TERMS AND CONDITIONS

Last Updated: December 11, 2024

These Terms and Conditions (the “Terms”) govern your use of and access to the conversation analytics platform, products, services, websites, and applications (collectively, the “Services”) provided by Get A Copywriter, Inc., a Delaware corporation (“Company,” “we,” “us,” or “our”) under the brand name “Tip.” By registering, accessing, or using the Services, you (“Customer,” “you,” or “your”) agree to be bound by these Terms. If you do not agree to these Terms, you must not use or access the Services.

1. Eligibility and Account Registration

1.1 Eligibility. You represent and warrant that you have the legal capacity and authority to enter into these Terms. If you are agreeing to these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1.2 Account Creation. To access certain features of the Services, you may be required to register for an account. You agree to: (a) provide accurate, current, and complete information during the registration process; (b) maintain and promptly update your account information; and (c) accept responsibility for all activities that occur under your account.

1.3 Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to promptly notify Company of any unauthorized use of your account or any other breach of security.

2. Description of Services

2.1 Services. Tip is a conversation analytics tool that may include call recording, transcription, analysis, performance insights, and related functionalities. The exact features available to you depend on the chosen subscription plan, configuration, and integrations.

2.2 Modifications. We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

2.3 Beta Features. From time to time, we may invite you to access features of the Services that are not generally available (“Beta Features”). Beta Features may be incomplete, contain bugs, or change at any time. We provide such Beta Features “as is,” without any warranties, and may discontinue them at any time.

3. Use of the Services

3.1 License. Subject to these Terms, Company grants you a non-exclusive, non-transferable, revocable, limited license to access and use the Services for your internal business purposes.

3.2 Restrictions. You shall not: (a) use the Services for any illegal or unauthorized purpose; (b) interfere with, disrupt, or attack any part of the Services or underlying network; (c) reverse engineer, decompile, disassemble, or attempt to derive the source code or algorithms of any part of the Services; (d) resell, sublicense, or otherwise transfer your rights to the Services; (e) use the Services to infringe on the intellectual property rights or privacy of others; or (f) upload to or transmit through the Services any harmful code or data.

3.3 Compliance with Laws. You are responsible for compliance with all applicable laws, regulations, and industry standards in relation to your use of the Services, including but not limited to laws related to call recording, privacy, and data protection.

3.4 Consent for Recording and Analytics. You represent and warrant that before using the Services to record, analyze, or otherwise process any communication, you have obtained all necessary consents and provided all required notices to participants in such communications, in accordance with all applicable laws and regulations. You are solely responsible for ensuring the legality of your use of the Services in all relevant jurisdictions.

3.5 Export Compliance. You shall comply with all applicable export control and trade sanctions laws, rules, and regulations. You agree not to use the Services in any manner that would cause either party to violate such laws and regulations, and you represent and warrant that you are not located in a jurisdiction subject to U.S. government embargo or on any U.S. government prohibited party lists.

4. Customer Data and Privacy

4.1 Customer Data. “Customer Data” means any content, data, information, audio, video, transcripts, or other materials you submit to or use with the Services. You retain all rights, title, and interest in and to Customer Data. You grant Company a worldwide, non-exclusive, royalty-free license to process and use Customer Data solely as necessary to provide and improve the Services.

4.2 Responsibility for Customer Data. You are solely responsible for the accuracy, quality, legality, and reliability of Customer Data and for ensuring that its use does not violate applicable laws or these Terms.

4.3 Privacy. We will process Customer Data in accordance with our Privacy Policy. By using the Services, you acknowledge that you have read and understand our Privacy Policy.

5. Intellectual Property Rights

5.1 Company IP. All intellectual property rights in and to the Services (excluding Customer Data) and any related documentation, software, code, features, improvements, enhancements, updates, and modifications are owned by Company or our licensors. Except as expressly provided in these Terms, no license or ownership interest in our intellectual property rights is granted to you.

5.2 Feedback. If you provide any suggestions, feedback, or recommendations regarding the Services (“Feedback”), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and otherwise exploit such Feedback without restriction and without obligation to you.

5.3 Third-Party Components. The Services may incorporate or provide access to third-party software, services, or components (“Third-Party Components”). Your use of Third-Party Components may be subject to additional terms and conditions imposed by the third-party providers. Where these terms apply, we will provide you with the relevant license terms or direct you to their location. By using any Third-Party Components, you agree to comply with any applicable third-party terms.

