UPTIP TERMS
Uptip Terms
DATE OF LAST REVISION: OCTOBER 14, 2020
Independent Contractor Agreement - United States
Uptip Workers
This Agreement (“Agreement”) is made and entered into by and between you, the undersigned worker (“WORKER”), an independent contractor engaged in the business of performing the services contemplated by this Agreement, and Uptip Inc. (“UPTIP”). WORKER may enter this Agreement either as an individual or as a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any services.
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION XI, AS IT REQUIRES THE PARTIES (UNLESS YOU VALIDLY OPT OUT OF ARBITRATION, AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION XI, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.
RECITALS
UPTIP is a company that provides an online platform using web-based technology that connects workers, workplaces, and customers (“Platform”). UPTIP’s software permits customers of places such as salons, hotels, cafes and restaurant (“Customers”) to give workers within these places (“Workplaces”) tips and ratings for the service(s) rendered. UPTIP may or may not have an agreement in effect with the Workplace to facilitate adoption of the Platform among workers within said Workplace.
WORKER may be either an independent contractor or an employee of a WORKPLACE, providing SERVICES to Customers, such as styling hair, parking cars, providing information, carrying baggage, cleaning rooms, or serving food (“SERVICES”). In the course of providing such service, CUSTOMER may desire to provide a tip and/or rating to WORKER to recognize the quality of the service rendered.
WORKER, either independently, or through an employment relationship with WORKPLACE, possesses all equipment and resources necessary to perform the SERVICES in accordance with applicable laws. WORKER desires to enter into this Agreement for the right to receive from Customers monetary gratuities and tips (“Tip”) and ratings based on a star system with comments (“Rating”) made available through UPTIP'S platform. WORKER understands and expressly agrees that he/she is not an employee of UPTIP and that he/she is providing services on behalf of him/herself or his/her business, not on behalf of UPTIP. WORKER understands (i) he/she is free to select whether he/she wishes to use the platform to receive tips and ratings; (ii) he/she is free to accept or reject the tips and/or ratings given through the UPTIP platform by customers, and can make such decisions to maximize his/her opportunity to profit; and (iii) he/she has the sole right to control the manner in which Services are performed and the means by which those services are completed, or is an employee of a company with such control or means.
In consideration of the above, as well as the mutual promises described herein, UPTIP and WORKER (collectively “the parties”) agree as follows:
I) PURPOSE OF THE AGREEMENT
1) This Agreement governs the relationship between UPTIP and WORKER, and establishes the parties’ respective rights and obligations. Nothing in this Agreement requires WORKER to perform any particular Services during the term of this Agreement, and nothing in this Agreement shall guarantee WORKER any particular income for any particular time period.
2) If WORKER performs a Service (as that term is defined herein) for a Customer in the course of his/her work, AND said Customer desires to provide WORKER with a Tip and/or Rating using the UPTIP Platform, AND WORKER wishes to receive said Tip and/or Rating, then WORKER shall be contractually bound to the terms laid out in this Agreement.
II) WORKER'S RIGHTS & OBLIGATIONS
1) WORKER represents that he/she either i) independently provides SERVICES, and that he/she satisfies all legal requirements and has all necessary licenses and permits necessary to perform any services contemplated by this Agreement; or ii) is employed by an enterprise that provides SERVICES, and that said enterprise satisfies all legal requirements and has all necessary licenses and permits necessary to perform any services contemplated by this Agreement. WORKER shall be solely responsible for determining how to perform the Services.
2) WORKER recognizes that UPTIP is not involved in any way, legally or commercially, in the SERVICE being rendered to CUSTOMER. Rather, UPTIP’s involvement is solely in the optional Tip and/or Rating that the CUSTOMER may provide to WORKER after SERVICE has been rendered and after commercial terms, if any are settled for SERVICE provided.
3) WORKER retains the right to receive cash tips or to receive Tips and/or Ratings from any other platform similar to the Uptip Platform. The parties recognize that they are or may be engaged in similar arrangements with others and nothing in this Agreement shall prevent WORKER or UPTIP from doing business with others. UPTIP does not have the right to restrict WORKER from performing services for other businesses or customers at any time, even if such business directly competes with UPTIP, and even during the time WORKER is logged into the UPTIP Platform.
