent contractors and not business partners. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither party is the agent for the other, and neither party has the right to bind the other on any agreement with another person, except that when TipSnaps receives the Creator’s revenue, it is collecting and holding it on the Creator’s behalf until distribution under the Payment Policy.
- The Creator is not eligible under this agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by TipSnaps to its employees.
- TipSnaps is not responsible for withholding or paying any income, payroll, Social Security, or other foreign, federal, state, or local taxes; making any insurance contributions, including unemployment or disability; or obtaining worker’s compensation insurance on the Creator’s behalf. The Creator is solely responsible for all those taxes or contributions, including penalties and interest. The Creator is also responsible for keeping adequate worker’s compensation coverage or insurance for the Creator and any employee or other personnel engaged by the Creator.
- Any persons employed or engaged by the Creator in connection with the creation, production, submission, or broadcasting of the Creator Content must be the Creator’s employees or contractors, and the Creator will be fully responsible for them and indemnify TipSnaps against any claims made by or on behalf of any such employee or contractor. The Creator will require each such employee and contractor to sign written agreements securing for TipSnaps all rights granted to TipSnaps in this agreement before that employee or contractor provides, creates, or broadcasts any Creator Content in connection with this agreement.
Statements of Fact. The Creator states that the following facts are accurate and will continue to be accurate during this agreement:
- The Creator is at least 18-years old and has the legal capacity to enter into this agreement.
- The Creator has the power to enter into this agreement, to grant the rights and licenses granted in it, and to perform the Creator’s obligations in this agreement.
- The Creator is duly licensed, authorized, and certified by all applicable governmental and regulatory authorities to perform the Creator’s duties and obligations under this agreement.
- The Creator is not, nor is the Creator acting for any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals, or entities under U.S. law, including regulations issued by the U.S. Office of Foreign Assets Control (OFAC).
- The Creator is not, nor is the Creator acting for any person or entity that is, a Specially Designated National (SDN), as OFAC may designate on one or more occasions.
- The Creator has independently evaluated the desirability of participating on the Website, and the Creator has not relied on any statement other than those in this agreement.
- The Creator’s signing and performance of this agreement will not conflict with or violate (a) any order, judgment, or decree that applies to the Creator; or (b) any agreement that applies to the Creator.
The Creator’s performance under this agreement will not:
- invade the right of privacy or publicity of any person (including invasion of rights of celebrity);
- involve any defamatory, obscene, indecent, or otherwise unlawful material;
- violate any applicable law, including 18 U.S.C. § 1591 (sex trafficking of children or by force, fraud, or coercion), and 18 U.S.C. § 2421A (promotion or facilitation of prostitution and reckless disregard of sex trafficking); or
- otherwise infringe on the rights of any third parties, including those of copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual-property rights, or engage in false advertising, unfair competition, violation of antidiscrimination law, or violation of any other right of any person.
- The Creator owns all interest in the Creator Content that is uploaded to the Creator Page or otherwise used in connection with the Website.
- If the Creator Content includes third-party intellectual property (such as copyrighted material), the Creator has written permission from that party to use it or is otherwise legally entitled to include that third-party intellectual property.
- The Creator has sufficient rights in the Creator Content to grant TipSnaps the rights granted in this agreement (including a signed written appearance release for each identifiable person in the Creator Content to use their fictitious name and likeness).
- The Creator Content does not depict any individual under 18-years old.
- The Creator complies with 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, including inspecting and keeping all required written documents, including written documents sufficient to confirm that all subjects of the Creator Content were at least 18-years old at the time of the production of the Creator Content as required by 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, and will provide TipSnaps with copies of all required written documents on request.
- No-Disparaging. During this agreement and for two years after its termination, the Creator must not take any action that is intended, or would reasonably be expected, to harm TipSnaps, its reputation, or the Website’s reputation, or that would reasonably be expected to lead to unwanted or unfavorable publicity to TipSnaps or the Website. But nothing will prevent the Creator from making any truthful statement in connection with any legal proceeding or investigation by TipSnaps or any government body.
- Termination on Notice; Account Deletion. Either party may terminate this agreement at any time for any reason by written notice to the other party. Subject to section 5.8, the Creator may also terminate this agreement at any time by deleting the Creator’s account.
- Termination by Company. TipSnaps may suspend, disable, or terminate the Creator’s account for any reason, including (a) the Creator’s breach of this agreement; (b) the Creator Page or the Creator Content infringes any intellectual property right of another person; (c) the Creator’s fraudulent, illegal, or suspicious activity; (d) the Creator engaged in conduct that threatens the personal safety of the Website’s users or the public or would tend to damage TipSnaps’s reputation and goodwill or create liability for TipSnaps; or (e) the Creator violates applicable law.
