Terms of Service

Welcome to Tipmo. These Terms of Service ("Terms") govern your access to and use of the Tipmo platform, including the websites located at tipmo.com and gratifid.com, mobile applications, web-based tipping pages, NFC (Near Field Communication) tags and other devices, Tipmo Pulse or other venue dashboards, payment facilitation workflows, software, content, support, pilots, and related services (collectively, the "Service").

These Terms are a binding agreement between you and GratifID, Inc. ("GratifID," "Tipmo," "we," "us," or "our"). "Worker" means an individual who registers to receive tips or manage a Tipmo profile. "Tipper" means a person who uses the Service to make a gratuity payment. "Venue" means a hotel, resort, restaurant, golf course, airport, employer, contractor, business, or other organization that deploys or administers the Service for its personnel or locations. "User" means a Worker, Tipper, Venue administrator, or other person using the Service.

If you order or use the Service on behalf of a Venue or other entity, you represent that you have authority to bind that entity, and "you" includes both you and that entity. If an order form, pilot agreement, master services agreement, data processing addendum, or other written agreement signed by GratifID applies to a Venue, that agreement controls over these Terms to the extent of a direct conflict.

By creating an account, activating or using a Tipmo NFC tag, accessing a tipping page, making or receiving a tip, using the worker app, using Tipmo Pulse, participating in a pilot, clicking to accept, or otherwise using the Service, you agree to these Terms and our Privacy Policy, Cookie Policy, and any additional terms presented to you in the Service.

You consent to receive notices, disclosures, and records electronically. You agree that electronic signatures, clickwrap acceptances, account confirmations, transaction records, and other electronic records satisfy any legal requirement that a communication or record be in writing. If you do not agree to these Terms, do not use the Service.

You must be at least 18 years old and legally able to enter into a binding contract to use the Service. You may not use the Service if you are barred from receiving the Service under applicable law, if we previously suspended or terminated your account for cause, or if your use would violate payment processor requirements, sanctions, anti-money-laundering, employment, tax, or other applicable laws.

Workers must create an account and provide accurate, current, and complete information, including identity, tax, payout, and contact information requested by us or our payment processor. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must promptly notify us of unauthorized access, suspected compromise, lost or stolen tags, or inaccurate account information.

Venues are responsible for ensuring that any administrators, managers, employees, contractors, Workers or other personnel they invite to the Service comply with these Terms and any applicable Venue agreement.

The Service enables Tippers to access a web-based tipping experience by tapping an NFC tag, scanning an available code, or using another supported link, and to make voluntary gratuity payments using supported payment methods such as Apple Pay, Google Pay, Stripe Link, cards, or other payment methods made available through a payment processor.

The Service may include Worker profile pages, NFC tags, dynamic or venue-assigned tags, mobile applications, payout and transaction history, ratings, support, optional tax recordkeeping tools, venue dashboards, reporting, analytics, pilot programs, and related administrative functionality.

GratifID is a technology platform provider. GratifID is not a bank, money services business, money transmitter, escrow agent, fiduciary, trustee, payroll provider, employer, staffing agency, tax preparer, tax adviser, broker, lender, or party to any employment, contractor, guest, or service relationship between a Worker, Tipper, and Venue. GratifID does not provide banking, lending, payroll, employment, tax, legal, or financial advice.

Payment processing, identity verification, payouts, chargebacks, refunds, and related financial compliance are provided by Stripe or another third-party payment processor. By using payment features, you agree to provide information requested by us or the payment processor and to comply with the applicable payment processor terms, including Stripe Connect account terms where applicable.

Tips are processed through the payment processor. Timing of availability and settlement may vary based on payment method, risk review, payout schedule, bank processing times, chargebacks, reversals, holds, processor limitations, and applicable law. We may delay, suspend, offset, or withhold amounts to address suspected fraud, disputes, chargebacks, refunds, processor instructions, legal requirements, sanctions screening, negative balances, or violation of these Terms.

Workers are responsible for maintaining valid payout information. If a payout cannot be completed because of inaccurate or incomplete information, processor restrictions, or failure to complete identity or tax verification, funds may be delayed, returned, or handled as required by law and processor rules.

Fees may apply to tips, instant transfers, hardware, replacement tags, optional services, venue subscriptions, custom-branded programs, pilots, or other features. Unless otherwise disclosed in an order form or in the Service, the Worker receiving a tip is responsible for the Tipmo transaction fee. The current transaction fee is 8.5% + $0.30 per tip transaction, which includes payment processing and Tipmo platform services. Instant transfer or other optional payout fees may be charged separately by the payment processor.

