Last Updated: September 7, 2025
These Terms & Conditions (“Conditions”) govern your access to or other use of this website and/or mobile application (the “Site”) that is operated by Social Tip LLC (“us”, “our”, “we” or “Supplier”). In some instances, both these Conditions and separate terms setting forth additional conditions may apply to a service or product offered via this Site (“Additional Terms”). To the extent there is a conflict between these Conditions and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. By visiting or otherwise using this Site, you acknowledge and accept these Conditions and any applicable Additional Terms.
PLEASE READ THESE TERMS CAREFULLY. THESE CONDITIONS AFFECT YOUR LEGAL RIGHTS, INCLUDING BY LIMITING OUR LIABILITY AND REQUIRING THAT DISPUTES BE RESOLVED ON AN INDIVIDUAL BASIS.
If you do not agree to these Conditions and any Additional Terms, do not use this Site.
These Conditions are subject to change, in our sole discretion. Changes to these Conditions will be in effect as of the “Last Updated” date at the top of this page. Your continued use of this Site after the “Last Updated” date constitutes your acceptance and agreement to such changes. You are responsible for regularly reviewing these Conditions. We may also provide additional notice of any material changes to these Conditions such as by emailing users that have provided us their email addresses.
Intellectual Property. This Site may contain materials and other items relating to us, including the layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, and the “look and feel” of this Site including all copyrights, patents, trademarks, service marks, trade names, and all other intellectual property rights therein (together the “Materials”) that are owned and controlled by us, our licensors or certain other parties. All rights, title, and interest in and to the Materials available via this Site are the property of ours or our licensors or certain other parties, and are protected by U.S. and international copyright, trademark, trade dress, and/or other intellectual property rights and laws to the fullest extent possible. The Materials may not be copied imitated, or otherwise used, in whole or in part, without the prior written authorization of us and/or our licensors. All rights are reserved.
Limited License. Subject to your strict compliance with these Conditions, we grant you a limited, non-exclusive, revocable, non-commercial, non-assignable, personal, and non-transferable license to display, view, use, or play this Site or Materials on a personal device for personal use only. The foregoing limited license does not give you any ownership of, or any other intellectual property interest in, any Materials. Your unauthorized use of the
Materials may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
Use of this Site. You agree that you will not:
You agree that if you submit any personal information of another person to us or to this Site, you represent that you are authorized to provide that individual’s personal information to us.
Accuracy and Availability. We do not warrant that specifications, pricing, or other content on this Site is complete, accurate, reliable, current, or error-free. We make no warranties as to the availability or accessibility of this Site, and (except as otherwise set out in these Conditions) we will not be liable for any damages, loss, costs, or expenses incurred by you as a result of any lack of availability or accessibility of this Site. We, in our reasonable discretion and without advance notice or liability, may immediately suspend or terminate the availability of this Site, in whole or in part, for any reason. Territory geo-filtering may be required in connection with your use of some Site features due, for instance, to content territory restrictions.
1.1 In these Conditions, the following definitions apply:
1.2. In these Conditions, unless the context requires otherwise:
1.2.1 A reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any).
1.2.2 Any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions.
1.2.3 A reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns.
1.2.4 A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.2.5 A reference to a ‘company’ includes any company, corporation or other body, wherever and however incorporated or established.
1.2.6 A reference to a gender includes each other gender.
1.2.7 Words in the singular include the plural and vice versa.
1.2.8 Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.
1.2.9 A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.
1.2.10 A reference to legislation is a reference to that legislation as in force at the date amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract.
1.2.11 A reference to legislation includes all subordinate legislation made from time to time under that legislation.
1.2.12 A reference to any United States action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than the United States, be deemed to include a reference to that which most nearly approximates to the United States equivalent in that jurisdiction.
2 Application of these conditions
2.1 These Conditions, and only these Conditions, apply to and form part of the Contract between the Supplier and the Customer.
2.2 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorized signatory on behalf of each of the Supplier and the Customer respectively.
2.3 Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to the Contract including these Conditions.
