TipShifts Terms of Service

Version 1.0 — Effective Date: July 30, 2026

Provider: TipShifts, a Florida-based sole proprietorship doing business as "TipShifts" ("TipShifts," "we," "us," or "our"). A successor limited liability company may assume this agreement upon its formation (see Section 18.2).

Contact: hello@tipshifts.com

Plain-English Summary (Not Part of the Contract)

This summary is provided for convenience only. It is not legally binding and does not replace or modify the Terms below. If the summary and the Terms conflict, the Terms control.

What TipShifts is: a calculation tool for restaurants. It imports your Toast POS data, applies the tip-out rules you configure (including any default settings you review and adopt), and produces reports in a payroll-ready format.

What TipShifts is not: a payroll company, a payment processor, or a source of legal advice. We never move money, never touch card numbers, and never decide how your tip pool works — you do.

You are responsible for your rules and your numbers. You configure the tip-out rules, you confirm your imported data is right, and you review and click "validate" on every payroll before you pay anyone. That click means you approved the figures.

Your tip policies must be legal. Whether your tip pool complies with federal and state wage law is entirely your responsibility. Automated alerts in the Service are convenience flags, not compliance checks.

How this contract forms: you accept these Terms by an affirmative act — checking a box where the Terms are presented, or signing an order form. Just browsing the site does not create a contract.

Billing: $89/month or $899/year per Location, 30-day free trial (card required), auto-renews, cancel anytime through the billing portal (effective at the end of the current period). Billing is handled by Stripe — we never see your card. Refunds are governed by our Refund & Cancellation Policy and the limited cases listed in these Terms.

Your data is yours. We process it only to run the Service for you. After cancellation you may request an export for 60 days, after which your data is scheduled for deletion.

If our calculations are wrong, your remedy is that we correct the error, re-generate the affected reports, and refund or credit the fees for the affected period. Our overall liability is limited to the greater of what you paid us in the prior 12 months or $2,500, and we are not liable for indirect damages such as wage claims or lost profits.

This is a business-to-business agreement governed by Florida law. It includes a waiver of jury trial (Section 16.3).

Your staff's self-service logins are governed by the short Staff Terms of Use in Appendix A.

1. Acceptance of These Terms; Formation

1.1 How This Agreement Forms. These Terms of Service (these "Terms") are a binding agreement between TipShifts and the business entity that subscribes to or uses the Service (the "Customer," "you," or "your"). This agreement is formed only by an affirmative act of acceptance: (a) an authorized representative of Customer clicking a button or checking a box indicating acceptance where these Terms are conspicuously presented (including in the checkout flow or an in-Service acceptance screen), or (b) Customer's execution of an Order Form referencing these Terms. Mere browsing or passive use does not, by itself, form this agreement; TipShifts requires affirmative acceptance before granting Service access.

1.2 Authority. The individual accepting these Terms represents and warrants that he or she (a) has full legal authority to bind the Customer to these Terms, and (b) is at least 18 years of age. TipShifts may request and record the accepting individual's name and title. If you do not have such authority, or if you do not agree to these Terms, do not accept them and do not use the Service. If an individual accepts these Terms without authority to bind the Customer, that individual agrees that he or she is personally bound by these Terms with respect to any use of the Service.

1.3 Business Use Only. The Service is offered solely for business use by restaurants and other hospitality businesses. Customer represents that it is entering into these Terms in the course of its business and not as a consumer. The Service is not offered to, and may not be used by, individuals for personal, family, or household purposes. Consumer-protection laws applicable only to consumer transactions do not apply to these Terms to the extent permitted by law.

1.4 Records of Acceptance. TipShifts will create and retain records of each acceptance of these Terms and of the Staff Terms, including the accepting account and individual (name and title where collected), the date and time (UTC), the IP address where available (for acceptances collected on Stripe-hosted checkout pages, Stripe's own records of the consent supplement ours), the surface on which acceptance occurred, and the version of the document accepted, and will retain a dated archive of each published version of these Terms. The parties agree that such records are admissible evidence of assent and of the version accepted. This Section survives termination.

1.5 Order Forms; Hand-Onboarded Customers. For Customers onboarded directly by TipShifts (or wherever TipShifts elects), acceptance may be documented by a one-page order form signed by an owner or officer of Customer, identifying the Customer, the Location(s), the plan, and the version of these Terms accepted (an "Order Form"). An Order Form may confirm that Customer's use of the Service before its execution was provided under, and is governed by, these Terms.