4) WORKER is not required to purchase, lease, or rent any products, equipment or services from UPTIP as a condition of doing business with UPTIP or entering into this Agreement.
5) WORKER agrees to immediately notify UPTIP in writing to support@uptip.co if WORKER's right to control the manner or method he/she uses to perform Services differs from the terms contemplated in this Section.
III) TIP TRANSACTIONS
1) WORKER provides Services to Customers in accordance with the requirements of his/her job. After a Service is rendered, Customer may desire to provide a tip and/or rating to WORKER through the UPTIP Platform (each of these is referred to as a "Tip Transaction”. WORKER understands and agrees that the parameters of each Tip Transaction are established by the Customer, not UPTIP.
2) WORKER agrees to maintain a rating above 2.5 stars for as long as this Agreement is effective. Failure to satisfy this obligation constitutes a material breach of this Agreement, and UPTIP shall have the right to terminate this Agreement and/or deactivate WORKER'S account.
3) WORKER acknowledges that Customer has discretion as to whether to offer Tips and Ratings, and to determine amount and rating level, just as WORKER has the discretion whether to accept Tips and/or Ratings.
4) WORKER acknowledges that WORKER is engaged in WORKER’s own business, separate and apart from UPTIP’S business, which is to provide an online marketplace connection using web-based technology that connects workers, workplaces, and customers.
5) WORKER authorizes UPTIP to communicate with WORKER, Customer, and Workplace or other business to facilitating conveyance of Tips and Ratings. However, under no circumstances shall UPTIP be authorized to control the manner or means by which WORKER performs Services contemplated under this agreement. This includes, but is not limited to, the following:
A) UPTIP does not require any specific type, or quality, of WORKER’s tools or equipment.
B) WORKER does not have a supervisor or any individual at UPTIP to whom they report.
C) UPTIP has no control over WORKER’s personal appearance.
D) WORKER does not receive regular performance evaluations by UPTIP. However WORKER may opt to see Ratings provided by Customers.
6) WORKER agrees to immediately notify UPTIP in writing to support@uptip.co if WORKER's services or scope of work differ in any way from what is contemplated in this Section.
IV) RELATIONSHIP OF PARTIES
1) The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent worker and not that of employer and employee. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
2) UPTIP shall not have the right to, and shall not, control the manner or the method of accomplishing Services to be performed by WORKER. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in UPTIP have been inserted solely for the safety of customers and other WORKERS using the UPTIP platform or to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof.
3) UPTIP shall report all payments made to WORKER on a calendar year basis using an appropriate IRS Form 1099, if the volume of payments to WORKER qualify. WORKER agrees to report all such payments and any cash gratuities to the appropriate federal, state and local taxing authorities.
V) PAYMENT OF TIPS
1) UPTIP’s Platform enables Customers to give a TIP to WORKER after Services are rendered. WORKER shall retain 92% of any gratuity paid by the Customer. UPTIP shall retain an 8% fee, of which a large portion is used to pay required credit card processing fees.
2) UPTIP will process payments made by Customers and transmit to WORKER. TIPS will be help in WORKER’S account as long as WORKER desires, or may be transferred via direct deposit to WORKER on a weekly basis.
3) From time to time, UPTIP may offer various promotions or referral programs to WORKERS and Customers. WORKER agrees that he or she will not manipulate or abuse the referral programs or UPIP promotions by, among other things: (a) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or, (b) creating multiple WORKER or Customer accounts. WORKER understands that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to deactivation of his or her account.
4) Payment Processing. Payment processing services for Workers on the UPTIP Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. By agreeing to these Terms, Worker agrees to be bound by the Stripe Connected Account Agreement and the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of UPTIP enabling payment processing services through Stripe, Worker agrees to provide UPTIP accurate and complete information about WORKER and authorizes UPTIP to share it and transaction information related to WORKER’S use of the payment processing services provided by Stripe. Stripe has been audited by a PCI-certified auditor and is certified to PCI Service Provider Level 1.