2.4 The Supplier may accept or reject an Order at its discretion.
2.5 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
3 Platform Fee
3.1 The Supplier shall retain a Platform fee equal to 30% of the total value of all transactions processed through the Brand Portal for services rendered, subject to applicable sales tax where required by law. By proceeding with transactions on the Brand Portal, the Customer agrees to this fee as part of the Service terms (the Price).
3.2 The Prices are exclusive of:
3.2.1 any applicable sales tax.
3.3 The Customer shall pay any applicable sales tax to the Supplier on receipt of a valid invoice.
4 UGC Content Usage Rights for Brand Partners
4.1.1 Brand Partners automatically receive usage rights to any UGC content created specifically for them through commissioned services on the Brand Portal.
4.1.2 These usage rights are included as part of the commissioned service at no additional cost.
4.2 Scope of Usage Rights
4.2.1 Upon syncing the UGC content to our app, Brand Partners receive: (a) A worldwide, perpetual, non-exclusive license to use the UGC for marketing and promotional purposes. (b) The right to post the content on their social media channels and marketing materials. (c) The User retains original ownership and copyright of the content.
4.3 User Notification
4.3.1 Social Tip may, at its discretion, provide notification services to inform Users when their content is being used by Brand Partners.
4.3.2 Such notification is a courtesy service and is not required for the Brand Partner's usage rights to be valid.
4.4 Platform Fee
4.4.1 Social Tip shall retain its standard platform fee of 30% from each completed commissioned service transaction. No additional fees apply for the usage rights granted under this section.
5 Payment
5.1 The Supplier shall invoice the Customer for the Services, in full, when they add a credit in the brand portal.
5.2 The Customer shall pay:
5.2.1 In full without deduction, in cleared funds per the payment terms outlined on the invoice.
5.2.2 To the bank account provided by the Supplier on the invoice.
5.2.3 All payments made by brands to Social Tip for campaigns, services, or platform usage are final and non-refundable, the brand acknowledges and agrees that no refunds will be issued under any circumstances unless otherwise required by applicable U.S. federal or state consumer protection laws.
5.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
5.3.1 The Supplier will limit the Customer’s access to the Brand Portal, and use of its Services.
6 Third party partners
6.1 Social Tip utilizes technology services and infrastructures from the following partners:
6.1.1 USA banks for payment processing
6.1.2 AWS and Google Cloud for cloud infrastructure and data security.
6.1.3 The Customer consents to the use of these providers as part of its engagement with the Social Tip platform.
7 Warranty
7.1 The Supplier warrants that at the time of performance, the Services shall:
7.1.1 conform in all material respects to their description and the Specification;
7.1.2 be free from material defects;
7.1.3 be supplied with reasonable care and skill in accordance with applicable U.S. law; and
7.1.4 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
7.2 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.
7.3 AS PERMITTED BY APPLICABLE LAW, CUSTOMER’S ACCESS TO AND USE OF THIS SITE IS AT CUSTOMER’S SOLE RISK AND THIS SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by applicable law, Supplier hereby disclaims and makes no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, this Site, Materials, or Supplier’s other products or services, except as set forth below.
EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, SUPPLIER HEREBY FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN ONE OF THESE STATES OR JURISDICTIONS, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
8 Anti-bribery
8.1 For the purposes of the expressions “adequate procedures” and “associated with,” such terms shall be construed in accordance with the U.S. Foreign Corrupt Practices Act of 1977 (as amended) and any applicable U.S. federal or state anti-bribery or anti-corruption laws, regulations, or guidance.
8.2 Each party shall comply with all applicable anti-bribery and anti-corruption laws, including ensuring that it has in place adequate procedures to prevent bribery, and shall use all reasonable efforts to ensure that:
8.2.1 all of that party’s personnel;
8.2.2 all others associated with that party; and 8.2.3 all of that party’s sub-contractors; involved in performing the Contract so comply.
8.3 Without limitation, neither party shall make or receive any bribe (as defined under applicable U.S. anti-bribery laws, including the FCPA) or other improper payment, or allow any such to be made or received on its behalf, either in the United States or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
8.4 The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements.
8.5 Any breach by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice.
9 Anti-slavery
The Supplier shall comply with the Trafficking Victims Protection Act of 2000 (as amended) and all other applicable U.S. federal and state laws relating to the prevention of human trafficking and forced labor (“Anti-Trafficking Laws”).