2. Definitions

"Authorized User" means an individual authorized by Customer to access the Service under Customer's account, including Customer's owners, managers, administrators, and Staff Users. All Authorized Users act under Customer's account and on Customer's behalf; they are not parties to these Terms and acquire no rights under them (Staff Users separately accept the Staff Terms).
"Customer Data" means all data submitted to, imported into, or generated within the Service by or on behalf of Customer, including POS data (clock punches, hours, sales figures, tips, gratuities, and earnings), employee names, work email addresses, POS employee identifiers, tip-out rule configurations, and reports generated from the foregoing. Customer Data does not include the Service's software, templates, or aggregate or de-identified operational data that does not identify Customer or any individual.
"Default Settings" means the Service's built-in default settings and standard processing behaviors described in Section 3.3.
"Informational Alerts" means the automated alerts, warnings, flags, and indicators described in Section 3.7.
"Location" means a single physical restaurant location of Customer enrolled in a subscription to the Service.
"Order Form" has the meaning given in Section 1.5.
"POS Provider" means the third-party point-of-sale provider from which Customer's data is imported into the Service, including, as of the Effective Date, Toast, Inc.'s Toast platform ("Toast").
"Refund Policy" means the TipShifts Refund & Cancellation Policy at https://tipshifts.com/refunds, incorporated into these Terms.
"Service" means the TipShifts web application available at tipshifts.com, including its data-import, tip-out calculation, reporting, and related features, and any documentation we make available.
"Service Error" means a failure of the Service to compute, apply, or format its outputs (including reports and export files) in accordance with Customer's then-active rule configuration — including Default Settings adopted under Section 3.3 — and the Customer Data as imported.
"Staff Terms" means the Staff Terms of Use in Appendix A, accepted by each Staff User at account activation.
"Staff User" means an Authorized User who is an employee of Customer granted limited self-service access (for example, to view his or her own tip-out statements) under Customer's account.
"Validation" means the deliberate, explicit act by which a Customer administrator reviews and approves a pay period's tip-out figures within the Service, producing a versioned, immutable record of the approved figures.

3. The Service; TipShifts' Limited Role

3.1 What the Service Does. The Service imports Customer's data from Customer's POS Provider (via file upload or, at Customer's direction, via the POS Provider's API using Customer's own credentials), applies tip-out and tip-sharing rules configured by Customer — or adopted by Customer as provided in Section 3.3 — (including percentages, calculation bases, roles, and time cutoffs), and produces reports that Customer may use in preparing its own payroll. Every computed figure in the Service is traceable to the rule configuration and input data that produced it.

3.2 Calculation Tool Only — Customer's Rules. THE SERVICE IS A CALCULATION AND REPORTING TOOL. TipShifts does not design, recommend, approve, or certify Customer's tip-pooling or tip-sharing policies, and does not provide individualized advice regarding them. The tip-out rules applied by the Service are selected, entered, and configured by Customer, or consist of Default Settings that Customer reviews and adopts under Section 3.3, and the Service applies that configuration to the data Customer supplies. As between the parties, Customer is solely responsible for:

(a) the lawfulness of its tip-pooling, tip-sharing, and tip-credit policies and practices under all applicable federal, state, and local laws, including without limitation the Fair Labor Standards Act, 29 U.S.C. § 203(m), and its restrictions on tip-pool participation by employers, managers, and supervisors, and any state or local wage-and-hour laws;

(b) the accuracy, completeness, and timeliness of all data imported into the Service from its POS Provider or otherwise, including the correctness of employee records, clock punches, sales figures, tips, and gratuities;

(c) the correctness of its rule configuration within the Service, including its review and adoption of Default Settings under Section 3.3; and

(d) reviewing and Validating every pay period's figures before relying on them, as described in Section 3.4.

3.3 Default Settings and Standard Processing Behaviors. The Service includes default settings and standard processing behaviors — for example, default shift-time cutoffs, cutoff grace windows, shift-assignment conventions for named pool buckets, majority-shift treatment of brief shift-straddling intervals, and automatic exclusion of placeholder or uncategorized records — which are described in the Service's documentation and administrative screens and which Customer can review and, where configurable, adjust. By using the Service and by Validating a pay period, Customer reviews and adopts the then-active settings — default or adjusted — as part of its own rule configuration.