VI) PAYMENT DISPUTES
1) WORKER shall have the right to dispute TIPS and RATINGS through any legal means contemplated by this Agreement; however, WORKER shall notify UPTIP in writing at support@uptip.co of the challenge and provide UPTIP the opportunity to resolve the dispute. WORKER should include any documents or other information in support of his/her challenge.
2) In the event UPTIP fails to remit payment in a timely or accurate manner, WORKER shall have the right to seek proper payment by any legal means contemplated by this Agreement and, should WORKER prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment, provided, however, WORKER shall first inform UPTIP in writing at support@uptip.co of the failure and provide a reasonable opportunity to cure it.
VII) EQUIPMENT AND EXPENSES
1) WORKER represents that he/she has or can lawfully acquire all equipment ("Equipment") necessary for performing Service.
2) WORKER agrees that he/she is responsible for all costs and expenses arising from WORKER's performance of Services, including, but not limited to, costs related to WORKER's Personnel (defined below) and Equipment. Except as otherwise required by law, WORKER assumes all risk of damage or loss to its Equipment.
VIII) PERSONNEL
1) To the extent WORKER furnishes his/her own employees or subcontractors (collectively "Personnel"), WORKER shall be solely responsible for the direction and control of the Personnel it uses to perform all Services. WORKER assumes full and sole responsibility for the payment of all amounts due to his/her Personnel for Services performed in relation to this Agreement, including all wages, benefits and expenses, if any, and for all required state and federal income tax withholdings, unemployment insurance contributions, and social security taxes as to WORKER and all Personnel employed by WORKER in the performance of Services under this Agreement. UPTIP shall have no responsibility for any wages, benefits, expenses, or other payments due WORKER's Personnel, nor for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to WORKER or his/her Personnel. Neither WORKER nor his/her Personnel shall receive any wages, including vacation pay or holiday pay, from UPTIP, nor shall they participate in or receive any other benefits, if any, available to UPTIP's employees.
2) Unless mandated by law, UPTIP shall have no authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state or federal tax on behalf of WORKER or his/her Personnel.
3) WORKER and his/her Personnel shall not be required to wear a uniform or other clothing of any type bearing UPTIP's name or logo.
4) If WORKER uses the services of any Personnel to perform the Services, WORKER's Personnel must satisfy and comply with all of the terms of this Agreement, which WORKER must make enforceable by written agreement between WORKER and such Personnel. A copy of such written agreement may be provided to UPTIP at least 7 days in advance of such Personnel performing the Services and/or at Uptip’s request. The parties acknowledge that the sole purpose of this requirement is to ensure WORKER's compliance with the terms of this Agreement.
IX) INSURANCE
1) WORKER agrees, as a condition of doing business with UPTIP, that during the term of this Agreement, WORKER performing Service as an independent contractor, will maintain current insurance, in amounts and of types typically required by law or industry standard to provide such Services, at his/her own expense. If WORKER is providing Services as an employee, then employer must maintain insurance, in amounts and of types required by law to provide the Services. WORKER acknowledges that failure to secure or maintain satisfactory insurance coverage may be deemed a material breach of this Agreement and may result in the termination of the Agreement and the loss of WORKER's right to receive Tip Transactions.
X) INDEMNITY
1) UPTIP agrees to indemnify, protect and hold harmless WORKER from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from UPTIP's actions facilitating conveyance of TIPS and RATINGS to WORKER.
2) WORKER agrees to indemnify, protect and hold harmless UPTIP, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of WORKER and/or his/her Personnel arising from the performance of delivery services under this Agreement, including personal injury or death to any person (including to WORKER and/or his/her Personnel), as well as any liability arising from WORKER's failure to comply with the terms of this Agreement. WORKER's obligations hereunder shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by UPTIP or its parent, subsidiary and/or affiliated companies.
3) WORKER agrees to indemnify, protect and hold harmless UPTIP, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under federal, state and local laws, with respect to WORKER and WORKER's Personnel.
