Terms of services

Ovation Tips Terms of Service

Last Updated: October 24^th, 2017

These terms of service constitute a legally binding agreement (the “Agreement”) between you and Ovation Tips, Inc. (“Ovation Tips,” “we,” “us” or “our”) governing your use of the Ovation Tips application, website, and technology platform (collectively, the “Ovation Platform”).

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND OVATION TIPS HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST OVATION TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A SERVICE PROFESSIONAL, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 17.

By entering into to this Agreement, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE OVATION TIPS APPLICATION.

The Ovation Tips Application

The Ovation Tips Application provides a platform for Service Professionals (“Service Pro’s) to be rewarded for the hard work they do through a mobile credit card transaction made by User (“Tippers”). For purposes of this Agreement, the service provided by Service Pro’s to Tippers that are matched through the application shall be referred to collectively as the “Services”. Any decision by a User to reward the Service Pro for hard work is a decision made in such User’s sole discretion. Each mobile tip provided by User for Service Pro shall constitute a separate agreement between such persons.

Modification to the Agreement

In the event Ovation Tips modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Ovation Tips reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Ovation Tips Application or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

Eligibility

The Ovation Tips Application may only be used by individuals who can form legally binding contracts under applicable law. The Ovation Tips Application is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.

Your Account

If you use the Ovation Tips Application, you are responsible for maintaining the confidentiality of your account and password for restricting access to your computer or mobile phone, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Ovation Tips is not responsible for third party access to your account that results from theft or misappropriation of your account. Ovation Tips and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion

Tipping

As a Tipper, you agree to pay the amount you preselect to send to your Service Pro on the Ovation Tips Application. This amount has not been influenced by any outside parties and the Tipper shall be responsible for al Charges incurred under your User account regardless of your awareness of such Charges or the amounts there of General

Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g., Stripe, Inc., or Braintree, a division of PayPal, Inc.). Ovation Tips may replace its third-party payment processing services without notice to you. Charges shall only be made through the Ovation Tips Application.
No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Ovation Tips Application, any disruption to the Ovation Tips Application or Services, or any other reason whatsoever.
Credit Card Authorization. Upon addition of a new payment method or each tip request, Ovation Tips may seek authorization of your selected payment method to verify the payment method, ensure the tip will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or check card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
Maximum Tip. Ovation Tips has a maximum tip of One Hundred Dollars ($100.00) per tip to service pro.
Transaction ID. Tips sent through Ovation Tips will be displayed as “Ovation Tips” on your credit card statement.

Payments

If you are a Service Professional, you will receive payment for your efforts of Services. All tipped payments are subject to a Ovation Tips processing fee, discussed below. Ovation Tips provide your employer with all the tips you have received during a pay period, and that amount will be reflected on your paycheck from your employer. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law.

Processing Fee. In exchange for permitting you to offer your service through the Ovation Tips Application and market place as a Service Professional, you agree to allow Ovation Tips to retain a fee based on each transaction in which you provide Services. Ovation Tips reserves the right to change the fee at any time in Ovation Tip’s discretion based up local market factors. The Ovation Tips fee is thirty five cents and ten percent of each tipped transaction. This fee will cover all credit card processing and administrative fees. Continued use of the Ovation Tips Application after any change in the processing calculation shall constitute your consent to such change.
Tracking. You will have complete access and up to the minute view of the net tips you have received through the Ovation Tips mobile application.

License

By uploading, distributing, or otherwise using your User Content with the Site or any App, you automatically grant, and you represent and warrant that you have the right to grant, to (Ovation tips) an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license, with the right to grant sublicenses, to reproduce, distribute, publicly display, publicly perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, solely to display your User Content on The App.

Ovation Communications

By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Ovation Tips, its affiliated companies, may include but are not limited to: operational communications concerning your User account or use of the Ovation Tips Application or Services, updates concerning new and existing features on the Ovation Tips Application, communications concerning promotions run by us or our third- party partners, and news concerning Ovation Tips and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE OVATION TIPS PLATFORM OR THE SERVICES.