- Effect of Termination. On termination, the Creator’s right to access the Website and all licenses granted by TipSnaps terminate, and TipSnaps will remit to the Creator, no later than 45 days after the date of termination, all outstanding and undisputed Creator Revenues earned under this agreement. In addition, the Creator acknowledges that TipSnaps may set off against any Creator Revenues owed to the Creator any loss incurred under section 16 (Indemnification).
- Survival. Any part of this agreement that imposes an obligation after termination will survive the termination, including all warranty disclaimers and limitations of liability.
TipSnaps is not making any guarantee of profitability or about the amount of money the Creator will earn under this agreement. The Creator acknowledges that past earnings do not guarantee or suggest similar future earnings.
- The Creator assumes sole responsibility for all risks, consequences, and damages resulting from the Creator’s interaction and association with the Website, including risks associated with publicly appearing on the Internet; the risk of recording, piracy, or unauthorized dissemination of the Creator Content; or the risk of publication of the Creator’s identity, including publication of the Creator’s personal information.
TipSnaps is not making any warranty—express or implied—that
the use of the Website will be timely, uninterrupted, or error-free (whether as a result of technical failure, acts or omissions of third parties, or other causes) or will operate in combination with any other hardware, software, system, or data;
- the Website or the Materials will meet the Creator’s requirements or expectations;
- the Website or the Materials will be accurate or reliable;
- errors or defects on the Website will be corrected; or
- the servers that make the Website available are free of viruses or other harmful components.
- TipSnaps offers the Website and the Materials “as is.” TipSnaps is not making any warranty, either express or implied, including any implied warranty of merchantability, fitness for a particular purpose, and noninfringement for the Website or the Materials. No advice or information, whether oral or written, obtained from TipSnaps, the Website, or elsewhere will create any warranty not expressly stated here.
Limitation of Liability
TipSnaps, its members, managers, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers will not be liable to the Creator for any of the following:
- Errors, mistakes, or inaccuracies of the Website or the Materials;
- Personal injury or property damage resulting from the Creator’s access to or use of the Website or the Materials;
- Materials (including Creator Content) or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, abusive, invasive of privacy, or illegal;
- Unauthorized access to or use of TipSnaps’s servers and any personal or financial information stored in them, including unauthorized access or changes to the Creator’s account, the Creator Content, transmissions, or data;
- Interruption or cessation of transmission to or from the Website;
- Denial-of-service (DoS) attack or distributed denial-of-service (DDoS) attack;
- Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Website by any person or that might infect the Creator’s computer or affect the Creator’s access to or use of the Website or the Creator’s other services, hardware, or software;
- Incompatibility between the Website and the Creator’s other services, hardware, or software;
- Delays or failures the Creator might experience in starting, conducting, or completing any transmissions to or transactions through or with the Website; or
- Loss or damage incurred because of the use of any Materials posted, emailed, sent, or otherwise made available through the Website.
- TipSnaps, its members, managers, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers will not be liable to the Creator for breach-of-contract damages that TipSnaps could not reasonably have foreseen on entry into this agreement. TipSnaps, its members, managers, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers also will not be liable to the Creator—regardless of theory of liability and even if TipSnaps knew or should have known of the possibility of these damages—for damages for any of the following: (a) personal injury; (b) pain and suffering; (c) emotional distress; (d) loss of use; (e) loss of services; (f) loss of profits; (g) loss of revenue; (h) loss of goodwill; (i) loss of contracts; (j) loss of data; (k) loss of privacy; (l) loss of business or opportunity; or (m) cost of obtaining substitute services related to the Website.
- Except as stated in section 16 (Indemnification), neither party will be liable to the other party for indirect, incidental, special, statutory, exemplary, or punitive damages arising from or relating to this agreement, regardless of the theory of liability and even if that party knew or should have known of the possibility of these damages, including loss of revenue or anticipated profits or lost business.
- The total cumulative liability of TipSnaps, its members, managers, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers to the Creator will not exceed the greater of (a) total amount owed to the Creator under this agreement and (b) $250 even if the remedy fails of its essential purpose.
Waiver of California Civil Code Section 1542—California Residents Only. If the Creator lives in California, the Creator acknowledges that the Creator understands the consequences of entering into the general release and discharge of all known and unknown claims as stated in this agreement and that the Creator is familiar with the provisions of section 1542 of the California Civil Code, which provides that:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
The Creator waives all rights under section 1542 and any other federal or state statutes or laws of similar effect.
