Hotel Service Agreement

TAKE IT PERSONALLY PLATFORM SERVICES AGREEMENT

AGREEMENT OVERVIEW

This Platform Services Agreement (“Agreement”) is entered into as of the date of electronic acceptance (“Effective Date”) by and between:

Take it Personally LLC A Delaware limited liability company 8 The Grn, Ste R, Dover, DE 19901 “TiP“, “we“, “us“, “our“, “Company“

AND

“Hotel“, “you“, “your“, “Business“

RECITALS

WHEREAS, TiP operates a digital tipping platform that enables hotel guests to provide cashless tips and feedback directly to hospitality service workers;

WHEREAS, Hotel desires to use the Platform at its location(s) to facilitate cashless tipping for its employees and improve guest experience;

WHEREAS, the parties wish to establish the terms and conditions governing Hotel’s use of the Platform;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Definitions. As used in this Agreement:

  • “Platform” means TiP’s digital tipping platform, including the mobile application (“App”), web application at mytip.app (“Web App”), website at takeitpersonally.app (“Site”), and all associated software, tools, data, and services.
  • “Collateral Materials” means physical materials provided by TiP to Hotel, including QR codes, signage, table tents, door hangers, and other branded materials used to facilitate guest access to the Platform.
  • “Employee” means any individual employed by Hotel who registers to receive tips through the Platform.
  • “Guest” means any hotel guest or visitor who uses the Platform to provide tips or feedback to Employees.
  • “Transaction Fee” means the fee charged to Guests for processing tip payments, currently 10% + $0.30 per transaction, which may be paid by the Guest or deducted from the tip amount at the Guest’s election.
  • “Confidential Information” means any non-public information disclosed by one party to the other, including business plans, financial information, customer data, technical information, and trade secrets.
  • “Tax Reporting Service” means the optional service described in Section 8, whereby TiP provides Hotel with aggregated tip data for payroll and tax compliance purposes.

2. PLATFORM SERVICES

2.1 Grant of Access. Subject to the terms of this Agreement, TiP grants Hotel a non-exclusive, non-transferable, revocable right to:

  • Use the Platform at Hotel’s location(s);
  • Allow Hotel’s Employees to register for and use the Platform;
  • Allow Hotel’s Guests to access the Platform via QR codes and web links;
  • Display Collateral Materials at Hotel’s location(s).

2.2 Platform Features. TiP will provide Hotel with access to the following Platform features:

  • Digital Tipping: Guests can scan QR codes to send cashless tips directly to Employees via credit card, debit card, or other payment methods supported by the Platform;
  • Feedback System: Guests can provide positive feedback, thank you notes, and skill endorsements to Employees;
  • Employee Profiles: Employees can create profiles visible to Guests, including photos, names, and job titles;
  • Transaction History: Employees can view their tip history and payout information through the App;
  • Basic Reporting: Hotel can access basic usage statistics and analytics (number of tips, aggregate amounts, employee participation rates) without access to individual Employee tip amounts;
  • Customer Support: TiP provides customer support to Hotel and Employees via email (support@mytip.app) and phone during business hours.

2.3 Platform Availability. TiP will use commercially reasonable efforts to make the Platform available 24/7, except for:

  • Scheduled maintenance (with advance notice when possible);
  • Emergency maintenance or repairs;
  • Events beyond TiP’s reasonable control (force majeure).

TiP does not guarantee uninterrupted or error-free operation of the Platform.

2.4 Platform Updates. TiP may update, modify, or enhance the Platform at any time. TiP will notify Hotel of material changes that affect Hotel’s use of the Platform.

2.5 Third-Party Services. The Platform integrates with third-party services, including:

  • Stripe for payment processing (subject to Stripe’s terms and conditions);
  • Other third-party services as may be added from time to time.

Hotel acknowledges that TiP is not responsible for the performance or availability of third-party services.