4) WORKER shall be responsible for, indemnify and hold harmless UPTIP, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of WORKER's business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
XI) MUTUAL ARBITRATION PROVISION
1) WORKER and UPTIP mutually agree to this Mutual Arbitration Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and shall apply to any and all disputes arising out of or relating to this Agreement, WORKER’s classification as an independent worker, WORKER’s provision of Services to customers, the payments received by WORKER for providing services to customers, the termination of this Agreement, and all other aspects of WORKER's relationship with UPTIP, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Federal Credit Reporting Act (or its state or local equivalents), Telephone Customer Protection Act (or its state or local equivalents), or Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to WORKER’s relationship or the termination of that relationship with UPTIP. The parties expressly agree that this Agreement shall be governed by the FAA even in the event WORKER and/or UPTIP are otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. If for any reason the FAA does not apply, the state law governing arbitration agreements in the state in which the WORKER operates shall apply.
2) If either WORKER or UPTIP wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought and (4) the amount in controversy. Any demand for arbitration by WORKER must be delivered to General Counsel, Uptip Inc., 268 Bush Street #4107, San Francisco, CA, 94104.
3) Arbitration Class Action Waiver. WORKER and UPTIP mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action, collective action and/or representative action—including but not limited to actions brought pursuant to the Private Attorney General Act (“PAGA”), California Labor Code section 2699 et seq., and any request seeking a public injunction—and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action, or to award relief to anyone but the individual in arbitration (“Arbitration Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the CPR Rules, as defined below, any claim that all or part of this Arbitration Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Arbitration Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Arbitration Class Action Waiver that is enforceable shall be enforced in arbitration. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable, and all disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. For sake of clarification only, nothing in this paragraph shall be construed to prohibit settlements on a class-wide, collective, and/or representative basis.
4) WORKER agrees and acknowledges that entering into this Mutual Arbitration Provision does not change WORKER’s status as an independent worker in fact and in law, that WORKER is not an employee of UPTIP or its customers and that any disputes in this regard shall be subject to arbitration as provided in this agreement.
5) Any arbitration shall be governed by the CPR Administered Arbitration Rules and, when applicable, the CPR Employment-Related Mass-Claims Protocol (together, the “CPR Rules”) of the International Institute for Conflict Prevention & Resolution, except as follows:
A) The arbitration shall be heard by one arbitrator (the “Arbitrator”) selected in accordance with the CPR Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute.
B) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within 45 miles of WORKER’s residence as of the effective date of this Agreement.
C) The CPR fee schedule will apply with the following exceptions. Unless applicable law provides otherwise, in the event that UPTIP and WORKER have agreed to this Mutual Arbitration Provision, UPTIP and WORKER shall equally share filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings, but WORKER’s share of such fees and costs will not exceed the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. UPTIP shall pay any costs uniquely associated with arbitration, such as payment of the fees of the Arbitrator, as well as room rental.
D) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
E) Except as provided in the Arbitration Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
F) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
G) The Arbitrator's decision or award shall be in writing with findings of fact and conclusions of law.
H) The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing.
I) Either WORKER or UPTIP may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.
6) Nothing in this Mutual Arbitration Provision prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Mutual Arbitration Provision. This Mutual Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. UPTIP will not retaliate against WORKER for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act. Disputes between the parties that may not be subject to predispute arbitration agreement, including as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Mutual Arbitration Provision.
7) The CPR Rules may be found at www.cpradr.org or by searching for “CPR Administered Arbitration Rules” and “CPR Employment-Related Mass-Claims Protocol” using a service such as www.google.com or www.bing.com or by asking UPTIP’s General Counsel to provide a copy.