Scope of Disclaimers and Limitations. The disclaimers and limitations stated in sections 12 and 13 apply to the greatest extent allowed by law, but no more. TipSnaps does not intend to deprive the Creator of any mandatory protections provided to the Creator by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the limitation of some damages, or other matters, one or more of the disclaimers or limitations might not apply to the Creator.
- In General. The Creator will pay TipSnaps, its members, managers, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers (collectively, “Indemnified Parties”) for any loss of an Indemnified Party’s that is caused by (a) the Creator’s use of the Website, including the Interactive Services or the Materials; (b) the Creator Page, the Creator Content, or the Creator Offerings; (c) the Creator’s dispute with any Tipper or other person; (d) the Creator’s breach of this agreement; (e) the Creator’s infringement of third-party intellectual property rights or violation of any other third-party rights; (f) the Creator’s violation of applicable law; (g) the Creator’s tortious acts or omissions; or (h) the Creator’s criminal acts or omissions. But the Creator is not required to pay if the loss was caused by the Indemnified Party’s intentional misconduct.
- Definitions. “Loss” means an amount that the Indemnified Party is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages. A loss is “caused by”an event if the loss would not have occurred without the event, even if the event is not a proximate cause of the loss.
- Indemnified Party’s Duty to Notify. The Indemnified Party will notify the Creator before the 15th business day after the Indemnified Party knows or should reasonably have known of a claim for a loss that the Creator might be obligated to pay. The Indemnified Party’s failure to give the Creator timely notice does not terminate the Creator’s obligation, except to the extent that the failure prejudices the Creator’s ability to defend the claim or mitigate losses.
- Legal Defense of a Claim. The Indemnified Party has control over defending a claim for a loss (including settling it) unless the Indemnified Party directs the Creator to control the defense. If the Indemnified Party directs the Creator to control the defense, the Creator will not settle any litigation without the Indemnified Party’s written consent if the settlement (1) imposes a penalty or limitation on the Indemnified Party, (2) admits the Indemnified Party’s fault, or (3) does not fully release the Indemnified Party from liability. The Creator and the Indemnified Party will cooperate in good faith on a claim.
- No Exclusivity. The Indemnified Parties’ rights under this section 16 do not affect other rights that they might have.
- Litigation Election. Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive relief, or (b) a suit to compel compliance with this section 17.
- Arbitration. The parties will settle any dispute arising out of or relating to this agreement, or the breach of it, by arbitration administered by JAMS under its Streamlined Arbitration Rules & Procedures. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable. A single arbitrator will preside over the arbitration and issue a final award on all issues submitted to the arbitrator. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator will not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Arbitration will take place in Sussex County, Delaware, unless the parties agree otherwise in writing. The parties will bear equally the costs of arbitration, including the fees and expenses of the arbitrator, and each party will bear the costs associated with its case, except the arbitrator will award costs and fees to the Prevailing Party under section 17.5. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the parties’ prior written consent.
- Injunctive Relief. The Creator acknowledges that breach by the Creator of this agreement could cause irreparable harm for which damages would be an inadequate remedy. If any breach occurs or is threatened, TipSnaps may seek an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security.
- Jurisdiction and Venue. If a party brings any proceeding seeking an injunction, a restraining order, or any other equitable remedy to which that party is entitled under this agreement, that party will bring that proceeding only in the United States District Court for the District of Delaware or in any state court of competent jurisdiction in Sussex County, Delaware, and each party submits to the exclusive jurisdiction and venue of those courts for purposes of any proceeding. Each party waives any claim that any proceeding brought under section 17.4 has been brought in an inconvenient forum or that the venue of that proceeding is improper.
- Recovery of Expenses. In any arbitration or litigation proceedings between the parties arising out of or relating to this agreement, the Prevailing Party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the Prevailing Party incurs in those proceedings, including legal fees and expenses. For purposes of this section 17.5, “Prevailing Party” means, for any proceedings, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the Prevailing Party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the Prevailing Party in those proceedings.
- Jury Trial Waiver. Each party waives its right to a trial by jury in any proceedings arising out of or relating to this agreement. Either party may enforce this waiver up to and including the first day of trial.
- Class Action Waiver. The parties will conduct all proceedings to resolve a dispute in any forum on an individual basis only. Neither the Creator nor TipSnaps will seek to have any dispute heard as a class action or participate in any other proceeding in which either party acts or proposes to act in a representative capacity. The parties will not combine any proceeding with another without the advanced written consent of all parties to all affected proceedings.
- Limited Time to Bring Claims. A party will not bring a claim arising out of or relating to this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.
