These Terms of Service govern our relationship with users and others who interact with TopTip, including the operation of our Founders Club. By using or accessing TopTip, you agree to these Terms, as updated from time to time in accordance with Section 8 below.
This is an agreement between you and Useful Interruptions Ltd. References to “us,” “we,” and “our” mean Useful Interruptions Ltd.
2 Sharing Your Content and Information
You own all of the original content and information you post on TopTip. In addition, for content that is covered by intellectual property rights (IP content), such as photographs and videos, you specifically give us the following permission: you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to share through TopTip any IP content that you post on or in connection with TopTip (IP License). This IP License ends if you choose to delete your IP content.
When you delete IP content, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).
We always appreciate your feedback or other suggestions about TopTip, but you understand that we may use your feedback or suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).
We do our best to keep TopTip safe and working efficiently, but we cannot guarantee it. In order to help us do this, you make the following commitments regarding your usage of TopTip:
You will not post unauthorized commercial communications (such as spam).
You will not collect users’ content or information, or otherwise access TopTip, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.
You will not engage in unlawful multi-level marketing, such as a pyramid scheme.
You will not upload viruses or other malicious code.
You will not solicit login information or access an account belonging to someone else.
You will not bully, intimidate, or harass any user.
You will not post content that is hate speech, threatening, pornographic, incites violence, or otherwise violates our Community Standards
You will not use TopTip to do anything unlawful, misleading, malicious, or discriminatory.
You will not do anything that could disable, overburden, or impair the proper working or appearance of TopTip, such as a denial of service attack or interference with page rendering or other TopTip functionality.
You will not facilitate or encourage any violations of these Terms of Service or our policies.
4 Registration and Account Security
TopTip users provide their real names and information, and we need your help to keep it that way. Here are some commitments you make to us relating to registering and maintaining the security of your TopTip account:
You will use your real name on registration with TopTip (either your first and last names as they appear on official documents or your first and last names by which you are generally known to your friends)
You will not provide any false personal information on TopTip, or create an account for anyone other than yourself.
You will not create more than one account for yourself.
If we disable your account, you will not create another one without our permission.
You will not sign up to TopTip or use it if you are under 16.
You will keep your contact information accurate and up-to-date.
You will not let anyone else access your account, or do anything else that might jeopardize the security of your account.
You will not transfer your account to anyone without first getting our written permission.
5 Protecting Other People’s Rights
We respect other people’s rights, and expect you to do the same.
You will not post content or take any action on TopTip that infringes or violates someone else’s rights or otherwise violates the law.
Before posting content from other parties on TopTip, you will ensure that you have the right to do so and that you are compliant with trademarks, copyright and other legal rights.
We can remove any content or information you post on TopTip if we believe that it violates these Terms of Service, our Community Standards or our other policies.
If we remove your content for any of the above reasons, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.
If you repeatedly infringe other people’s intellectual property rights, we will disable your account when appropriate.
You will not post anyone’s identification documents or sensitive financial information on TopTip.
If you act in a way that violates these Terms of Service, our Community Standards or other policies, we may remove offending content, restrict your ability to post on TopTip, disable your account for a period of time, or delete your account and ban you from TopTip.
6 Mobile and Other Devices
We currently provide our mobile and desktop services for free, but please be aware that your carrier’s normal rates and fees, such as data charges, will still apply.
You provide consent and all rights necessary to enable users to sync (including through an application) their devices with any information that is visible to them on TopTip.
If you download or use our app you agree that from time to time, the software may download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop the app.
You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license, or we give you express written permission.
7 Founders Club
The Founders Club Progamme (the Programme) is designed to reward TopTip users with shares in Useful Interruptions Ltd, the company that owns TopTip.
Membership of the Programme is by invitation from us according to criteria that we may set from time to time.
If you fulfil the criteria for membership, we will notify you of your membership by email to the email address with which you are registered on TopTip and/or by in-app notification. The date on which you are notified of your membership is the Commencement Date of your membership of the Programme.