3. COLLATERAL MATERIALS

3.1 Purchase of Collateral Materials. Hotel may purchase Collateral Materials from TiP, including:

  • QR code cards, stickers, and signage;
  • Table tents and door hangers;
  • Branded promotional materials;
  • Custom-designed materials (if available).

3.2 Pricing and Payment.

  • Collateral Materials are sold at the prices listed on TiP’s website or as quoted to Hotel;
  • Hotel will pay for Collateral Materials at the time of order;
  • Payment is processed through TiP’s online ordering system or by invoice;
  • All prices are in U.S. Dollars and exclude applicable taxes and shipping costs.

3.3 Shipping and Delivery.

  • TiP will ship Collateral Materials to Hotel’s address within 10 business days of order confirmation;
  • Shipping costs are Hotel’s responsibility unless otherwise agreed;
  • Risk of loss passes to Hotel upon delivery to the carrier.

3.4 Replacements and Reorders.

  • Hotel may reorder Collateral Materials at any time;
  • Damaged or defective materials will be replaced at no charge if reported within 30 days of delivery;
  • Lost or stolen materials are Hotel’s responsibility to replace.

3.5 Ownership and Use.

  • Hotel owns the physical Collateral Materials purchased from TiP;
  • TiP retains all intellectual property rights in the designs, trademarks, and content on Collateral Materials;
  • Hotel may not modify, reproduce, or create derivative works from Collateral Materials without TiP’s written consent;
  • Upon termination, Hotel will cease using Collateral Materials and may dispose of them or return them to TiP at Hotel’s expense.

4. FEES AND PAYMENT TERMS

4.1 No Subscription Fees. There are no subscription fees, monthly fees, or recurring charges for Hotel’s use of the Platform. Hotel’s only costs are:

  • Purchase of Collateral Materials (one-time and replacement orders);
  • Applicable taxes and shipping costs.

4.2 Transaction Fees.

  • Guests who use the Platform pay a Transaction Fee (currently 10% + $0.30 per transaction);
  • Guests may choose to pay the Transaction Fee themselves or have it deducted from the tip amount;
  • Hotel is NOT responsible for Transaction Fees;
  • TiP reserves the right to modify Transaction Fees with 60 days’ notice to users.

4.3 Payment Processing.

  • All tip payments are processed by Stripe, TiP’s third-party payment processor;
  • Tips are paid directly to Employees, not to Hotel;
  • Hotel does not handle, process, or receive tip payments through the Platform.

4.4 Employee Payouts.

  • Employees receive automatic monthly payouts of their tips;
  • Payouts are made to Employees’ bank accounts registered with Stripe;
  • TiP is not responsible for delays caused by incorrect bank information or Stripe processing issues.

5. HOTEL RESPONSIBILITIES

5.1 Collateral Material Placement. Hotel will:

  • Place Collateral Materials in appropriate, visible locations (guest rooms, common areas, front desk, etc.);
  • Ensure Collateral Materials remain in good condition and are replaced when damaged;
  • Not alter, modify, or obscure Collateral Materials without TiP’s consent;
  • Remove Collateral Materials upon termination of this Agreement.

5.2 Employee Participation.

  • Hotel will inform Employees about the Platform and its availability;
  • Hotel will encourage (but not require) Employee participation;
  • Hotel will not penalize, discipline, or retaliate against Employees for using or not using the Platform;
  • Hotel acknowledges that Employee participation is voluntary.

5.3 Guest Communication.

  • Hotel may promote the Platform to Guests through signage, verbal communication, and marketing materials;
  • Hotel will not misrepresent the Platform or make promises TiP cannot fulfill;
  • Hotel will direct Guest questions about the Platform to TiP’s customer support.

5.4 Compliance with Laws.

  • Hotel will comply with all applicable federal, state, and local laws regarding:
    • Wages and tips (Fair Labor Standards Act, state wage laws);
    • Employment practices (non-discrimination, harassment prevention);
    • Tax reporting and withholding;
    • Privacy and data protection;
  • Hotel acknowledges that tips received through the Platform are the property of Employees and may not be:
    • Retained by Hotel;
    • Shared with managers or supervisors;
    • Used to satisfy minimum wage obligations (except as permitted by law);
    • Subject to tip pooling arrangements without Employee consent.

