This terms-of-service agreement is entered into between you and Tropical Sun Ltd., a limited liability company formed under the laws of Cyprus, or Tropical Sun Corp., a Delaware corporation (collectively, “Company”). This agreement states the terms on which the Company will provide you, and you may use, the Clip Cash Card service located at www.clipcash.com ("Service"), including the digital Clip Cash Card provided to you (“Card”), and forms part of a legally binding agreement between you and the Company. For users in the European Economic Area (EEA) or the United Kingdom (UK), Tropical Sun Ltd. operates the Service. For users outside the EEA/UK, Tropical Sun Corp. operates the Service.
Please read this agreement carefully before you start to use the Service and the Card. Please pay special attention to the following sections: (1) disclaimer of warranties (section 16); (2) limitation of liability (section 17); (3) place for resolving disputes (section 20.2); (4) mandatory ADR/arbitration (section 21.1); (5) class action waiver (section 21.5); and (6) limitation on time to file disputes (section 21.6).
By getting or activating a Card or by clicking to accept or agree to this agreement when this option is made available to you, you accept and agree to be bound and abide by this agreement. If you do not want to agree to this agreement, do not accept the agreement, and you will not be entitled to use the Service or the Card.
5.1 Ownership. The Service and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of it) are owned by the Company, the Company’s licensors, or other providers of that material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
5.2 License Grant. This agreement permits you to use the Service for your personal, noncommercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Service, except as follows:
(a) Your computer may temporarily store copies of those materials in RAM incidental to your accessing and viewing those materials.
(b) You may store files that are automatically cached by your Web browser for display enhancement purposes.
(c) You may print or download one copy of a reasonable number of pages of the Service’s website for your own personal, noncommercial use and not for further reproduction, publication, or distribution.
(a) You must not:
(i) Modify copies of any materials from this Service.
(ii) Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
(iii) Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Service.
(b) You must not access or use for any commercial purposes any part of the Service or materials available through the Service.
(c) If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Service in breach of this agreement, your right to use the Service will stop immediately and you must, at the Company’s option, return or destroy any copies of the materials you have made. No interest in or to the Service or any content on the Service is transferred to you, and the Company reserves all rights not expressly granted. Any use of the Service not expressly permitted by this agreement is a breach of this agreement and may violate copyright, trademark, and other laws.
5.4 Trademarks. The Company’s name, the term CLIP CASH, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use those marks without the Company’s prior written permission. All other names, logos, product and service names, designs, and slogans on this Service are the trademarks of their respective owners.
(a) In any way that violates any applicable federal, state, local, or international law or regulation (including any laws regarding the export of data or software to and from the US or other countries).
(b) For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
(c) To send, knowingly receive, upload, download, use or re-use any material that does not comply with this agreement or applicable law.
(d) To transmit, or procure the sending of, any advertising or promotional material without the Company’s prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
(e) To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including by using email addresses or screen names associated with any of the foregoing).
(f) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by the Company, may harm the Company or users of the Service or expose them to liability.
(g) To engage in, participate in assist, support, promote, solicit, or facilitate any act of prostitution of another person or sex trafficking of another person, including using the Service to share personal contact details or arrange face-to-face meetings for that purpose.
(a) Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
(b) Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
(c) Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without the Company’s prior written consent.
(d) Use any device, software, or routine that interferes with the proper working of the Service.
(e) Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
(f) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
(g) Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
(h) Otherwise attempt to interfere with the proper working of the Service.
16.1 You acknowledge that the Company cannot and does not state that files available for downloading from the Internet or the Service will be free from loss, corruption, attack, viruses or other destructive code, interference, hacking, or other security intrusions. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for keeping a means external to the Service for any reconstruction of any lost data. The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Service or any items obtained through the Service or to your downloading of any material posted on the Service, or on any website linked to it.
16.2 Your use of the Service (including the Card), its content, and any items obtained through the Service is at your own risk. The Company provides the Service (including the Card), its content, and any items obtained through the Service “as is,” “with all faults,” and “as available,” without making any warranty, either express or implied. The Company is not making any warranty (1) that the Service (including the Card), its content, or any items obtained through the Service will be accurate, reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that the Service (including the Card) or the server that makes it available are free of viruses or other harmful components; or (4) that the Service (including the Card) or any items obtained through the Service will otherwise meet your needs or expectations.
16.3 The Company is not making any warranty, whether express, implied, statutory, or otherwise, including warranty of merchantability, title, noninfringement, privacy, security, and fitness for a particular purpose. No advice or information, whether oral or written, obtained from the Company, the Service, or elsewhere will create any warranty not expressly stated in this agreement.
