EFFECTIVE: MARCH 18, 2020
PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITE AND SERVICES PROVIDED BY TIPSTOR®. THESE TERMS REQUIRE YOU ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION.
Changes to the Terms of Service
We may revise and update these Terms of Service from time to time at our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your use of the Services signifies your acceptance of all the terms and conditions posted at the time of your use. You will be responsible for regularly reviewing the Terms of Service posted to the Services so you are aware of any changes, as they are binding on you. No revisions to these Terms of Service, including dispute resolution provision set forth below, shall apply to a controversy or claim of which a party had actual notice on or before the date of any such revision.
Tipstor® Policies; Additional Terms and Conditions
Accessing the Services and Account Security
We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all, or any part, of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services or the Site, or to the entire Services or Site, from users. We also reserve the right to deny access to any person who violates these Terms of Service. We may update the content on the Services or Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.
You are responsible for:
- Making all arrangements necessary for you to have access to the Services.
- Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Service and comply with them.
Registration and Security
To access the Services, or some of the resources they offer, you may be asked to register or subscribe and provide certain information about yourself, which may include creating login credentials by providing an email address to us and selecting a username and password. You agree to provide us true, correct, current and complete information at the time of registration, and to also update this information so that it remains true, current and complete. Any sign-in and registration information you provide to us or we receive from a third party (for e.g., Facebook, Amazon, Google, etc.) is our information to use as we see fit.
Each login is for a single user only. You are not allowed to share or disclose your login credentials with any other user or person. You agree to be responsible for maintaining the confidentiality of your username and password. You agree to immediately notify us (at [email protected]) of any unauthorized access to or use of your username or password, any breach of security or breach of these Terms of Service. You also agree to ensure that you exit from your account and/or internet browser at the end of each session. We may cancel or suspend your access to the Services if you share your credentials with anyone other than us.
You will be responsible for all usage and activity on your account, including use of the account by any third party allowed by you to use your login credentials (although such use is not permitted by these Terms), and for all charges for any goods or services. You are also responsible for all statements made or materials posted under your account, including liability for harm caused by such statements or materials. You may not transfer, sell, or otherwise assign your rights or obligations under these Terms of Service.
You must be 13 years or older and a current resident of the United States of America to use the Services.
Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law enforcement agencies. We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
Intellectual Property Rights
The content of the Services includes all information, content, services and software displayed on, transmitted through, or used in connection with the Services and includes, without limitation, (i) Tipstor’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “Tipstor® Marks”); (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications, and tools, texts, images, photographs, audio and video material, including podcasts, and artwork; and (iii) the design, structure, selection, arrangement, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the Services (the items identified in subsections (i) through (iii) shall be collectively referred to herein as “Tipstor® Content”). Tipstor® Content is the property of Tipstor®, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Except as permitted in the “License Grant” section below, the use, reproduction, transmission, distribution, sale, publication, broadcast, circulation, or dissemination of Tipstor® Content by you, or by you through any other person or entity, for any purpose other than as expressly provided for on the Site or in the Services or as permitted in these Terms of Service is prohibited unless express written consent is separately obtained from the Tipstor®, or owner of such content if Tipstor® is not the owner. Any use of Tipstor® Marks without Tipstor’s express written consent is strictly prohibited. You may not alter, delete, obscure, or conceal any copyright or other notices appearing in Tipstor® Content, including any such notices appearing on Tipstor® Content you are permitted to use, download, transmit, display, print, or reproduce from the Services.
Unless otherwise expressly stated in these Terms of Service or you receive Tipstor’s prior written consent, you may not use, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit Tipstor® Content, except as follows:
- Your computer may temporarily store copies of such Tipstor® Content in RAM incidental to your accessing and viewing it.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print or download a reasonable number of pages of Tipstor® Content for your own personal, non-commercial use, provided you do not remove Tipstor® Marks, and you do not further use, reproduce, publicize or distribute Tipstor® Content.
- If we provide desktop, mobile, widget or other applications for download, you may download a single copy to each of your personal electronic devices solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
- You may retain SMS messages sent to and from us as a part of an SMS Campaign on your cellular device for your own personal, non-commercial use.
Without limitation, you must not:
- Modify copies of Tipstor® Content.
- Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
- Delete or alter any of Tipstor® Marks or copyright, trademark or other proprietary rights notices from copies of Tipstor® Content.
You must not access or use for any commercial purposes any part of the Site or any Services.
If you wish to make any use of material on the Services other than those set out in these Terms of Service, please address your request to: [email protected].