5.5 Prohibited Conduct. Hotel will NOT:

  • Use the Platform to monitor, surveil, or evaluate Employee performance;
  • Discipline Employees based on tip amounts or Guest feedback;
  • Require Employees to share tips with management;
  • Interfere with tip payments between Guests and Employees;
  • Access Employee accounts or tip information without authorization;
  • Use the Platform for any illegal or unauthorized purpose;
  • Attempt to reverse engineer, decompile, or hack the Platform;
  • Resell or sublicense access to the Platform.

5.6 Data Accuracy.

  • Hotel will provide accurate information when creating its account;
  • Hotel will promptly update its account information if it changes;
  • Hotel will ensure Employee information provided to TiP is accurate and current.

6. TIP RESPONSIBILITIES

6.1 Platform Operation. TiP will:

  • Operate and maintain the Platform in accordance with industry standards;
  • Process tip payments accurately and timely;
  • Provide customer support to Hotel and Employees;
  • Protect user data in accordance with TiP’s Privacy Policy;
  • Comply with applicable payment card industry (PCI) standards.

6.2 Payment Processing. TiP will:

  • Use Stripe or other reputable payment processors;
  • Ensure tips are paid to the correct Employees;
  • Provide Employees with transaction history and payout information;
  • Retain transaction records for at least seven (7) years for tax compliance.

6.3 Customer Support. TiP will:

  • Respond to Hotel inquiries within two (2) business days;
  • Respond to Employee inquiries within two (2) business days;
  • Provide technical support for Platform issues;
  • Assist with Collateral Material orders and replacements.

6.4 Data Security. TiP will:

  • Implement reasonable security measures to protect user data;
  • Encrypt sensitive data in transit and at rest;
  • Notify Hotel promptly of any data breaches affecting Hotel or its Employees;
  • Comply with applicable data protection laws (GDPR, CCPA, etc.).

7. INTELLECTUAL PROPERTY

7.1 TiP Intellectual Property.

  • TiP owns all rights, title, and interest in and to the Platform, including:
    • Software, source code, and algorithms;
    • Trademarks, logos, and branding (“Take it Personally”, “TiP”, etc.);
    • Content, designs, and user interfaces;
    • Patents, copyrights, and trade secrets;
  • This Agreement does not transfer any ownership rights to Hotel;
  • Hotel receives only a limited license to use the Platform as described herein.

7.2 Hotel Trademarks.

  • Hotel grants TiP a limited, non-exclusive license to use Hotel’s name, logo, and trademarks solely for:
    • Identifying Hotel as a Platform user;
    • Marketing materials and case studies (with Hotel’s prior written approval);
    • Collateral Materials placed at Hotel’s location;
  • TiP will not use Hotel’s trademarks in any way that suggests endorsement without Hotel’s consent;
  • This license terminates upon termination of this Agreement.

7.3 Feedback.

  • Hotel may provide feedback, suggestions, or ideas about the Platform;
  • TiP may use such feedback without obligation or compensation to Hotel;
  • Hotel grants TiP a perpetual, irrevocable, royalty-free license to use feedback for any purpose.

8. OPTIONAL TAX REPORTING SERVICE

8.1 Service Description. Hotel may opt into TiP’s Tax Reporting Service at no additional cost. When Hotel opts in:

  • TiP will provide Hotel with periodic reports containing aggregated tip data for Hotel’s Employees;
  • Reports include Employee names, identifiers, total tip amounts, and monthly breakdowns;
  • Reports are provided in CSV format suitable for import into payroll systems;
  • Reports are delivered monthly by 1oth of the month.

8.2 Opt-In Process. To opt into Tax Reporting Service:

  • Hotel must execute the Tax Reporting Service Addendum;
  • Hotel must designate an authorized contact to receive reports;
  • Hotel must acknowledge its obligations under Section 8.3.