16.4 The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party..
You waive all rights under section 1542 and any other federal or state statutes or laws of similar effect.
20.1 If you reside inside the EEA/UK, Cyprus law (including its statutes of limitations) governs all matters arising out of or relating to the Service or this agreement without giving effect to any conflicts of law principles. If you reside outside the EEA/UK, Delaware law (including its statutes of limitations) governs all matters arising out of or relating to the Service or this agreement without giving effect to any conflicts of law principles. The predominant purpose of this agreement is providing services and licensing access to intellectual property and not a “sale of goods.” This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
20.2 If you reside inside the EEA/UK, all disputes arising out of or relating to the Service or this agreement that are not subject to alternative dispute resolution will be subject to the exclusive jurisdiction and venue of the courts of competent jurisdiction located in Cyprus, and each party hereby submits to the personal jurisdiction of those courts to resolve those disputes. Each party hereby waives any right to seek another forum or venue because of improper or inconvenient forum. If you reside outside the EEA/UK, all disputes arising out of or relating to the Service or this agreement that are not subject to arbitration will be subject to the exclusive jurisdiction and venue of the United States District Court for the District of Delaware or any state court of competent jurisdiction in New Castle County, Delaware, and each party hereby submits to the personal jurisdiction of those courts to resolve those disputes. Each party waives any right to seek another forum or venue because of an improper or inconvenient forum.
(a) EEA/UK Users—ADR. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how the Company has handled any complaint, you may want to contact the alternative dispute resolution provider that the Company uses. If you are located inside the EEA/UK, you can submit a complaint to the Cyprus Consumer Center for Alternative Dispute Resolution via its website at http://www.adrcyprus.com/, the Cyprus Technical Chamber (ETEK) Alternative Dispute Resolution Centre (ETEK ADR Centre) via its website at http://www.etek.org.cy/, or the Interdisciplinary Centre for Law, Alternative and Innovative Methods (ICLAIM) via its website at http://www.iclaimcentre.org/. Each of these providers charges a fee for making a complaint and if you are not satisfied with the outcome, you can still bring legal proceedings under section 20.2. In addition, please note that disputes also may be submitted for online resolution to the European Commission Online Dispute Resolution platform (ec.europa.eu/consumers/odr).
(b) Non-EEA/UK Users—Arbitration. If you are located outside the EEA/UK, all claims and disputes arising out of or relating to the Service or this agreement are to be settled by binding arbitration with Arbitration Resolution Services, Inc. (ARS) (or a similar online dispute resolution provider if ARS is unavailable). The parties will abide by all rules of ARS, as found on its website at www.arbresolutions.com. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator must not award punitive or exemplary damages or damages otherwise limited or excluded in this agreement. The arbitrator’s award will include costs of arbitration, reasonable legal fees, and reasonable costs for experts and other witnesses. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the parties’ prior written consent.
21.2 Injunctive Relief. The parties acknowledge that breach by either party of the obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. Nothing in this section 21 will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service, in each case without posting a bond or other security and without proof of actual money damages in connection with the claim.
21.3 Recovery of Expenses. In any proceedings between the parties arising out of this agreement or relating to the subject matter of this agreement, the Prevailing Party will be entitled to recover from the other party, besides any other relief awarded, all expenses that the Prevailing Party incurs in those proceedings, including legal fees and expenses. For purposes of this section 21.3, “Prevailing Party” means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the Prevailing Party. If any proceedings are voluntarily dismissed or are dismissed as part of the settlement of that dispute, neither party will be the Prevailing Party in those proceedings.
21.4 Jury Trial Waiver. Each party hereby waives its right to a trial by jury in any proceedings arising out of, or relating to the subject matter of, this agreement. Either party may enforce this waiver up to and including the first day of trial.
21.5 Class Action Waiver. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless the Company agrees otherwise, the arbitrator will not consolidate more than one person’s claims. Both parties acknowledge that each party is waiving the right to participate in a class action.
21.6 Limitation on Time to Bring Claims. A party will not bring a claim arising out of or relating to the Service or this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.
22.1 Entire Agreement. This agreement constitutes the entire agreement between you and the Company about your access to and use of the Service and the Card. It supersedes all earlier or contemporaneous agreements between you and the Company about access to and use of the Service and the Card. Additional terms may also apply to specific portions, services, or features of the Service. All those additional terms are incorporated by this reference into this agreement.
22.2 Assignment and Delegation. The Company may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your performance under this agreement without the Company’s advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this section 22.2 is void.