We will disclose applicable fees before account activation, tip acceptance, or use of a paid feature. We may change fees prospectively by providing notice through the Service, email, an order form, or other reasonable means. Fee changes do not affect tips already processed before the effective date of the change.

Tipmo may collect platform fees, payment processor fees, hardware fees, subscription fees, pilot fees, or other charges from Workers, Venues, or both, depending on the applicable program. If a Venue has a separate agreement with us, Venue fees will be governed by that agreement.

Tips made through the Service are intended to be voluntary gratuity payments from Tippers to Workers for services rendered. The Service is not intended for payroll, wages, salary, benefits, reimbursements, loans, money transfers unrelated to services, charitable solicitations, gambling, illegal transactions, or any other purpose we do not authorize.

We do not guarantee that any Worker will receive tips, that tips will increase by any amount, that any Tipper will complete a tip, or that any Venue will achieve a particular operational, retention, tax, or financial result. Any examples, averages, ROI statements, tax examples, or projected tip increases are illustrative only and are not guarantees.

Tippers are responsible for confirming the recipient, amount, and payment method before submitting a tip. Except where required by law or processor rules, tips are generally non-refundable once submitted. Chargebacks, payment disputes, suspected fraud, or mistaken payments may result in reversals, holds, offsets, or other remedial actions.

Tipmo tags and devices may be personal tags, venue-associated personal tags, dynamic tags, room tags, counter pucks, wristbands, buttons, rings, keychains, cards, codes, or other form factors. Some tags may be assigned to a specific Worker; others may be reassigned by a Venue or Worker workflow. The tag type, ownership, permitted use, and reassignment rights may vary by program, order form, or in-Service instructions.

You are responsible for proper use and care of tags assigned to you or your Venue. You may not tamper with, clone, scrape, alter, reverse engineer, bypass, overwrite, or circumvent any tag, secure element, redirect, cryptographic, fraud prevention, or activation feature. You must promptly deactivate or report lost, stolen, damaged, misdirected, or compromised tags.

We may deactivate, replace, or require return of tags if necessary for security, fraud prevention, account closure, Venue program changes, breach of these Terms, or legal compliance. Replacement tags may be subject to fees unless otherwise stated.

Venues may use Tipmo Pulse or other dashboards to deploy tags, manage locations, departments, rooms, pilots, administrators, and reporting. Venue access may include tip transactions, aggregate tip volumes, ratings, usage data, operational insights, department-level or shift-level reports, and other analytics made available by us.

Worker-level tip amounts, ratings, profile information, tag association data, location or room association data, and other identifiable Worker information may be sensitive. Except as otherwise required by law, processor rules, fraud prevention, or a signed Venue agreement, Tipmo will provide identifiable Worker-level earnings or performance information to a Venue in accordance with these Terms and the Privacy Policy, or with the Worker's consent or opt-in if required by the applicable program.

Currently, three types of NFC tags may be used with the Tipmo Service:

• Personal Tag – a tag that is exclusive to an individual Worker, and can be used wherever the Worker receives tips, such as bars, airports, hotels, etc. This type of tag cannot be transferred to anyone else.
• Venue Personal Tag - a tag that a Worker receives from the Venue that employs the Worker. The tag is provided by the Venue but is associated to a specific Worker to receive tips and ratings.
• Venue Desk Tag – a tag that resides in and is associated to a specific location within the Venue like a floor of a hotel, the bell desk or a specific bar. Workers can associate themselves to this tag and receive tips. Tips are divided between the Workers associated with the Venue Desk Tag according to Venue policies.

A Personal Tag is owned by the Worker and a Venue Personal Tag and a Venue Desk Tag are owned by the Venue. Accordingly, since Venue Personal Tags and Venue Desk Tags are owned by the Venue, all data generated by such tags is owned by and accessible to the Venue. When Venue Personal Tags and Venue Desk Tags are in use at a Venue, then a Worker would not use a Personal Tag unless authorized by the Venue.

Venues are responsible for using Worker information lawfully, including compliance with wage-and-hour, payroll, tax, labor, privacy, employment, anti-retaliation, and workplace monitoring laws. Venues may not use Tipmo data to misappropriate tips, reduce wages unlawfully, retaliate against Workers, discriminate, or take actions prohibited by applicable law.

Venue acknowledges and agrees that it is responsible for using the Service in compliance with all applicable privacy, employment, labor, wage-and-hour, tax, workplace monitoring, consumer protection, and other laws and regulations. Venue is responsible for providing all notices, disclosures, policies, and communications required by applicable law, and for obtaining from Workers any consents, authorizations, acknowledgments, opt-ins, or other permissions necessary for Venue to use the Service and to receive, access, process, or use any information, reports, geolocation data, analytics, ratings, transaction data, Worker information, or other data that the Service makes available to Venue. Venue accepts this responsibility and acknowledges that applicable laws, notice requirements, consent requirements, and other obligations may vary by jurisdiction.