8.3 Hotel Obligations for Tax Reporting.

If Hotel opts into Tax Reporting Service, Hotel agrees to:

  • Employee Notification: Inform Employees that tip data will be shared with Hotel for payroll and tax compliance purposes before opting in;
  • Data Use Restrictions: Use tip data ONLY for:
    • Payroll processing and tax compliance;
    • Generating W-2 forms or other required tax documents;
    • Responding to Employee questions about tips;
    • Complying with IRS audits or inquiries;
  • Prohibited Uses: NOT use tip data for:
    • Employee performance evaluations;
    • Disciplinary actions or termination decisions;
    • Scheduling, promotion, or demotion decisions;
    • Any purpose other than payroll and tax compliance;
  • Confidentiality:
    • Limit access to tip data to HR and payroll personnel only;
    • Maintain confidentiality of Employee tip information;
    • Not disclose tip data to managers, supervisors, or other Employees;
    • Implement reasonable security measures to protect tip data;
  • Tax Compliance:
    • Properly incorporate tip data into payroll system;
    • Accurately report tips on Employee W-2 forms;
    • Comply with all federal, state, and local tax laws;
    • Remit all required payroll taxes on tips;
    • Maintain records as required by law.

8.4 Report Contents and Exclusions.

  • Included in Reports:
    • Employee names and identifiers;
    • Total tip amounts received per Employee;
    • Monthly or periodic breakdowns;
    • Transaction counts and date ranges;
  • NOT Included in Reports:
    • Individual transaction details;
    • Guest names or contact information;
    • Payment methods or card details;
    • Transaction-level timestamps or locations.

8.5 Data Accuracy and Disputes.

  • TiP will provide accurate tip data based on Platform transactions;
  • Hotel may request verification of tip data within 30 days of receiving a report;
  • TiP will investigate discrepancies and provide corrected data if errors are confirmed;
  • TiP is not responsible for tips paid outside the Platform or errors in Hotel’s payroll system.

8.6 Employee Consent.

  • Employee consent is obtained through continued use of the Platform at Hotel’s location;
  • Employees are notified via TiP’s Terms of Service and Privacy Policy;
  • Hotel has additional obligation to inform Employees directly;
  • If an Employee objects, Hotel may request exclusion from reports.

8.7 Termination of Tax Reporting Service.

  • Either party may terminate Tax Reporting Service with 30 days’ written notice;
  • Termination does not affect Hotel’s use of the Platform;
  • Hotel must securely store previously received reports;
  • TiP will retain transaction data for seven 7 years for tax compliance.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party agrees to maintain the confidentiality of the other party’s Confidential Information, including:

  • TiP’s Confidential Information:
    • Platform technology, source code, and algorithms;
    • Business plans, strategies, and financial information;
    • User data and transaction information;
    • Pricing and fee structures;
  • Hotel’s Confidential Information:
    • Employee information and tip data (if Tax Reporting Service is used);
    • Business operations and financial information;
    • Guest information and booking data.

9.2 Obligations.

  • Each party will:
    • Use Confidential Information only for purposes of this Agreement;
    • Protect Confidential Information with the same care used for its own confidential information (but no less than reasonable care);
    • Limit access to Confidential Information to employees and contractors who need to know;
    • Not disclose Confidential Information to third parties without prior written consent;
  • These obligations do not apply to information that:
    • Is publicly available through no fault of the receiving party;
    • Was known to the receiving party before disclosure;
    • Is independently developed by the receiving party;
    • Must be disclosed by law or court order (with notice to disclosing party).

9.3 Duration. Confidentiality obligations survive for three (3) years after termination of this Agreement.

10. DATA PROTECTION AND PRIVACY

10.1 Privacy Policy. TiP processes personal data in accordance with its Privacy Policy, available at takeitpersonally.app/us/privacy-policy/. Hotel acknowledges and agrees to TiP’s Privacy Policy.