Your Information

Your Information is any information you provide, publish or post to or through the Ovation Tips Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Ovation Tips-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Ovation Tips Platform and participate in the Services. Our collection and use of personal information in connection with the Ovation Tips Platform and Services is as provided in Ovation Tips’s Privacy Policy located at www.Ovation Tips.com/privacy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Ovation Tips to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Ovation Tips does not assert any ownership over your Information; rather, as between you and Ovation Tips, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

You may be able to create or log-in to your Ovation Tips User account through online accounts you may have with third party social networking sites (each such account, an “SNS Account”). By connecting to Ovation Tips through an SNS Account, you understand that Ovation Tips may access, store, and make available any SNS Account content according to the permission settings of your SNS Account (e.g., friends, mutual friends, contacts or following/followed lists (the “SNS Content”)). You understand that SNS Content may be available on and through the Ovation Tips Platform to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Information.

Restricted Activities

With respect to your use of the Ovation Tips Application and your participation in the Services, you agree that you will not:

impersonate any person or entity;
stalk, threaten, or otherwise harass any person;
violate any law, statute, rule, permit, ordinance or regulation;
interfere with or disrupt the Services or the Ovation Tips Application or the servers or networks connected to the Ovation Tips Application;
post Information or interact on the Ovation Tips Application or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
use the Ovation Tips Application in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Ovation Tips Platform;
“frame” or “mirror” any part of the Ovation Tips Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Ovation Tips Platform or any software used on or for the Ovation Tips Platform;
rent, lease, lend, sell, redistribute, license or sublicense the Ovation Tips Platform or access to any portion of the Ovation Tips Platform;
link directly or indirectly to any other web sites;
transfer or sell your User account, password and/or identification to any other party
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
cause any third party to engage in the restricted activities above.

Service Professional Representations, Warranties and Agreements

By providing Services as a Service Professional on the Ovation Tips Platform, you represent, warrant, and agree that:

You will only provide Services deemed to be legal according to local governing authorities.
You will not make any misrepresentation regarding Ovation Tips, the Ovation Tips Platform, the Services or your status as a Service Professional.
You will not attempt to defraud Ovation Tips or Users on the Ovation Tips Platform or in connection with your provision of Services.
You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.

Intellectual Property

All intellectual property rights in the Ovation Tips Platform shall be owned by Ovation Tips absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Ovation Tips Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Ovation Tips. Ovation Tips shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Ovation Tips and other Ovation Tips logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Ovation Tips in the United States and/or other countries (collectively, the “Ovation Tips Hand Shake”). If you provide Services as a Service Professional, Ovation Tips grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Ovation Tips Marks solely in connection with providing the Services through the Ovation Tips Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Ovation Tip’s prior written permission, which it may withhold in its sole discretion. The Ovation Tips Marks may not be used in any manner that is likely to cause confusion.

You acknowledge that Ovation Tips is the owner and licensor of the Ovation Tips Marks, including all goodwill associated therewith, and that your use of the Ovation Tips Marks will confer no additional interest in or ownership of the Ovation Tips Marks in you but rather inures to the benefit of Ovation Tips. You agree to use the Ovation Tips Marks strictly in accordance with Ovation Tip’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Ovation Tips determines to nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that incorporate the Ovation Tips Marks or any derivatives of the Ovation Tips Marks other than as expressly approved by Ovation Tips in writing; (2) use the Ovation Tips Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Ovation Tips Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Ovation Tip’s rights as owner of the Ovation Tips Marks or the legality and/or enforceability of the Ovation Tips Marks, including, without limitation, challenging or opposing Ovation Tip’s ownership in the Ovation Tips Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Ovation Tips Marks, any derivative of the Ovation Tips Marks, any combination of the Ovation Tips Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Ovation Tips Marks; (5) use the Ovation Tips Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in Ovation Tip’s sole discretion. If you create any materials bearing the Ovation Tips Marks (in violation of this Agreement or otherwise), you agree that upon their creation Ovation Tips exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Ovation Tips Marks or derivative works based on the Ovation Tips Marks. You further agree to assign any interest or right you may have in such materials to Ovation Tips, and to provide information and execute any documents as reasonably requested by Ovation Tips to enable Ovation Tips to formalize such assignment.

Disclaimers

The following disclaimers are made on behalf of Ovation Tips, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

Ovation Tips does not provide services, and Ovation Tips does not require a User to Tip. It is up to the Tipper to decide whether or not to reward a Service Professional contacted through the Ovation Tips Platform. We cannot ensure that a Service Professional or Tipper will complete an arranged service. We have no control over the quality or satisfactory of the service that occurs as a result of the Services.