9.1 The Customer confirms and agrees that neither the Customer nor any of its officers, employees, agents, or subcontractors has:
(a) committed an offence under any Anti-Trafficking Laws; or
(b) been notified that it is subject to an investigation relating to an alleged offence or prosecution under any Anti-Trafficking Laws; or
(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged offence or prosecution under any Anti-Trafficking Laws.
9.1.2 it shall comply with all applicable Anti-Trafficking Laws;
9.1.3 it has implemented due diligence procedures to ensure compliance with all applicable Anti-Trafficking Laws in its business and supply chain, and those of its officers, employees, agents, or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract;
9.1.4 its responses to any Supplier human trafficking and forced labor due diligence questionnaire are complete and accurate; and
9.2 The Customer shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents, or subcontractors have breached or potentially breached any of the Customer’s obligations. Such notice shall set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
9.3 Any breach by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.
10 Indemnity and insurance
10.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract. As permitted by applicable law, the Customer agree to defend (if requested by Supplier), indemnify, and hold Supplier harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against Supplier, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) Customer’s use of this Site and Customer’s activities in connection with this Site, including any of Customer’s action relying on content presented within this Site; (ii) Customer’s breach or alleged breach of these Conditions, the Contract, or any applicable Additional Terms; (iii) Customer’s violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with Customer’s use of this Site or Customer’s activities in connection with this Site; (iv) information or material transmitted through Customer’s device, even if not submitted by Customer, that infringes, violates, or misappropriates any intellectual property, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by Customer; and (vi) Supplier’s use of the information that Customer submits to us (all of the foregoing, “Claims and Losses”). Customer agrees to cooperate as fully required by Supplier in the defense of any Claims and Losses. Notwithstanding the foregoing, Supplier retains the exclusive right to settle and compromise any and all Claims and Losses. Supplier reserves the right to assume the exclusive defense and control of any Claims and Losses. Customer will not settle any Claims and Losses without, in each instance, Supplier’s prior written consent. This Section 10.1 is not intended to limit any causes of action against Supplier that Customer may have but are not waivable under applicable law.
10.2 The Customer shall have in place contracts of insurance with reputable insurers authorized to operate in the United States to cover its obligations under these Conditions and/or the Contract. On request, the Customer shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Customer shall on request assign to the Supplier the benefit of such insurance.
11 Limitation of liability
AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL SUPPLIER BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR
CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, IN CONNECTION WITH, OR OTHERWISE DIRECTLY OR INDIRECTLY RELATED TO, WITHOUT LIMITATION, THIS SITE, MATERIALS, SERVICES OR OUR OTHER PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF ANY OF THE EVENTS OR CIRCUMSTANCES WERE FORESEEABLE AND EVEN IF WE WERE ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, REGARDLESS OF WHETHER YOU BRING AN ACTION BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR TORT (INCLUDING WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THIS SITE). FOR EXAMPLE, WITHOUT LIMITING THE SCOPE OF THIS LIMITATION OF LIABILITY IN ANY MANNER, SUPPLIER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OR CORRUPTION OF DATA, LOSS OR CORRUPTION OF SOFTWARE OR SYSTEMS, LOSS OR DAMAGE TO EQUIPMENT, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF CONTRACT, LOSS OF COMMERCIAL OPPORTUNITY, LOSS OF SAVINGS, DISCOUNT OR REBATE (WHETHER ACTUAL OR ANTICIPATED), HARM TO REPUTATION OR LOSS OF GOODWILL, AND/OR WASTED EXPENDITURE.
Notwithstanding any other provision of these Conditions and/or the Contract, Supplier’s liability shall not be limited in any way as a result of death or personal injury caused by negligence, fraud or fraudulent misrepresentation; any other losses which cannot be excluded or limited by Applicable Law, or any losses caused by wilful misconduct.
AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH THIS SITE EXCEED AN AMOUNT OF $100 IN THE AGGREGATE. SHOULD ANY COURT OR COMPETENT JURISDICTION OR ARBITRATOR FIND THAT THE LIMITS OF LIABILITY CONTAINED HEREIN ARE UNENFORCEBABLE FOR ANY REASON, THE REMAINING PORTIONS OF THIS SECTION 11 SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE COURT OR COMPETENT JURISDICTION OR ARBITRATOR SHALL REPLACE ONLY THE PORTION OF SECTION 11 THAT IS FOUND TO BE UNENFORCEABLE WITH A TERM, CONDITION, NUMBER OR AMOUNT THAT IS DETERMINED TO BE REASONABLE AND THAT DOES NOT CHANGE THE OVERALL MEANING AND INTENT OF CUSTOMER AND SUPPLIER TO LIMIT SUPPLIER’S LIABILITY UNDER THIS SECTION.
12 Intellectual property
12.1 The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable attorneys’ fees) incurred by it as a result of any action, demand or claim that performance or benefit of the Services infringes the Intellectual Property Rights of any third party (“IPR Claim”), provided that the Supplier shall have no such liability if the Customer:
12.2 does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
12.2.1 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
12.2.2 does not let the Supplier, at its request and at its own expense, have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
12.2.3 does not take all reasonable steps to minimize the losses that may be incurred by it or by any third party as a result of the IPR Claim;
12.2.4 does not, at the Supplier’s request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense), including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer;
12.2.5 uses the Services in combination with any other goods or services, which, without such combination, no IPR Claim could or would have been made.
12.3 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
12.3.1 procure for the Customer the right to continue receiving the benefit of the relevant Services; or
12.3.2 modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, provided the Services remain in material conformance to their Specification.
12.4 The Supplier’s obligations shall not apply to Services modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable attorneys’ fees) incurred by the Supplier in connection with any claim arising from such modification or use.
13 Confidentiality and announcements
13.1 The Customer shall keep confidential all internal business and technical Confidential Information of the Supplier and of its Affiliates and shall only use the same as required to perform the Contract. For clarity, this clause does not restrict the Customer from publicly announcing or promoting their partnership with the Supplier or their use of the Services or:
13.1.1 any information which was in the public domain at the date of the Contract;
13.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
13.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or
13.1.4 any disclosure required by law, regulation, subpoena, or order of a court or governmental authority, or otherwise permitted by the provisions of the Contract.
13.2 This clause shall remain in force for the term of the Contract and, if longer, three (3) years after termination of the Contract.
13.3 To the extent any Confidential Information is Protected Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with, and does not conflict with, applicable Data Privacy Laws and the provisions of the Contract.
14 Processing of personal data
14.1 The Supplier is the Controller of all user data collected through the Social Tip Site and/or App.
14.2 The Supplier shall process Protected Data in compliance with the obligations placed on it under applicable U.S. Data Privacy Laws and the terms of the Contract, if and when the Customer opts into purchasing user data services and a separate data processing agreement is executed.
14.3 The Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to consumers, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a federal or state data protection authority) arising out of or in connection with any breach by the Customer of its obligations.
14.4 The parties agree:
14.4.1 the Supplier shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with the Contract except to the extent: (a) that alternative processing instructions are agreed between the parties in writing; or (b) otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
14.4.2 If the Supplier believes that any instruction received by it from the Customer is likely to infringe Data Privacy Laws it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
14.4.3 The charges payable to the Supplier shall not be discounted or set off as a result of any delay or non-performance of any obligation in accordance with this clause.
14.5 The Supplier shall implement and maintain appropriate technical and organizational measures to protect the Protected Data against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure or access.
14.6 The Supplier shall: not permit any processing of Protected Data by any Sub-Processor without the prior specific written authorization of the Customer;
14.6.1 prior to any Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint such Sub-Processor under a written contract containing materially the same obligations (including those relating to sufficient guarantees to implement appropriate technical and organizational measures) that is enforceable by the Supplier and ensure such Sub-Processor complies with all such obligations;
14.6.2 remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
14.6.3 ensure that all natural persons authorized by the Supplier or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
14.7 The Customer authorizes the appointment of the Sub-Processors listed below.
14.7.1 Google Cloud Platform (cloud infrastructure provider)
14.7.2 Amazon Web Services (AWS) (cloud infrastructure provider)
14.7.3 Stripe (payment processing services)
14.8 The Customer shall reply to any communication from the Supplier requesting any further prior specific authorization of a Sub-Processor promptly and in any event within 10 Business Days of request from time to time. The Customer shall not unreasonably withhold, delay or condition any such authorization.