10.2 Employee Data.

  • Hotel represents and warrants that:
    • It has authority to provide Employee information to TiP;
    • It has obtained necessary consents from Employees;
    • It will comply with applicable privacy laws (GDPR, CCPA, etc.);
  • TiP will process Employee data only as necessary to provide Platform services.

10.3 Guest Data.

  • TiP is responsible for Guest data collected through the Platform;
  • Hotel will not attempt to access or collect Guest data without authorization;
  • TiP will comply with applicable privacy laws regarding Guest data.

10.4 Data Breach Notification.

  • TiP will notify Hotel within 72 hours of discovering a data breach affecting Hotel or its Employees;
  • TiP will cooperate with Hotel in investigating and remediating data breaches;
  • Each party is responsible for its own breach notification obligations under applicable law.

10.5 Data Retention.

  • TiP will retain transaction data for at least seven (7) years for tax compliance;
  • Hotel may request deletion of its data upon termination, subject to legal retention requirements;
  • Employee data remains accessible to Employees even after Hotel terminates this Agreement.

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual Representations. Each party represents and warrants that:

  • It has full power and authority to enter into this Agreement;
  • This Agreement does not violate any other agreement or obligation;
  • It will comply with all applicable laws in performing its obligations;
  • The person signing this Agreement is authorized to bind the party.

11.2 TiP Warranties. TiP represents and warrants that:

  • The Platform will function substantially as described in this Agreement;
  • TiP has the right to provide the Platform services;
  • The Platform does not infringe third-party intellectual property rights;
  • TiP will use commercially reasonable efforts to maintain Platform security.

11.3 Hotel Warranties. Hotel represents and warrants that:

  • Hotel is the employer of record for Employees using the Platform;
  • Hotel complies with all applicable wage and hour laws;
  • Hotel has proper insurance coverage for its operations;
  • Hotel will not use the Platform for any illegal purpose.

11.4 DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TIP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. TIP DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

12. LIMITATION OF LIABILITY

12.1 Liability Cap.

EXCEPT FOR BREACHES OF CONFIDENTIALITY (SECTION 9), INDEMNIFICATION OBLIGATIONS (SECTION 13), OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, NEITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF:

  • TEN THOUSAND DOLLARS ($10,000); OR
  • AMOUNTS PAID BY HOTEL TO TIP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.2 Excluded Damages.

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING:

  • Lost profits or revenue;
  • Loss of data or business opportunities;
  • Cost of substitute services;
  • Damage to reputation or goodwill;

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions.

The limitations in this Section 12 do not apply to:

  • Breaches of confidentiality obligations;
  • Indemnification obligations;
  • Gross negligence or willful misconduct;
  • Violations of intellectual property rights;
  • Fraud or intentional misrepresentation.

12.4 Essential Purpose.

The parties acknowledge that the limitations in this Section 12 are essential elements of this Agreement and that TiP would not provide the Platform without these limitations.

13. INDEMNIFICATION

13.1 By Hotel. Hotel will indemnify, defend, and hold harmless TiP, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

  • Hotel’s breach of this Agreement;
  • Hotel’s violation of applicable laws;
  • Hotel’s misuse of Employee or Guest data;
  • Claims by Hotel’s Employees regarding tips, wages, or employment matters;
  • Hotel’s negligence or willful misconduct;
  • Hotel’s misuse of tip data (if Tax Reporting Service is used);
  • Hotel’s failure to comply with tax reporting obligations.

13.2 By TiP. TiP will indemnify, defend, and hold harmless Hotel, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

  • TiP’s breach of this Agreement;
  • Claims that the Platform infringes third-party intellectual property rights;
  • TiP’s gross negligence or willful misconduct;
  • TiP’s violation of applicable privacy laws;
  • Data breaches caused by TiP’s failure to implement reasonable security measures.