6. Confidentiality

6.1 Definition. “Confidential Information” includes all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked as confidential or would reasonably be understood to be confidential, including business and technical information. Confidential Information does not include information that (a) is publicly available without breach of these Terms; (b) was already in the Receiving Party’s lawful possession without obligation of confidentiality; (c) is obtained lawfully from a third party not under any confidentiality obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

6.2 Obligations. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information except as necessary to perform its obligations or exercise its rights under these Terms. The Receiving Party shall protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information, and at least a reasonable standard of care.

7. Fees and Payment

7.1 Subscriptions. Access to certain features or functionalities of the Services may require a paid subscription. The applicable fees, payment terms, and subscription details will be set forth in an order form, plan selection page, or separate agreement.

7.2 Payment Terms. All fees are due and payable in advance, unless otherwise specified. You authorize us or our third-party payment processors to charge your payment method on a recurring basis. Late payments may incur interest and/or suspension or termination of Services. All fees are non-refundable unless otherwise required by law.

7.3 Grace Period. We may, at our discretion, provide a grace period of up to ninety (90) days after nonpayment or account closure during which we will maintain your account and associated Customer Data. If you do not restore your payments within this grace period, we may terminate your access and delete your Customer Data, except as otherwise required by law.

7.4 Taxes. You are responsible for all applicable taxes, levies, duties, or similar governmental assessments, excluding our income taxes.

8. Warranties and Disclaimers

8.1 Mutual Warranties. Each party represents and warrants that it has the legal authority to enter into these Terms.

8.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

9. Indemnification

9.1 Your Indemnification. You agree to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any claims, actions, or demands, including reasonable attorneys’ fees, arising from or related to (a) your use of the Services; (b) your violation of these Terms; or (c) your infringement of any third-party rights, including intellectual property, privacy, or publicity rights.

9.2 Company’s Indemnification. We will indemnify you against third-party claims that the Services infringe such third party’s U.S. intellectual property rights, provided that you notify us promptly and allow us to control the defense and settlement of the claim. If the Services become subject to such a claim, we may modify or replace the Services so that they are non-infringing or terminate your license to the affected Services and refund any prepaid fees for the remaining subscription term.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF DATA, OR LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR LIABILITY ARISING FROM YOUR INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Term and Termination

11.1 Term. These Terms remain in effect for as long as you use the Services or have an active subscription.

11.2 Termination. Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice. We may also terminate these Terms immediately if you fail to pay fees when due.

11.3 Effect of Termination. Upon termination, your right to access and use the Services will cease. Following termination, we may delete Customer Data after a reasonable period, except as required by law. We may also maintain some client information after account closure as necessary to comply with applicable laws.

12. General Provisions

12.1 Publicity. With your prior written consent, we may use your name and logo to identify you as a customer on our websites, marketing materials, and social media channels.

12.2 Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or franchise relationship.

12.3 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law.

12.4 Governing Law and Dispute Resolution. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. Any dispute arising out of these Terms shall be resolved exclusively in the state or federal courts located in the State of Delaware, and the parties consent to personal jurisdiction in such courts.

12.5 Notices. Notices under these Terms must be in writing and sent to the addresses set forth in your account or as otherwise designated. Notices to Company shall be sent to support@tiphq.com.

12.6 Severability. If any provision of these Terms is held invalid or unenforceable, the remainder of the Terms will remain in full force and effect.

12.7 Waiver. No waiver of any right under these Terms shall be effective unless made in writing and signed by an authorized representative of the party waiving the right.

12.8 Entire Agreement. These Terms, along with any order forms, attachments, or referenced documents, constitute the entire agreement between the parties regarding the subject matter herein, superseding all prior and contemporaneous agreements.

12.9 Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms (excluding payment obligations) if such delay or failure is caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, power or internet outages, or failures of third-party service providers.

12.10 Changes to Terms. We may revise these Terms from time to time. If we make material changes, we will provide notice as appropriate (e.g., by email or posting a notice on the Services) before such changes become effective. Your continued use of the Services after the revised Terms become effective constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue using the Services.

12.11 Contact Information. If you have any questions or concerns about these Terms, please contact us at support@tiphq.com.

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.