22.3 Waiver. If the Company fails to exercise or enforce any right or provision of this agreement, it will not constitute a waiver of that right or provision. Any waiver of any provision of this agreement will be effective only if in writing and signed by the relevant party.
22.4 Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
(a) Sending Notice to the Company. You may send notice to the Company by email at firstname.lastname@example.org unless a specific email address is set out for giving notice. The Company will consider an email notice received by the Company only when its server sends a return message to you acknowledging receipt. The Company may change its contact information on one or more occasions by posting the change on www.clipcash.com. Please check www.clipcash.com for the most current information for sending notice to the Company.
(b) Sending Notice to You—Electronic Notice. You consent to receiving any notice from the Company in electronic form either (1) by email to the last known email address the Company has for you or (2) by posting the notice on a place on the Service chosen for this purpose. The Company will consider notices sent to you by email received when its email service shows transmission to your email address. You state that any email address you gave the Company for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive.
22.6 Force Majeure. The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including (a) acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters; (b) war, riot, arson, embargoes, acts of civil or military authority, or terrorism; (c) fiber cuts; (d) strikes or shortages in transportation, facilities, fuel, energy, labor, or materials; (e) failure of the telecommunications or information services infrastructure; and (f) hacking, SPAM, or any failure of a computer, server, network, or software.
22.7 No Third-Party Beneficiaries. Except for indemnified parties, who are third-party beneficiaries of section 19 with the right to enforce section 19, this agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
22.8 Relationship of the Parties. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.
22.9 Successors and Assigns. This agreement inures to the benefit of, and are binding on, the parties and their respective successors and assigns. This section 22.9 does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 22.2 addresses these matters.
22.10 Electronic Communications Not Private. The Company does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to the Company or from the Company as open communications readily accessible to the public. You should not use the Service to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Service may read all messages you send to the Service regardless of whether they are intended recipients.
22.11 Electronic Signatures. Any affirmation, assent, or agreement you send through the Service will bind you. You acknowledge that when you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your mouse, keystroke, or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
22.12 Consumer Rights Information—California Residents Only. This section 22.12 applies only to California residents. In compliance with section 1789 of the California Civil Code, please note the following:
Tropical Sun Corp.
253 Main Street #222
Matawan, New Jersey 07747
Toll: (727) 498-8515
Toll Free: (877) 312-8559
Users who wish to gain access to the password-restricted area of the Service must register. The Company does not charge consumers for registering, but users must deposit funds to use their Card. You may contact the Company at email@example.com to resolve any billing disputes or receive further information about the Service.
22.13 Complaints—California Residents Only. You may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at 1020 North Street, #501, Sacramento, California 95814, or by telephone at +1 (916) 445-1254.
22.14 Unsolicited Idea Submission Policy. The Company and its employees do not accept or consider unsolicited ideas, suggestions, proposals, comments, or materials, including new or improved products, services or technologies, product or service enhancements, processes, advertising campaigns, promotions, marketing plans, or new product or service names (collectively, “Submissions”). Please do not send any Submissions in any form to the Company or any of its employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when the Company’s products, services, marketing, or other projects might seem similar to any Submissions made to the Company. If, despite the Company’s policy, you still submit your ideas to the Company, the following terms will apply to your Submissions, regardless of what your communication states. You agree that: (1) the Company will consider the Submissions to be nonconfidential and nonproprietary; (2) the Company may use, copy, redistribute, and disclose the Submissions for any purpose in any manner, without compensation to you or any other person or party; and (3) the Company will have no obligations concerning the Submissions, including no obligation to review the Submissions, return any materials, or acknowledge receipt of the Submissions. If you do not agree to these terms, please do not send the Company any Submissions.
22.15 Feedback. While the Company cannot accept unsolicited ideas, the Company always welcomes feedback on its existing business. If you want to send the Company your feedback, please only provide specific feedback on its existing business and do not include ideas that the policy stated in section 22.14 prohibits. Any feedback you provide is deemed nonconfidential and nonproprietary. The Company will be free to use that information on an unrestricted basis without any compensation to you or any other person or party.
22.16 Your Comments and Concerns. This Service is operated in the US by Tropical Sun Corp., 253 Main Street #222, Matawan, New Jersey 07747, and in the EEA/UK by Tropical Sun Ltd., Gladstonos & Evangelistrias, 1, Agathangelou Business Center, 3032, Limassol, Cyprus. All feedback, comments, requests for technical support, and other communications relating to the Service should be directed to: firstname.lastname@example.org, +1-877-312-8559 (USA only), +1-727-498-8515 (Outside USA).