14.9 The Supplier shall (at the Customer’s cost):
14.9.1 assist the Customer in ensuring compliance with the Customer’s obligations under applicable Data Privacy Laws taking into account the nature of the processing and the information available to the Supplier; and
14.9.2 taking into account the nature of the processing, assist the Customer (by appropriate technical and organizational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the rights of consumers under applicable Data Privacy Laws.
14.10 The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data outside the United States without the prior written authorization of the Customer, except where permitted under applicable Data Privacy Laws.
14.11 The Supplier shall at the Customer’s cost and expense promptly refer to the Customer all requests it receives for exercising any consumer rights under applicable Data Privacy Laws which relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by applicable law.
14.12 The Supplier shall, in accordance with applicable Data Privacy Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this clause and to demonstrate compliance with the obligations on each party imposed by such Data Privacy Laws, and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period).
14.13 The Supplier shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
14.14 On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, the Supplier shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such Protected Data.
14.15 Force Majeure. Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 20 days, either party may terminate the Contract by written notice to the other party.
15 Removal from the brand portal
The Brand may be removed from the Platform under the following circumstances:
15.1 Failure to Fund: If the Brand fails to fund its reward pot as required, Social Tip reserves the right to pause or remove the Brand’s presence from the Platform until adequate funds are restored.
15.2 Non-Payment: If the Brand fails to pay any invoice by the due date and the amount remains unpaid for more than 30 days after notification, Social Tip may suspend or remove the Brand from the Platform.
15.3 The Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
15.4 Any consent, license, or authorization held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
15.5 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
15.5.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
15.5.2 is unable to pay its debts as they become due or if the Supplier reasonably believes that to be the case;
15.5.3 becomes the subject of any voluntary or involuntary bankruptcy, insolvency, receivership, reorganization, or similar proceeding under any U.S. federal or state law;
15.5.4 has a receiver, trustee, or similar officer appointed over all or any part of its undertaking, assets, or income;
15.5.5 makes an assignment for the benefit of creditors;
15.5.6 suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
15.5.7 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described above, including calling a meeting of creditors, filing any petition, or passing any board resolution authorising steps to enter into an insolvency or bankruptcy process.
15.6 The Supplier may terminate the Contract at any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is reasonably anticipated that it shall undergo a change of Control within two months.
15.7 The right of the Supplier to terminate the Contract pursuant to this clause shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction, or merger, where the amalgamated, reconstructed, or merged party agrees to adhere to the Contract.
15.8 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause, it shall immediately notify the Supplier in writing.
15.9 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
16 Notices
16.1 Any notice or other communication given by a party under these Conditions shall: 16.1.1 be in writing and in English;
16.1.2 be signed by, or on behalf of, the party giving it (which may include electronic signatures where legally valid); and
16.1.3 be sent to the relevant party at the address or email set out in The Schedule Part A of these Terms & Conditions.
16.2 Notices may be given, and are deemed received:
16.2.1 by email: upon confirmation of successful transmission from the sender’s email system, provided the email is sent to the designated notice address; and
16.2.2 through the contact form on the Brand Portal, when acknowledged by the system.
16.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party and shall be effective:
16.3.1 on the date specified in the notice as being the date of such change; or
16.3.2 if no date is so specified, seven (7) Business Days after the notice is deemed to be received.
16.4 All references to time are to the local time at the place of deemed receipt.
16.5 This clause does not apply to notices given in legal proceedings, arbitration, or other formal dispute resolution processes, which shall be served in accordance with applicable law or court rules.
17 Cumulative remedies
The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
18 Time
Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.
19 Further assurance
The Customer shall, at the request of the Supplier and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
20 Entire agreement
20.1 Except for any Additional Terms as Supplier may notify or make available to Customer, the parties agree that the Conditions and the Contract and any documents entered into pursuant to either or both constitute the entire agreement between Customer and Supplier and supersede all previous or contemporaneous agreements, understandings, and arrangements between them, whether in writing or oral, in respect of its subject matter.
20.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for negligent misrepresentation on the basis of any statement in the Contract.