Entire Agreement. This agreement, together with the Website’s Terms-of-Service Agreement, constitutes the entire agreement of the parties concerning the subject matter and supersedes all earlier written or oral discussions, negotiations, proposals, undertakings, understandings, and agreements between the parties concerning the subject matter. If any inconsistency exists between the statements in the body of this agreement and the Website’s Terms-of-Service Agreement, the statements in the body of this agreement will control.
- Amendment. TipSnaps may change this agreement on one or more occasions, on condition that changes will not apply to ongoing disputes or disputes arising out of events occurring before the posted changes. TipSnaps will notify the Creator through the Website or by email of any changes to this agreement. Changes will become effective when posted on this page. It is the Creator’s responsibility to check this page periodically for changes to this agreement. If the Creator continues to use the Website after any change, TipSnaps will consider the Creator’s continued use of the Website as acceptance of the change unless the Creator notifies TipSnaps in writing of the Creator’s disagreement and the reasons for the Creator’s disagreement no later than 15 days after the change. TipSnaps will contact the Creator no later than 15 days after receiving the notice to address the notice and try to reach a mutually amicable resolution. If TipSnaps is unable to resolve the Creator’s disagreement, the Creator’s sole remedy is to terminate this agreement.
- Assignment and Delegation. This agreement is personal to the Creator. The Creator will not assign any of the Creator’s rights or delegate any performance under this agreement, except with TipSnaps’s prior written consent. TipSnaps may assign any of its rights or delegate any performance under this agreement without the Creator’s consent. Any purported assignment of rights or delegation of performance by the Creator in breach of this section 18.3 is void.
- Waivers. If TipSnaps fails to exercise or enforce any right or provision of this agreement, it will not constitute a waiver of that right or provision. Any waiver of any provision of this agreement will be effective only if in writing and signed by the relevant party.
- Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
- Notice to TipSnaps. The Creator may give notice to TipSnaps by email to email@example.com unless a different email address is listed on the Website for giving notice. TipSnaps may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to TipSnaps. TipSnaps will consider an email notice received by it only when TipSnaps’s server sends a return message to the Creator acknowledging receipt.
Notice to the Creator. The Creator consents to receive any notice from TipSnaps in electronic form either (1) by email to the email address listed in the Creator’s account or (2) by posting the notice on a place on the Website chosen for this purpose. The Creator may change the Creator’s contact information on one or more occasions by updating the contact information in the Creator’s account. TipSnaps will consider notices sent to the Creator by email received when TipSnaps’s email service shows transmission to the Creator’s email address.
- Governing Law. Delaware law governs all matters arising out of or relating to this agreement, including its validity, interpretation, construction, performance, and enforcement, without giving effect to its conflicts of law principles.
- Force Majeure. TipSnaps is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including (a) acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters; (b) war, riot, arson, embargoes, acts of civil or military authority, or terrorism; (c) fiber cuts; (d) strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials; (e) failure of the telecommunications or information services infrastructure; and (f) hacking, SPAM, or any failure of a computer, server, network, or software.
- No Third-Party Beneficiaries. Except for the Indemnified Parties, who are third-party beneficiaries of section 16 of this agreement having the right to enforce section 16, this agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
- Successors and Assigns. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.
- Electronic Signature. The Creator acknowledges that any affirmation, assent, or agreement the Creator sends through the Website in response to a prompt binds the Creator. The Creator further acknowledges that when the Creator clicks on an “I agree,” “I consent,” or other similarly worded “button” or entry field using a mouse, keystroke, or other device, this action is the legal equivalent of the Creator’s handwritten signature and binds the Creator in the same way.
- Voluntary Agreement. The Creator has entered into this agreement voluntarily and for valid reasons. The Creator acknowledges that the Creator (i) has carefully read this agreement, (ii) discussed it with the Creator’s attorneys or other advisors, (iii) understood all the terms, and (iv) will comply with it. The Creator has relied on the advice of the Creator’s attorneys or other advisors about the terms of this agreement and waives any claim that the terms should be construed against the drafter.
- No Reliance. The Creator acknowledges that in electronically signing this agreement, the Creator does not rely and has not relied on any statement by TipSnaps or its agents, except those statements contained in this agreement.
- Consent to Electronic Communications. By using the Website, the Creator consents to receiving communications from TipSnaps electronically, including emails and messages posted to the Creator’s account on the Website. The Creator acknowledges that all communications that TipSnaps provides to the Creator electronically satisfies any legal requirement that those communications be in writing. If the Creator wishes to withdraw the Creator’s consent to receiving electronic communications from TipSnaps at any time, the Creator may notify TipSnaps at firstname.lastname@example.org of the Creator’s withdrawal of consent.