As a member of the Programme, you are eligible to receive shares in Useful Interruptions Ltd. The number of shares for which you are eligible is determined by the number of posts you add to TopTip, the number of people who sign up to TopTip on your invitation, and other aspects of your activity on TopTip, according to the Share Distribution Scheme for the Programme. A summary of the Share Distribution Scheme may be obtained on request on email@example.com
We may vary the Share Distribution Scheme from time to time with the proviso that such variation will not reduce the number of shares for which any member of the Programme is already eligible at the time of the variation.
We may limit the number of members in the Programme and the number who are eligible for any component of the Share Distribution Scheme, and we may vary such limits from time to time, with the proviso that any such variation will not reduce the number of shares for which any member of the Programme is already eligible at the time of the variation.
We may close the Programme to new members either temporarily or permanently
On joining the Programme, you are allocated by us a personal referral link, the usage of which can be tracked by us. Another person signing up to TopTip is deemed to have signed up on your invitation if that person, when signing up, accessed the iOS App Store or the Google Play Store via this link.
Eligibility to accrue shares by participation in the Programme ceases six months from a member’s Commencement Date or on termination of the Programme, whichever is the sooner (Cessation Date).
The number of shares you receive as a member of the Programme is the number for which you are eligible according to the Share Distribution Scheme on your Cessation Date, provided you have posted on TopTip at least once each week during the period from your Commencement Date until your Cessation Date. You will receive these shares within 30 days of your Cessation Date. In order to enable us to grant you the shares, you are required to provide to us such identifying details as are required by the relevant authorities when distributing shares.
If you are a member of the Programme and you have not added a post on TopTip at least once in each week between your Commencement Date and your Cessation Date, you are not eligible to receive any shares for which you would otherwise have been eligible according to the Share Distribution Scheme, however, in such a case, we may at our discretion after your Cessation Date grant you some or all of the shares to which you would have been eligible had you posted on TopTip at least once in each week during this period.
We may remove you from the Programme before your Cessation Date if you fail to post on TopTip at least once in each week from your Commencement Date, and you will not be eligible to receive any shares for which you were eligible prior to your removal. At our discretion we may reinvite you to the Programme and we may grant you eligibility for none, some or all of the shares to which you would have been eligible had you not been removed from the Programme. At our discretion your Commencement Date may be your original Commencement Date (when you were first invited to the Programme) or the date of your reinvitation.
We may remove you from the Programme if we have reason to believe that you have: created more than one account for yourself on TopTip or encouraged or arranged with others for them to create more than one account each on TopTip, for the purpose of signing up to TopTip or using TopTip; added posts that are not genuine personal recommendations, questions or polls; or otherwise violated our Terms of Service, Community Standards or other policies. In this case, you are not eligible to receive any shares for which you were eligible prior to your removal. If discovery of such actions takes place after termination of the Programme, you will not be eligible to receive shares for which you were eligible on termination of the Programme.
We may terminate the Programme at our discretion. If we terminate the Programme within six months of the Commencement Date of the first member of the Programme, eligibility for members to receive shares will lapse and shares for which members were eligible on termination of the Programme will not be granted.
Shares granted to members of the Programme are dividend-bearing, non-voting shares in Useful Interruptions Ltd. The total number of shares designated for members of the Programme is equal to the total number of shares held by shareholders in Useful Interrruptions Ltd on the Commencement Date of the first member of the Programme. The Share Distribution Scheme will at all times be structured so as to allocate all of the shares designated for the Programme to members of the Programme. However, should the total number of members of the Programme and/or the number of allocated shares per member fall below the numbers specified in the Share Distribution Scheme at the time of the termination of the Programme, we reserve the right to reduce the total number of shares allocated to members of the Programme accordingly, with the proviso that the percentage of shares in Useful Interruptions Ltd granted to any individual member of the Programme will be the same as if the full allocation of shares designated for members of the programme had been granted to members of the Programme.
We make no promise or guarantee that shares obtained through the Programme will have any monetary value, that there will be market liquidity at any given time to enable such shares to be sold or traded, or that the market value of Useful Interruptions Ltd will be any given amount at any given time.
We make our best endeavours to ensure that data displayed on the TopTip app relating to each member’s activity in the Programme, including number of posts, number of invitees and number of shares for which the member is eligible, is accurate, however, we cannot guarantee that this will be the case at all times. The data held in our database relating to the activity of members of the Programme and the number of shares reserved for them is determinative of the number of shares for which each member is eligible.