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Service, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Tipstor®. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.
You may use the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To send, knowingly receive, upload, download, use or reuse any material which does not comply with Tipstor® Content Standards incorporated into these Terms of Service.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation.
- To impersonate or attempt to impersonate Tipstor®, a Tipstor® employee, another user or any other person or entity (including, without limitation, by using email addresses (or screen names) associated with or intentionally similar to any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Tipstor® or users of the Services or expose them to liability.
- Inappropriately use, attempt to gain unauthorized access to, or attempt to interfere with the proper working of the Services, whether by manual process, automatic device, or otherwise.
- From any geographic region other than the United States of America or from any location if you are not a resident of the United States of America at the time of use.
By making a User Contribution on, to, or through the Services, you give us the right to display such User Contribution on the Site and through affiliated publications and to distribute such User Contribution and use such content for any purpose. Specifically, you grant us, our affiliates, and designees, and each of their respective parents and subsidiaries royalty-free, irrevocable, perpetual, worldwide, exclusive, and fully sublicensable (through multiple tiers) right to use, reproduce, modify, adapt, publish, translate, sublicense (through multiple tiers), create derivative works from, incorporate into other works, distribute, perform, display, and otherwise exploit such content, in whole or in part in any form, media or technology now known or later developed for any purpose, including our commercial purposes, without attribution or compensation to you. By using the Interactive Services and/or making a User Contribution: (i) you acknowledge that Tipstor has put resources into providing the Interactive Services in reliance, in part, upon the rights to use and own the User Contributions; (ii) you agree that you have received adequate consideration for the rights you give Tipstor regarding your User Contribution; (iii) you agree that we can use your name, likeness and any other information in connection with our use of the User Contribution; (iv) you waive all moral rights with respect to any of your User Contributions; (v) you grant us the right to use your User Contribution and any material, idea, concept, know-how or technique contained in any communication you provide or otherwise submit to us for any purpose whatsoever, including, but not limited to, commercial purposes; and (vi) you understand and agree that you will not be paid or given anything else if Tipstor chooses to display or use your User Contribution in any way. All User Contributions are deemed non-confidential and non-proprietary.
You also grant each user of the Services a non-exclusive, perpetual license to access your User Contributions through the Services, and to use, reproduce, distribute, display and perform such User Contributions as permitted through the functionality of the Services and under these Terms of Service, including after your termination of your account or the Services.
In consideration of your opportunity to use the Services to post User Contributions, you represent and warrant that:
- You own or otherwise have all necessary rights in and to the User Contribution you provide and have the right to provide it to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
- All of your User Contributions:
- do and will comply with these Terms of Service;
- are true and accurate;
- do not infringe, misappropriate or violate any third party’s copyright, trademark, patent, literary, trade secret, privacy, publicity, proprietary or other right;
- do not contain information that identifies any person unless you have such person’s express written consent;
- do not make unsubstantiated claims about any third party or its products or services or contain any slanderous, defamatory, obscene, pornographic, threatening and/or harassing comments;
- do not endorse or sponsor any product, entity, or service in return for compensation, whether monetary or otherwise, without disclosing the fact of such compensation; and
- comply with all applicable laws, rules and regulations.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Tipstor®, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the fact, content or accuracy of any User Contributions submitted by you or any other user of the Services.
IDEAS YOU PITCH TO US
If you share or pitch ideas, information, suggestions, proposals, invitations, instructions, or recommendations about the way we do business or about content like stories, photos, videos, and the like with Tipstor® (hereinafter, a “Pitch”) via a User Contribution or otherwise, please keep in mind that it is subject to these Terms of Service, including, without limitation, the “Intellectual Property Rights” section above.
Moreover, unless we specifically tell you in writing that we want to move forward with your Pitch and that we agree to pay you a specific rate (or to link to your website) in writing, you are not entitled to any compensation for your Pitch. Additionally, we may already have ideas or plans in progress that are similar to yours, and we are not responsible for any similarities between your Pitch and our current or future content or actions; any such similarities are purely coincidental.
If you’re interested in contributing to Tipstor®, please send us an email at [email protected].
MONITORING AND ENFORCEMENT
With respect to any User Contribution, we have the right to take any action we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including Tipstor® Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Tipstor®.