13.3 Indemnification Process.

  • The indemnified party must:
    • Promptly notify the indemnifying party of any claim;
    • Cooperate reasonably in the defense of the claim;
    • Allow the indemnifying party to control the defense and settlement;
  • The indemnifying party may not settle any claim without the indemnified party’s consent if the settlement:
    • Admits liability on behalf of the indemnified party;
    • Imposes obligations on the indemnified party;
    • Does not include a full release of the indemnified party.

14. TERM AND TERMINATION

14.1 Term. This Agreement begins on the Effective Date and continues until terminated by either party as provided in this Section 14.

14.2 Termination for Convenience.

  • By Hotel: Hotel may terminate this Agreement at any time, for any reason or no reason, by providing written notice to TiP. Termination is effective immediately upon notice.
  • By TiP: TiP may terminate this Agreement with thirty (30) days’ written notice to Hotel.

14.3 Termination for Cause.

Either party may terminate this Agreement immediately upon written notice if:

  • The other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days of receiving written notice;
  • The other party becomes insolvent, files for bankruptcy, or ceases business operations;
  • The other party engages in fraud, illegal activity, or conduct that materially harms the other party.

14.4 Effect of Termination.

Upon termination of this Agreement:

  • Hotel’s Obligations:
    • Remove all Collateral Materials from Hotel premises within thirty (30) days;
    • Cease using the Platform and TiP’s trademarks;
    • Pay any outstanding amounts owed to TiP for Collateral Materials;
    • Delete or securely store any tip data received through Tax Reporting Service;
  • TiP’s Obligations:
    • Cease providing Platform services to Hotel;
    • Remove Hotel’s name and trademarks from marketing materials (within reasonable time);
    • Retain transaction data for seven (7) years for tax compliance;
  • Employee Accounts:
    • Employee accounts remain active and Employees can continue to access their tip history;
    • Employees can continue to receive payouts of tips earned before termination;
    • Employees cannot receive new tips at Hotel’s location after termination;
  • No Refunds:
    • Hotel is not entitled to refunds for Collateral Materials purchased;
    • TiP is not obligated to refund any fees or charges.

14.5 Survival.

The following provisions survive termination of this Agreement:

  • Section 7 (Intellectual Property);
  • Section 9 (Confidentiality) – for three (3) years;
  • Section 10.5 (Data Retention);
  • Section 11.4 (Disclaimer of Warranties);
  • Section 12 (Limitation of Liability);
  • Section 13 (Indemnification);
  • Section 15 (Dispute Resolution);
  • Section 16 (General Provisions).

15. DISPUTE RESOLUTION

15.1 Informal Resolution.

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for thirty (30) days. Each party will designate a senior representative with authority to resolve the dispute.

15.2 Mediation.

If negotiation fails, the parties agree to attempt mediation before a mutually agreed mediator. Each party will bear its own costs of mediation, and the parties will share the mediator’s fees equally.

15.3 Arbitration.

If mediation fails or either party declines to mediate, any dispute arising out of or relating to this Agreement will be resolved through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

  • Arbitration Location: Arbitration will be conducted in [CITY, STATE] or remotely via videoconference if both parties agree.
  • Arbitrator Selection: The parties will jointly select one arbitrator. If they cannot agree, AAA will appoint an arbitrator.
  • Arbitration Costs: Each party will bear its own attorneys’ fees and costs. The parties will share the arbitrator’s fees and AAA administrative fees equally, unless the arbitrator awards costs to the prevailing party.
  • Arbitration Award: The arbitrator’s decision is final and binding. Judgment on the award may be entered in any court having jurisdiction.
  • Confidentiality: Arbitration proceedings and awards are confidential, except as required by law or to enforce the award.

15.4 Exceptions to Arbitration.

Either party may seek injunctive relief or other equitable remedies in court without first resorting to arbitration for:

  • Breaches of confidentiality obligations;
  • Intellectual property violations;
  • Urgent matters requiring immediate relief to prevent irreparable harm.

15.5 Class Action Waiver.

EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16. GENERAL PROVISIONS

16.1 Governing Law.

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Jurisdiction and Venue.