The Ovation Tips Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Ovation Tips Platform and/or the Services, including the ability to provide or receive Services at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the Ovation Tips Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Ovation Tips Platform will be corrected, or that the Ovation Tips Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Ovation Tips Platform or Services.

We cannot guarantee that each Service Professional is who he or she claims to be. Please use common sense when using the Ovation Tips Platform and Services, including looking at the photos of the Service Pro you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Ovation Tips Platform by persons under the age of 18 in violation of this Agreement.

Ovation Tips is not responsible for the conduct, whether online or offline, of any User of the Ovation Tips Platform or Services.

Ovation Tips expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish or post to or through the Ovation Tips Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Ovation Tips Platform or through the Services. Please carefully select the type of information that you post on the Ovation Tips Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Ovation Tips or made available through the Ovation Tips Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Ovation Tips Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Ovation Tips Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Location data provided by the Ovation Tips Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Ovation Tips, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Ovation Tips Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Ovation Tips Platform may be accessible to Ovation Tips and certain Users of the Ovation Tips Platform.

Ovation Tips advises you to use the Ovation Tips Platform with a data plan with unlimited or very high data usage limits, and Ovation Tips shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Ovation Tips Platform.

This paragraph applies to any version of the Ovation Tips Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Ovation Tips. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Ovation Tips Platform. Ovation Tips, not Apple, is solely responsible for the Ovation Tips Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.

State and Local Disclosures

Certain jurisdictions require additional disclosures to you. Ovation Tips Platforms will update your account based on these requirements.

Indemnity

You will defend, indemnify, and hold Ovation Tips including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Ovation Tips Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, without limitation, Tippers, Tippers, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Ovation Tips Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

IN NO EVENT WILL OVATION TIPS, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “Ovation Tips” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE OVATION TIPS PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE OVATION TIPS PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE OVATION TIPS PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT OVATION TIPS HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THERE TERMS. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Term and Termination

This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Ovation Tips; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a) through (i) of this Agreement. In addition, Ovation Tips may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below Ovation Tips’s star rating or cancellation threshold; (3) Ovation Tips has the good faith belief that such action is necessary to protect the safety of the Ovation Tips community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Ovation Tips’s reasonable satisfaction prior to Ovation Tips permanently terminating the Agreement.

Governing Law and dispute resolution

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and (Ovation tips) arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of any of the Site and any App.
YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND (OVATION TIPS) ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND (OVATION TIPS) AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and (Ovation tips) must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in the State of Ohio. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in Ohio. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in Ohio.
This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of Ohio, USA without giving effect to any law that would result in the application of the law of another jurisdiction.

Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Ovation Tips’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by Ovation Tips for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Ovation Tips in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Ovation Tips with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Ovation Tips or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Ovation Tips; becomes known to you, without restriction, from a source other than Ovation Tips without breach of this Agreement by you and otherwise not in violation of Ovation Tips’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Ovation Tips to enable Ovation Tips to seek a protective order or otherwise prevent or restrict such disclosure.

Relationship with Ovation Tips

As a Service Professional on the Ovation Tips Platform, you acknowledge and agree that you and Ovation Tips are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Ovation Tips expressly agree expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Ovation Tips; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Ovation Tips, and you undertake not to hold yourself out as an employee, agent or authorized representative of Ovation Tips.

Ovation Tips does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Ovation Tips Platform. Ovation Tips shall have no right to require you to: (a) display Ovation Tips’s names, logos; or (b) wear a uniform or any other clothing displaying Ovation Tips’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.

General

This Agreement shall be governed by the laws of the State of Ohio without regard to choice of law principles. This choice of law provision is only intended to specify the use of Ohio law to interpret this Agreement and is not intended to create any other substantive right to non-Ohioans to assert claims under Ohiop law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Ovation Tips, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Ovation Tips shall be given by certified mail, postage prepaid and return receipt requested to Ovation Tips, Inc., PO Box 531321, Cincinnati, OH 45253. Any notices to you shall be provided to you through the Ovation Tips Platform or given to you via the email address or physical address you provide to Ovation Tips during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Ovation Tips with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the Ovation Tips Platform or Services, please contact our Customer Support Team through our Help Center.