TIPSTOR® CONTENT STANDARDS
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations with respect to your use of the Services and not interfere with the use and enjoyment of the Services by other users or with the use and enjoyment of the Services by other users or with our operation and management of the Services. You will, at all times, provide true, accurate, current, authorized, and complete information to us when submitting information or materials on the Services, including, without limitation, information required to be provided through any registration form on the Site or available through the Services. If any false, inaccurate, untrue, unauthorized or incomplete information is submitted to us by you, we reserve the right to terminate your access and use of the Services. You warrant you will not impersonate any other person or entity, whether actual or fictitious, when using the Services, or defame or otherwise harm any party through your use of the Services. If you make a User Contribution that includes a photo or video of a child or children under the age of 13, you affirm that you have written permission from that child’s parent or guardian to provide the photo or video.
Without limiting the foregoing, you agree not to upload, download, post, email, transmit, or otherwise make available any content, including through any attachments thereto, that:
- Contains any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringes any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
- Is likely or intended to deceive any person.
- Promotes any illegal activity, or advocates, promotes or assists any unlawful act.
- Causes or is likely to cause annoyance, inconvenience or needless anxiety or is likely to upset, embarrass, alarm or annoy any other person.
- Impersonates any person, or misrepresents your identity or affiliation with any person or organization.
- Involves commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or unsolicited or unauthorized advertising.
- Gives the impression that it emanates from or is endorsed by us or any other person or entity, if this is not the case.
- Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- May cause harm or damage to the Services, you, us, or a third party.
- That collects information, including personal information, from other users, or otherwise accesses the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior written permission.
- Intentionally or unintentionally violates regulations promulgated by the U.S. Securities and Exchange Commission, any rules or any national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
Copyright Infringement and Digital Millennium Copyright Act Notice and Procedure
Tipstor® respects the intellectual property of others, and, particularly as to User Contributions, including, without limitation, user generated content in comments, discussion boards or in other user contributed content, as applicable; we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov, Tipstor® will respond expeditiously to clear notices of alleged copyright infringement that are reported to Tipstor’s designated copyright agent identified below. As part of our response, Tipstor® will follow the procedures outlined herein and in the DMCA, and we may remove or disable access to material residing on the Site or available through the Services that is claimed to be infringing. We may also document notices of alleged infringement on which we act.
If we remove or disable access to allegedly infringing material, we will make a good-faith attempt to contact the person who submitted the affected material or content so that they may make a counter notification in accordance with Sections 512(g)(2) and (3) of the DMCA.
For your notice of infringement to be valid under the DMCA, you must provide the following information, in writing:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- a description of where the material that you claim is infringing is located on the Services (please provide a link, if possible);
- your address, telephone number and email address, or other information reasonably sufficient to permit us to contact you;
- if possible, information sufficient to allow Tipstor® to notify the owner/administrator of the allegedly infringing content;
- a 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
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Notice for claims of copyright or intellectual property infringement must be sent to [email protected]
Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing your copyrights. Accordingly, if you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney.
In accordance with the DMCA and other applicable law, Tipstor® has adopted a policy of terminating, in appropriate circumstances, accounts of any users of the Services who Tipstor® considers repeat infringers.
Reliance on Information Posted
Tipstor® Content is made available solely for general information purposes, is generic in nature, is not intended as individual advice and is not financial or legal advice. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on Tipstor® Content by you or any other visitor to the Site or other Services platforms, or by anyone who may be informed of any of its contents. Tipstor® shall not be obligated to correct or update the Services or the Tipstor® Content and shall not be liable for omissions, typographical errors, or out-of-date information which may appear in the Services.
Linking to the Site and Social Media Features
You may link to our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, promotion or endorsement on our part, unless you first obtain our express written consent.
The Site may provide certain social media features that enable you to:
- Link from your own or certain third-party website to certain content on the Site.
- Send e-mails or other communications with certain content, or links to certain content, on the Site.
- Cause limited portions of content on the Site to be displayed or appear to be displayed on your own or certain third-party website.
Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with Tipstor® Content Standards set out in these Terms of Service.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Third Party Information; Links from the Services
The Services may contain advertisements. The inclusion of advertisements in the Service does not imply endorsement of the advertised products or services. Tipstor® shall not be responsible for any loss or damage of any kind incurred as a result of the presence of such advertisements in the Services.
Tipstor® is based in the state of Virginia in the United States. We provide the Services for use only by individuals while they are physically located in geographic regions outside of the European Union (“EU”). We make no claims that the Services, the Site, or any of their content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside of the United States, you do so on your own initiative and are responsible for compliance with local laws. Additionally, by using the Services and agreeing to the Terms of Service, you also agree to indemnify Tipstor® for any damages caused or related to your use of the Services from outside the United States.