20.3 Nothing in these Conditions purports to limit or exclude any liability for fraud or fraudulent misrepresentation.
21 Variation
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions, and is duly signed or executed by, or on behalf of, each party.
22 Assignment
22.1 The Customer may not assign, subcontract, or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, which may be withheld or delayed at the Supplier’s sole discretion.
22.2 The Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate, provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.
22.3 Supplier may freely assign, transfer, or delegate these Conditions, the Contract or any of Supplier’s rights and obligations under them. Supplier will make Customer aware if this happens and Supplier will ensure that the transfer will not affect Customer’s rights in a material way.
23 Set off
23.1 The Supplier shall be entitled to set off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
23.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
24 No partnership or agency
The parties are independent persons and are not partners, principal and agent, or employer and employee, and the Contract does not establish any joint venture, trust, fiduciary, or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
25 Equitable relief
The Customer recognizes that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction, and other equitable relief without proof of special damages.
26 Severance
26.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of any other provision of the Contract shall not be affected.
26.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid, or unenforceable but would be legal, valid, and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid, and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
27 Waiver
No failure, delay, or omission by the Supplier in exercising any right, power, or remedy provided by law or under the Contract shall operate as a waiver of that right, power, or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power, or remedy. No single or partial exercise of any right, power, or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power, or remedy by the Supplier. A waiver of any term, provision, condition, or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
28 Compliance with law
The Customer shall comply with Applicable Law and shall maintain such licenses, authorizations, and all other approvals, permits, and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
29 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices, or annexes to the Contract, the terms of the Conditions and of Part B and Part C of the schedule shall prevail to the extent of the conflict.
30 Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature, and performance of the Contract (and any documents referred to in it).
31 Third party rights
31.1 A person who is not a party to the Contract shall have no rights to enforce any of the provisions of the Contract.
31.2 Any Affiliate of the Supplier shall be entitled to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
32 Dispute resolution, Arbitration
32.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause.
32.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
32.3 The parties shall use all reasonable efforts to reach a negotiated resolution through the following procedure:
32.3.1 Within ten Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.
32.3.2 If the dispute has not been resolved within ten Business Days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) shall meet within five Business Days to discuss the dispute and attempt to resolve it.
32.3.3 Until the parties have completed the steps referred to in this clause, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.
32.3.4 ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE CONDITIONS, THE CONTRACT, OR ANY ADDITIONAL TERMS, INCLUDING THE FORMATION, INTERPRETATION, BREACH, TERMINATION, OR VALIDITY THEREOF, SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES AND THE FEDERAL ARBITRATION ACT (FAA). THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH, BEFORE A SINGLE ARBITRATOR, IN WILMINGTON, DELAWARE, UNLESS THE PARTIES AGREE OTHERWISE. SUPPLIER AND CUSTOMER WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF DELAWARE.
33 Governing law
Except to the extent prohibited by applicable law, the Contract and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the State of Delaware, exclusive of choice of law provisions.
34 Jurisdiction
Except to the extent prohibited by applicable law, Customer and Supplier irrevocably agree that for any legal Dispute of any kind not required to be determined through arbitration, the state and federal courts located in the state of Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Conditions, the Contract and/or the Dispute, including non-contractual disputes or claims. You consent to the personal jurisdiction of any state or federal court located within the State of Delaware and waive any objection to and agree not to assert any defense based on jurisdiction or venue.
35 Class Action Waiver
IMPORTANT: THIS SECTION (SECTION 35) LIMITS CERTAIN LEGAL RIGHTS. PLEASE REVIEW CAREFULLY.
In the unlikely event that a disagreement arises between Customer and Supplier, Customer must first contact Supplier directly so that we may work in good faith to find a mutually agreeable solution as set out in Section 32.
By Email: hello@socialtip.io
By Mail: 131 Continental Dr, Suite 305, Newark, DE 19713
Customer agrees, as permitted by applicable law, that any claim or controversy at law or equity arising out of, relating to, or connected in any way with this Site, these Conditions, the Contract and/or Additional Terms (collectively, “Dispute”) must be on an individual basis through arbitration as set out in Section 32 and that you will not initiate, or participate in any, class-action lawsuit against Supplier. You agree that the term “Dispute” in these Conditions will have the broadest meaning possible. Disputes include any disputes between Customer and Supplier’s direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns.