For the purpose of the Programme and the terms outlined in this clause 7: a “post” is a question, recommendation or poll added to the TopTip app and viewable by other TopTip users, but not a note made by a member and saved in a collection on the TopTip app; a “week” runs from 00.00 am Monday to 23.59 pm Sunday GMT.
If we make changes to policies, standards or other terms referenced in or incorporated in these Terms of Service we will publicise them on our website www.toptip.io
Your continued use of the TopTip Services, following publication of changes to these Terms of Service, policies, standards or other terms referenced in or incorporated in these Terms of Service, constitutes your acceptance of our amended terms, policies or standards.
If you violate the letter or spirit of these Terms of Service, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of TopTip to you. If we do this, we will notify you by email to your registered email address. You may also disable your application or ask us to delete your account or at any time. In all such cases, this agreement shall terminate, but the following provisions will still apply: 1,2,3,4,5,6,7,10,11,12,13
You will resolve any claim, cause of action or dispute you have with us exclusively in the courts of the United Kingdom and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims. The laws of England and Wales will govern this agreement, as well as any claim that might arise between you and us, without regard to conflict of law provisions.
If anyone brings a claim against us related to your actions, content or information on TopTip, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. Although we provide rules for user conduct, we do not control or direct users’ actions on TopTip and are not responsible for the content or information users transmit or share on TopTip or the consequences thereof. We are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information you may encounter on TopTip. We are not responsible for the conduct, whether online or offline, of any user of TopTip or the consequences thereof. We try to keep TopTip operational, bug-free, and safe, but you use it at your own risk. We are providing TopTip as is without any express or implied warranties including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that TopTip will always be safe, secure or error-free or that TopTip will always function without disruptions, delays or imperfections. TopTip is not responsible for the actions, content, information, or data of other users of TopTip or other third parties, and you release us, our directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such parties. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, TopTip’s liability will be limited to the fullest extent permitted by applicable law.
11 Special Provisions Applicable to Users Outside the United Kingdom
We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users and non-users who interact with TopTip outside the United Kingdom: You consent to having your personal data transferred to and processed in the United Kingdom or in such other territory as TopTip shall deem fit
If you are located in a country embargoed by the United Kingdom you will not engage in commercial activities on TopTip (such as advertising or payments) or operate a Platform application or website. You will not use TopTip if you are prohibited from receiving products, services, or software originating from the United Kingdom.
By “TopTip” or” TopTip Services” we mean the features and services we make available, including through (a) our mobile app; (b) our website at www.toptip.io and any other TopTip branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); (c) our Platform; (d) social plugins; and (e) other media, brands, products, services, software, devices, or networks now existing or later developed. TopTip reserves the right to designate, in its sole discretion, that certain of our brands, products, or services are governed by separate terms and not these Terms of Service
By “Platform” we mean a set of APIs and services (such as content) that enable others, including application developers and website operators, to retrieve data from TopTip or provide data to us.
By “information” we mean facts and other information about you, including actions taken by users and non-users who interact with TopTip.
By “content” we mean anything you or other users post, provide or share using TopTip Services.
By “data” or “user data” or “user’s data” we mean any data, including a user’s content or information that you or third parties can retrieve from TopTip or provide to TopTip through a Platform.
By “post” we mean a communication on TopTip or otherwise made available by using TopTip.
By “use” we mean use, run, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
This Statement makes up the entire agreement between the parties regarding TopTip, and supersedes any prior agreements.
If any portion of this Statement is found to be unenforceable, the remaining portion will remain in full force and effect.
If we fail to enforce any provision of these Terms of Service, it will not be considered a waiver.
Any amendment to or waiver of these Terms of Service must be made in writing and signed by us.
You will not transfer any of your rights or obligations under these Terms of Service to anyone else without our express written consent.
All of our rights and obligations under these Terms of Service are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
Nothing in these Terms of Service shall prevent us from complying with the law.
These Terms of Service do not confer any third party beneficiary rights.
We reserve all rights not expressly granted to you.
You will comply with all applicable laws when using or accessing TopTip.