Our collection, use, disclosure, and retention of personal information are described in our Privacy Policy and Cookie Policy. By using the Service, you acknowledge those policies and consent to processing as described in them and in any just-in-time disclosures presented in the Service.

We may use Service data to operate, secure, improve, analyze, and develop the Service; provide support; process transactions; prevent fraud; comply with law; create aggregated or de-identified insights; and provide optional features selected by you. We may use aggregated or de-identified data for business, analytics, benchmarking, product development, and marketing purposes, provided it does not identify you.

Future financial, banking-as-a-service, lending, cash advance, benefits, insurance, or similar offers may involve additional third-party partners and additional terms. We will not share identifiable Worker-level earnings data with a third-party financial partner for that partner to market or underwrite an offer unless we provide legally required notice and obtain the consent required by applicable law and the Service flow. We may contact you about optional Tipmo or partner offers where permitted by law and your communication preferences.

All tips may be taxable income and may be subject to reporting, withholding, payroll, employment, information return, or other tax rules depending on your circumstances. You are solely responsible for determining, reporting, and paying all federal, state, local, and other taxes, contributions, and assessments related to tips, payouts, and use of the Service.

We or our payment processor may request tax information, issue Forms 1099-K or other tax forms, report transactions to tax authorities, withhold payments, or take other actions required by law. Reporting thresholds and forms may change, and the issuance or non-issuance of a tax form does not determine whether income is taxable.

Any tax tools, summaries, examples, FAQs, or references to tip deductions are for general informational purposes only and are not tax, legal, accounting, or financial advice. You should consult your own tax adviser regarding your specific situation.

The Service may allow Workers, Tippers, and Venues to submit profile information, names, photos, logos, ratings, reviews, tags, room or department identifiers, messages, feedback, support requests, or other content ("User Content"). You represent that you have all rights necessary to submit User Content and that it is accurate, lawful, non-infringing, and not misleading.

You grant GratifID a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, perform, modify, transmit, and use User Content as reasonably necessary to provide, secure, support, improve, promote, and operate the Service, subject to our Privacy Policy and applicable law.

We may remove, restrict, or refuse User Content that we believe violates these Terms, law, third-party rights, Venue requirements, or the integrity, safety, or reputation of the Service.

You may use the Service only for lawful purposes and in accordance with these Terms, payment processor requirements, and applicable policies. You may not, and may not assist anyone to: process fraudulent, deceptive, stolen, unauthorized, coerced, illegal, or sham transactions; use the Service for money laundering, sanctions evasion, gambling, adult services where prohibited, controlled substances, weapons, illegal goods, or other restricted businesses; impersonate others; misrepresent employment, identity, Venue affiliation, or tip recipient; manipulate ratings or tips; interfere with security; access nonpublic systems; scrape, crawl, or harvest data; introduce malware; overload the Service; bypass fees; clone or tamper with tags; or use the Service in a manner that creates legal, security, reputational, or financial risk for Tipmo, payment processors, Workers, Tippers, Venues, or the public.

We may monitor activity for fraud, security, compliance, and abuse prevention. We may suspend, restrict, investigate, or terminate accounts, tags, payouts, or access when we reasonably believe conduct violates these Terms, payment processor requirements, law, or risk controls.

The Service, software, websites, apps, NFC programming, tag designs, workflows, interfaces, dashboards, reports, content, trade names, trademarks, logos, patents, patent applications, know-how, and all related intellectual property are owned by GratifID or its licensors. Except for the limited right to use the Service in accordance with these Terms, no rights are granted to you.

You may not copy, modify, translate, distribute, sell, lease, sublicense, resell, white-label, frame, mirror, reverse engineer, decompile, disassemble, extract source code, circumvent technical measures, create derivative works, or use Tipmo marks without our prior written permission, except to the extent applicable law prohibits restriction.

If you provide suggestions, ideas, feedback, or recommendations, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation.

The Service may link to or integrate with Stripe, Apple Pay, Google Pay, Stripe Link, Amazon Pay, app stores, analytics providers, marketing platforms, identity verification providers, banks, card networks, mobile operating systems, and other third-party services. Third-party services are governed by their own terms and privacy policies, and we are not responsible for their acts, omissions, availability, security, or processing of information except as required by applicable law.

If you download an app through the Apple App Store, Google Play, or another app marketplace, your use may also be subject to the applicable app store rules. The app store provider is not responsible for the Service, support, claims, or these Terms, except to the extent required by its own terms.