8) WORKER’s Right to Opt Out of Mutual Arbitration Provision. Arbitration is not a mandatory condition of WORKER’s contractual relationship with UPTIP, and therefore WORKER may submit a statement notifying UPTIP that WORKER wishes to opt out and not be subject to this MUTUAL ARBITRATION PROVISION. In order to opt out, WORKER must notify UPTIP in writing of WORKER's intention to opt out by sending a letter, by First Class Mail, to General Counsel, Uptip Inc., 268 Bush Street #4107, San Francisco, CA, 94104. Any attempt to opt out by email will be ineffective. The letter must state WORKER's intention to opt out. In order to be effective, WORKER's opt out letter must be postmarked within 30 days of the effective date of this Agreement. The letter must be signed by WORKER himself/herself, and not by any agent or representative of WORKER. The letter may opt out, at most, only one WORKER, and letters that purport to opt out multiple WORKERS will not be effective as to any. No WORKER (or his or her agent or representative) may effectuate an opt out on behalf of other WORKERS. If WORKER opts out as provided in this paragraph, WORKER will not be subject to any adverse action from UPTIP as a consequence of that decision and he/she may pursue available legal remedies without regard to this Mutual Arbitration Provision. If WORKER does not opt out within 30 days of the effective date of this Agreement, WORKER and UPTIP shall be deemed to have agreed to this Mutual Arbitration Provision. WORKER has the right to consult with counsel of WORKER's choice concerning this Mutual Arbitration Provision (or any other provision of this Agreement).
9) This Mutual Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.
XII) LITIGATION CLASS ACTION WAIVER
1) To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section XI, WORKER agrees that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because WORKER opted out of the Mutual Arbitration Provision or any other reason, will be conducted solely on an individual basis, and WORKER agrees not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which WORKER acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). WORKER further agrees that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect.
XIII) TERMINATION OF AGREEMENT
1) WORKER may terminate this Agreement upon seven (7) days written notice. UPTIP may terminate this Agreement and deactivate WORKER’S account only for the reasons set forth in the UPTIP Deactivation Policy, or for a material breach of this Agreement. Notwithstanding any other provision in this Agreement, UPTIP reserves the right to modify the Deactivation Policy if, in UPTIP’s good faith and reasonable discretion, it is necessary to do so for the safe and/or effective operation of the UPTIP platform. UPTIP shall provide notice of any such changes to WORKER via e-mail. Changes to the Deactivation Policy shall be effective and binding on the parties upon WORKER’s continued use of the UPTIP platform following UPTIP’s e-mail notice of such modifications. Nothing will prevent WORKER from attempting to negotiate an exemption from any modification to the Deactivation Policy.
2) WORKER’s and UPTIP’s obligations and rights arising under the Mutual Arbitration Provision of this Agreement shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon UPTIP’S provision of notice to WORKER via e-mail.
XIV) ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER
1) This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed or amended in any respect, unless in writing and signed by both parties. Before accepting any modifications, alterations, changes or amendments, WORKER shall have the right to discuss any proposed changes with UPTIP and consider whether to continue his/her contractual relationship with UPTIP. This Agreement supersedes any prior contract between the parties. To the extent UPTIP’s customer facing Terms and Conditions Agreement (or updated customer facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. However, the decision to opt-out of the Mutual Arbitration Provision in this Agreement does not affect the enforceability of any arbitration agreement in the customer facing Terms and Conditions Agreement to which Worker may be bound (and vice versa). This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that UPTIP may assign its rights and obligations under this Agreement to an affiliate of UPTIP or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to UPTIP shall be deemed to include such successor(s).
2) The failure of UPTIP or WORKER in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.
XV) MISCELLANEOUS
1) CAPTIONS: Captions appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.
2) SEVERABILITY Clause: Except as specifically provided in Section XI, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
3) GOVERNING LAW: Except for the Mutual Arbitration Provision above, which is governed by the Federal Arbitration Act, the choice of law for interpretation of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims asserted pursuant to Section XI, shall be the rules of law of the state in which WORKER performs the majority of the services covered by this Agreement.
4) NOTICE AND OPPORTUNITY TO CURE: WORKER agrees to notify UPTIP in writing at support@uptip.co of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that WORKER’s services or scope of work differ in any way from what is contemplated in this Agreement, including but not limited to the terms in Sections II (Worker’s Operations) and III (Services), or if the relationship of the parties differs from the terms contemplated in Section IV (Relationship of Parties).
Contacting Uptip
To keep your Personal Data accurate, current, and complete, please contact us as specified below. We will take reasonable steps to update or correct Personal Data in our possession that you have previously submitted via the Platform. Please also feel free to contact us if you have any questions about Uptip's Terms or the information practices of the Platform.
All disputes arising out of or relating to these Terms of Service will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Wilmington, Delaware, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.
You may contact us as follows: support@uptip.co.