Additional Terms and Conditions for SMS Campaigns (“SMS Terms”)
Subject to and without limiting any of the foregoing, the following terms and conditions apply to any SMS Campaign conducted by Tipstor®:
- Message and data rates may apply for any messages sent to you from us or our affiliates and to us or our affiliates from you. If you have any questions about your text plan or data plan, you should contact your wireless provider.
- When you opt-in to the SMS Campaign, we will send you an SMS message to confirm your signup. By opting in, you are authorizing Tipstor and/or its affiliates to deliver recurring marketing messages to you using an automatic telephone dialing system. You are not required to opt in as a condition of purchasing any property, goods, or services.
- You can cancel this service at any time. Just reply “STOP” to opt out and cancel the service. After you send the message “STOP” to us, we will send you a reply message to confirm that you have been unsubscribed. After this, you will no longer receive messages from us. If you want to join an SMS Campaign again, just sign back up and we will start sending messages to you once more.
- For help at any time, simply reply help or email us at [email protected]
- If you want to check to be sure we are able to deliver messages to your mobile phone carrier, email us at [email protected]
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site or other platforms used in the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT OR AFFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SITE, OR ON ANY WEBSITE LINKED TO THE SITE.
YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL TIPSTOR®, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE, THE SERVICES OR OTHER LINKED WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
IN THE EVENT YOU ARE DISSATISFIED WITH, OR DISPUTE, THESE TERMS OF SERVICE, THE SITE, THE SERVICES AND/OR TIPSTOR® CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF THE SITE AND/OR THE SERVICES, EVEN IF THAT RIGHT OR REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE. YOU CONFIRM THAT TIPSTOR® HAS NO OTHER OBLIGATION, LIABILITY OR RESPONSIBILITY TO YOUR OR ANY OTHER PARTY.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless Tipstor®, if applicable, its parent, subsidiaries, affiliates, licensors and service providers, and its and each of their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your User Contribution, violation of these Terms of Service or your use of the Services in any way, including, but not limited to, making a Pitch, any use of the Services other than as expressly authorized in these Terms of Service (including, without limitation, using the Services from outside of the United States or as a resident of any region other than the United States) or your use of any information obtained from the Services. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.
By using the Services, you agree that Tipstor® has the right to submit any controversy or claim (a “Dispute”) that either party may have against the other to non-binding mediation before you can initiate any lawsuit. If Tipstor® chooses to submit a Dispute to mediation, the parties shall equally share in paying for the costs of the mediator, but the parties agree to pay their own attorney fees and costs prior to and at the mediation.
If mediation is unsuccessful, or if Tipstor® chooses not to mediate, Tipstor® can do any of the following with regard to a Dispute: (i) submit the Dispute to binding arbitration in accordance with the rules of the American Arbitration Association, then in effect; (ii) compel arbitration (if you initiate a legal proceeding); or (iii) file, defend or otherwise participate in a lawsuit regarding the Dispute, without arbitrating. The prevailing party in any arbitration or litigation shall be entitled to recover reasonable attorneys’ fees and costs (except for arbitrator costs). Notwithstanding anything else contained herein, Tipstor® shall be entitled to seek injunctive or equitable relief at any time in the state or federal courts, and any other court with jurisdiction over the parties.
In the event that a Dispute is arbitrated, you understand and agree: there is no judge or jury in arbitration and review is limited; the arbitrator’s decision and award is final and binding, with limited exceptions; judgment on the award may be entered in any court with jurisdiction; if an in-person hearing is required as part of an arbitration proceeding initiated or allowed by Tipstor®, then by default it will take place at Tipstor’s choosing (however, the parties may mutually agree on an alternative location); Tipstor® will not be responsible for paying any fees associated with your travel or other costs incurred to attend an arbitration hearing; the fees and expenses of any arbitrator(s) will be borne equally by the parties; California law will also apply during any arbitration related to a Dispute.
By using the Services, you affirm, agree, and warrant that any Dispute will be arbitrated or litigated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, including any class actions.
These Terms of Service and all matters regarding your use of the Services shall be governed by, construed in accordance with, and enforced under the laws of the State of California, without regard to its choice of law principles. Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods apply and their applicability is expressly excluded.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
Tipstor’s failure to exercise or enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
The Terms of Service, together with any revision, any Additional Terms and Conditions, any terms or conditions incorporated by reference, and if applicable any click-through agreement, constitute the sole and entire agreement between you and Tipstor® with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.