The Service may be offered in beta, pilot, early-access, trial, or limited-release form. Beta and pilot features may be incomplete, contain errors, be modified or discontinued, and be subject to additional terms, usage limits, or data collection.

We may modify, suspend, discontinue, replace, or limit all or part of the Service at any time, including particular payment methods, countries, states, Venues, tags, dashboards, hardware, or features. We do not guarantee uninterrupted or error-free operation, continuous NFC compatibility, continuous payment method availability, or that any tag, phone, carrier, browser, bank, or payment method will work at all times.

Support is provided through the channels and hours we make available. We may prioritize issues involving security, payments, fraud, payouts, or Venue programs.

You may stop using the Service or request account closure at any time through the Service or by contacting us. Account closure does not affect transactions already submitted, obligations incurred, fees owed, chargebacks, disputes, investigations, tax reporting, or legal retention requirements.

We may suspend, restrict, or terminate your account, tags, dashboard access, payouts, or use of the Service with or without notice if we believe you violated these Terms, law, processor requirements, risk rules, or Venue program requirements; created legal, financial, security, or reputational risk; provided inaccurate information; failed verification; engaged in fraud or abuse; or if required by a payment processor, Venue agreement, court order, regulator, or law enforcement request.

Upon termination, your right to use the Service ceases immediately. Sections that by their nature should survive, including fees, payment obligations, taxes, privacy, intellectual property, disclaimers, limitations of liability, indemnity, dispute resolution, and governing law, will survive.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, TAGS, DASHBOARDS, APPS, WEBSITES, REPORTS, TAX TOOLS, ANALYTICS, HARDWARE, AND ALL CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AVAILABILITY, SECURITY, ACCURACY, RELIABILITY, OR THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

We do not warrant that tips will be received, that ratings will be accurate, that analytics will produce particular results, that tax features will satisfy your obligations, that Venue dashboards will be complete, that tags cannot be lost or misused, or that any payment, payout, or transfer will be completed within a particular time.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRATIFID AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES; LOST PROFITS, LOST REVENUE, LOST TIPS, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, SUBSTITUTE SERVICES, OR COSTS OF COVER; OR DAMAGES ARISING FROM PAYMENT DELAYS, CHARGEBACKS, FRAUD, LOST OR MISUSED TAGS, VENUE ACTIONS, WORKER OR TIPPER CONDUCT, THIRD-PARTY SERVICES, OR TAX CONSEQUENCES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STATUTE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRATIFID'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES YOU PAID TO GRATIFID FOR USE OF THE SERVICE IN THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) $100. These limitations apply to the fullest extent permitted by law and do not limit liability that cannot be limited by law.

You agree to indemnify, defend, and hold harmless GratifID, its affiliates, and their respective officers, directors, employees, agents, licensors, payment processors, and service providers from and against any claims, demands, actions, investigations, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: your use or misuse of the Service; your breach of these Terms; your User Content; your violation of law or third-party rights; your tax, employment, payroll, wage-and-hour, privacy, consumer protection, or payment obligations; fraudulent, unauthorized, or disputed transactions; Venue deployment decisions; or any dispute between or among Workers, Tippers, Venues, employers, contractors, guests, customers, or third parties.

We may, in our discretion, control the defense of any matter subject to indemnification, and you will cooperate with us. You may not settle any claim in a manner that imposes liability or obligations on GratifID without our prior written consent.

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. The state and federal courts located in Bexar County, Texas will have exclusive jurisdiction over any court proceeding, and you consent to personal jurisdiction and venue in those courts.

We may update these Terms from time to time. When we make material changes, we will provide notice by updating the "Last Updated" date, posting notice in the Service, sending email, requiring renewed acceptance, or using another legally sufficient method. Updated Terms are effective when posted or on the effective date stated in the notice.

Your continued use of the Service after updated Terms become effective constitutes acceptance. If you do not agree, you must stop using the Service and may close your account, subject to pending transactions, disputes, chargebacks, legal retention, tax reporting, and payment obligations.

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, financing, change of control, or by operation of law or to an affiliate. These Terms do not create any third-party beneficiary rights except as expressly stated for our affiliates, licensors, payment processors, and service providers.

If any provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. Section headings are for convenience only. These Terms, together with incorporated policies and any applicable signed agreement, constitute the entire agreement between you and us regarding the Service.

Questions about these Terms may be sent to us:

• Email: info@gratifid.com
• Company: GratifID, Inc.
• Website: tipmo.com / gratifid.com

Legal notices to GratifID must also be sent by email to info@gratifid.com and, if we later publish a designated legal notice address or registered agent address, to that address as well.