Partner Terms of Service

Please read this Agreement carefully. If you do not agree to these terms, you must cease using the Services immediately.

This Agreement governs the relationship between Tipperly Fintech Solutions, LLC (“Tipperly”) and the partner entity (“Partner”) regarding use of Tipperly’s proprietary tipping platform (the “Platform”). The Platform enables individuals (“End-Users”) to send monetary tips (“Tipping Transactions”) to service providers employed or contracted by the Partner (“Partner Service Providers”). Tipperly grants Partner a non-exclusive license to facilitate such transactions, subject to the terms below.

1. Recitals

The above recitals are incorporated into this Agreement.

2. Definitions

a. Confidential Information: All non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), including business practices, pricing, user or customer data, and proprietary technology, excluding information that:

  • was known by the Receiving Party before disclosure,
  • becomes public through no fault of the Receiving Party,
  • is lawfully obtained from another source, or
  • is independently developed by the Receiving Party.

b. Intellectual Property: Includes the Platform, software, designs, materials, and any content created by Tipperly.

c. Related Party: Any affiliate, parent company, officer, contractor, or agent of a Party. End-Users are not Related Parties.

d. Work Product: All deliverables, concepts, content, or tools created or provided in connection with this Agreement.

3. Terms

This Agreement begins on the Effective Date and continues for two (2) years, automatically renewing annually unless terminated with ninety (90) days’ written notice. During the initial beta period (60 days from the Effective Date), either Party may terminate with written notice. Thereafter, either Party may terminate with five (5) days’ written notice.

4. Platform Use

a. The Parties will collaborate to integrate the Platform into Partner’s customer interactions.

b. Tipperly will provide onboarding support, a Partner dashboard, and a branded interface for End-Users.

c. Tipperly will provide direct End-User support.

d. Tipperly will notify Partner of support interactions involving End-Users (e.g., via Slack), including customer name and resolution summary.

5. Marketing

Partner will make commercially reasonable efforts to promote the Platform by distributing links or messages to its End-Users.

6. Fees

Tipperly will charge End-Users (not Partner) the following fees per Tipping Transaction (subject to change with notice):

  • $0.30: fixed payment processing reimbursement
  • 2.9%: percentage-based processing fee
  • $0.49: platform maintenance fee

7. Confidentiality

Each Party agrees to:

  • Use reasonable efforts to protect the other Party’s Confidential Information.
  • Notify the other Party promptly of any unauthorized use or breach.
  • Cease all use and return or destroy Confidential Information upon termination.
  • Understand that any breach may result in injunctive relief.

This clause survives termination.

8. Ownership

Tipperly retains full ownership of the Platform, all Work Product, and its Confidential Information. Partner must cease use of the Platform upon termination. This Agreement does not prevent Tipperly from entering similar agreements with other parties.

9. Independent Contractor

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency. Neither Party may bind the other. Partner agrees not to solicit or hire Tipperly’s employees or contractors for two (2) years following termination without written consent.

10. Disclaimers & Limitation of Liability

Tipperly provides all services and Work Product “AS IS” with no warranties of any kind.

  • Tipperly disclaims all express and implied warranties.
  • Neither Party is liable for indirect, incidental, or consequential damages, including lost profits.
  • Partner’s liability is capped at the total amount received from End-Users through the Platform in the prior twelve (12) months.

11. Indemnification

Each Party agrees to indemnify the other against third-party claims arising from its own acts or omissions in connection with this Agreement.

12. Assignment

Neither Party may assign this Agreement without prior written consent, except that Tipperly may assign it in connection with a merger or asset sale.

13. Notices

All notices under this Agreement must be in writing and are effective upon confirmed receipt.

To Tipperly:
Tipperly Fintech Solutions, LLC
Email: support@tipperly.io

14. Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver.

15. Publicity

Neither Party may issue press releases or public statements about this Agreement without the prior written approval of the other Party.

16. Platform-Related Indemnity

Tipperly shall indemnify Partner against claims from End-Users arising out of the Platform, except where such claims are caused by Partner’s actions or omissions.

17. Severability

If any provision is found unenforceable, it shall be modified or removed to the extent necessary to make the remainder enforceable.

18. Governing Law

This Agreement is governed by the laws of the State of Georgia, excluding conflict of law rules. All disputes shall be resolved exclusively in the courts of Fulton County, Georgia. Each Party:

  • Submits to the jurisdiction of these courts
  • Agrees not to file suit elsewhere
  • Waives objections to venue
  • Waives the right to a jury trial

The prevailing Party in any action may recover attorneys’ fees and costs.

19. Force Majeure

Neither Party is liable for delays caused by events outside its reasonable control, except for payment obligations.

20. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes prior communications. No third party is a beneficiary. Modifications must be in writing.