Subject to Section 15 (Dispute Resolution), each party consents to the exclusive jurisdiction of the state and federal courts located in Delaware for any legal proceedings arising out of this Agreement.

16.3 Entire Agreement.

This Agreement, together with: – TiP’s Terms of Service (takeitpersonally.app/us/terms-of-service/); – TiP’s Privacy Policy (takeitpersonally.app/us/privacy-policy/); – Tax Reporting Service Addendum (if applicable); – Any exhibits attached hereto;

constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, regarding the subject matter hereof.

16.4 Amendments.

  • This Agreement may only be amended by a written document signed by both parties;
  • TiP may update its Terms of Service and Privacy Policy from time to time. Material changes will be communicated to Hotel via email or notice in Hotel’s account;
  • TiP may modify Transaction Fees, Platform features, or service offerings with sixty (60) days’ notice to Hotel.

16.5 Assignment.

  • Hotel may not assign or transfer this Agreement without TiP’s prior written consent;
  • TiP may assign this Agreement:
    • To an affiliate or subsidiary;
    • In connection with a merger, acquisition, or sale of substantially all assets;
    • To a successor entity;
  • Any attempted assignment in violation of this Section is void.

16.6 Severability.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.7 Waiver.

  • No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party;
  • Failure to enforce any provision does not waive the right to enforce it later;
  • Waiver of one breach does not waive subsequent breaches.

16.8 Notices.

  • All notices under this Agreement must be in writing and sent to:

To TiP: Take it Personally LLC 8 The Grn, Ste R Dover, DE 19901 Email: legal@mytip.app

To Hotel: [Hotel Name] [Address] Email: [Email from account]

  • Notices are deemed delivered:
    • If by email: upon confirmation of receipt;
    • If by mail: three (3) business days after mailing;
    • If by courier: upon delivery.

16.9 Independent Contractors.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.

16.10 No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party (including Employees or Guests) has any rights under this Agreement.

16.11 Force Majeure.

Neither party is liable for delays or failures in performance due to events beyond its reasonable control, including:

  • Acts of God (earthquakes, floods, fires, storms);
  • War, terrorism, civil unrest, or government action;
  • Strikes, labor disputes, or supply chain disruptions;
  • Internet or telecommunications failures;
  • Pandemics or public health emergencies;
  • Acts or omissions of third-party service providers.

The affected party must notify the other party promptly and use reasonable efforts to resume performance.

16.12 Counterparts and Electronic Signatures.

  • This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one agreement;
  • Electronic signatures (including DocuSign, Adobe Sign, or similar) are valid and binding;
  • By clicking “I Accept” or signing electronically, Hotel agrees to be bound by this Agreement.

16.13 Interpretation.

  • Headings are for convenience only and do not affect interpretation;
  • “Including” means “including without limitation”;
  • Singular includes plural and vice versa;
  • “Or” is not exclusive;
  • References to “days” mean calendar days unless specified as “business days”.

16.14 Publicity.

  • TiP may identify Hotel as a customer in marketing materials, case studies, and press releases, subject to Hotel’s prior written approval;
  • Hotel may not issue press releases or public statements about this Agreement without TiP’s prior written consent.

16.15 Export Compliance.

Hotel will comply with all applicable export control laws and regulations, including U.S. export controls. Hotel will not use the Platform in any country subject to U.S. embargo or export restrictions.

16.16 Government Contracts.

If Hotel is a U.S. government entity or contractor, the Platform is “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202. Use, reproduction, and disclosure are subject to the terms of this Agreement.

17. ACCEPTANCE

By signing below or clicking “I Accept” electronically, Hotel acknowledges that:

  • Hotel has read and understood this Agreement;
  • Hotel agrees to be bound by all terms and conditions;
  • The person signing has authority to bind Hotel;
  • Hotel has reviewed TiP’s Terms of Service and Privacy Policy;
  • Hotel consents to electronic signatures and communications.