36. FTC Endorsement Compliance – All Customers (including Brand Partners and Users) must comply with all FTC and state rules and regulations, including but not limited to endorsement guides (16 C.F.R. Part 255), including those regarding disclosure of sponsored content.
37 General Provisions
37.1 Severability. If any provision of these Conditions and/or the Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions (and the remainder of the provision in question) shall be unaffected.
37.3 Termination or Changes. To the extent permitted by law, Supplier reserves the right to terminate Customer’s access to and use of this Site and any of its features in our sole discretion, without notice and liability, including, without limitation, if we believe your conduct fails to conform to these Terms or any Additional Terms that may be provided to you or agreed upon between you and us. Supplier also reserves the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials, information or content available on this Site, without limitation, in whole or in part, with or without notice. Customer agrees that Supplier will not be liable to Customer or to any other party for any modification, suspension or discontinuance of this Site or any part thereof.
37.4 Investigations; Cooperation with Law Enforcement. Supplier reserves the right to investigate and prosecute any suspected or actual violations of these Conditions or the Contract. Supplier may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.
37.5 Electronic Contracting, Records and Signatures. Customer agrees that all agreements, notices, disclosures, and other communications that Supplier provides to Customer electronically satisfies any legal requirement that such communications be in writing. Customer agrees that any time Customer electronically transacts, agrees, or consents via the
Site it is intended to be an electronic signature which binds Customer as if Customer had signed on paper. Customer also consents to electronic records and signatures under the U.S. E-SIGN Act (15 U.S.C. § 7001 et seq.).
38 Children’s Privacy.
The Services are not directed to children under 13. Use by anyone under 13 is prohibited without verifiable parental consent under COPPA (15 U.S.C. §§ 6501–6506).
39 California Users Consumer Rights Notice.
Under California Civil Code §1789.3, California users are entitled to the following specific consumer rights notice: If you have a question or complaint regarding the Services, please contact us at hello@socialtip.io or 131 Continental Dr, Suite 305, Newark, DE 19713. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
40 Survival
The following provisions shall survive termination or expiration of the Contract and/or Conditions: Confidentiality (Section 13), Indemnities (Section 10), Limitation of Liability (Section 11), Intellectual Property (Section 12), Dispute Resolution, Arbitration (Section 32), Governing Law (Section 33), Jurisdiction (Section 34), Class Action Waiver (Section 35), FTC Endorsement Compliance (Section 36), and any other clauses that by their nature should survive.
Customer-specific provisions (to be completed via the online brand portal)
Customer:
Name: as provided within the brand portal on registration
Address: as provided within the brand portal on registration
Contact: as provided within the brand portal on registration
Supplier
Name: Social Tip LLC
Address: 131 Continental Dr, Suite 305, Newark, DE 19713
Contact: hello@socialtip.io
Location: Online
Services
Providing access to App users through the brand portal for promotion of the Brand Partner’s products or services.
Data processing details
Processing of the Protected Data by the Supplier under the Contract shall be for the subject matter, duration, nature, and purposes, and involve the types of Personal Data and categories of Data Subjects set out in this Part B of the Schedule.
Subject matter of processing:
App user metrics from posts made involving Brand Partner products on social media channels.
Duration of the processing:
Ongoing until the Brand Partner’s credit allocated to a campaign is exhausted or the user revokes permission.
Nature and purpose of the processing:
Collecting and analysing data from posts made by social media users for performance tracking, reporting, and campaign optimization.
Type of Personal Data:
Name, social media account details, payment details (e.g., bank account, PayPal).
Categories of Data Subjects:
Social media users who connect their accounts to the Social Tip App. PART C Technical and organizational security measures The Supplier shall implement and maintain appropriate technical and organizational security measures to protect the Protected Data, including but not limited to:
Encryption of data in transit and at rest.
Secure cloud infrastructure hosting (AWS, Google Cloud).
Regular monitoring, logging, and access controls.
Internal policies and staff training on data protection.
Further details can be found at: www.socialtip.io/data-policy