3.4 Validation Is Customer's Approval. The Service requires an explicit Validation step before a pay period's figures are treated as final. Customer's Validation of a pay period constitutes Customer's independent review and approval of the figures for that period, including the settings then in effect. Customer agrees that it will not pay employees based on the Service's output without first performing Validation, and that it — not TipShifts — is responsible for all payments made to its employees, including any payment made without or contrary to Validation.

3.5 No Money Movement; No Payroll Processing. TipShifts does not hold, transmit, or disburse funds; does not pay Customer's employees; does not calculate, withhold, or remit wages or taxes; and is not a payroll processor, money transmitter, or employer or joint employer of any of Customer's employees. Customer pays its employees exclusively through its own payroll systems and providers.

3.6 Not Professional Advice. The Service, its outputs, and any communications from TipShifts (including documentation and support) do not constitute legal, tax, accounting, payroll, or compliance advice. Customer should consult its own qualified advisors regarding its wage-and-hour obligations.

3.7 Informational Alerts; Performance Indicators. The Service may display automated informational alerts and indicators — for example, data-anomaly warnings, flags that imported records appear uncategorized, stale, or unexpected, notices that a configuration may implicate wage-and-hour rules, and informational performance indicators concerning shift activity. Alerts and indicators are generated by mechanical heuristics from Customer's data and configuration. They are provided AS IS as a convenience; they may be incomplete or wrong, and they will not catch every issue. THE PRESENCE, ABSENCE, OR CONTENT OF ANY ALERT OR INDICATOR IS NOT A REPRESENTATION THAT CUSTOMER'S CONFIGURATION OR PRACTICES ARE OR ARE NOT LAWFUL, AND TIPSHIFTS ASSUMES NO DUTY TO DETECT, FLAG, OR WARN OF ANY CONDITION. Alerts are not a substitute for review by Customer's own advisors, and Customer may not rely on the absence of an alert. Performance indicators are informational heuristics only, are not employment evaluations, and must not be used as the sole basis for any employment decision.

3.8 Onboarding. TipShifts may assist Customer with initial setup and configuration as a courtesy. Any such assistance is provided on the same "AS IS" basis as the Service, and does not shift responsibility for rule configuration, data accuracy, or Validation from Customer to TipShifts.

3.9 Beta Features. TipShifts may make available features identified as beta, preview, pilot, or similar ("Beta Features"). Beta Features are provided AS IS, may be modified or withdrawn at any time, are excluded from the remedy in Section 12.4, and should not be relied upon for production payroll without Customer's own verification.

4. Accounts and Authorized Users

4.1 Account Responsibility. Customer is responsible for all activity under its account and by its Authorized Users, whether or not authorized by Customer, except to the extent caused by TipShifts' breach of these Terms. Customer will ensure that each Authorized User complies with these Terms.

4.2 Credentials. Customer and its Authorized Users must keep account credentials confidential and must promptly notify TipShifts at hello@tipshifts.com of any suspected unauthorized access.

4.3 Staff Users. Staff Users access the Service solely under and subject to Customer's account, at Customer's direction, and only with respect to Customer's Locations. Each Staff User must accept the Staff Terms (Appendix A) at account activation; the Staff Terms govern the Staff User's own access and are a separate agreement between TipShifts and that individual. Customer is responsible for provisioning, deprovisioning, and supervising Staff User access, including promptly deactivating Staff Users whose employment ends. Nothing in these Terms creates any obligation of TipShifts to any Staff User or other employee of Customer, and no Staff User or employee of Customer is a third-party beneficiary of these Terms.

4.4 Acceptable Use. Customer will not, and will not permit anyone to: (a) use the Service in violation of law; (b) upload data Customer lacks the right to provide; (c) attempt to gain unauthorized access to the Service, other customers' data, or related systems; (d) probe, scan, or test the vulnerability of the Service without TipShifts' prior written consent; (e) reverse engineer, decompile, or copy the Service except as permitted by law notwithstanding this limitation; (f) resell, sublicense, or provide the Service to third parties on a service-bureau basis; (g) use the Service to develop a competing product; or (h) interfere with or disrupt the integrity or performance of the Service.

5. POS Provider (Toast) Access

5.1 Customer's Credentials; Customer's Authorization. Where Customer elects API-based import, Customer supplies its own POS Provider credentials and thereby instructs and authorizes TipShifts to access Customer's POS Provider account on Customer's behalf solely to retrieve Customer Data for use in the Service. TipShifts stores such credentials encrypted and write-only (they are never displayed back through the Service). Customer represents that its provision of credentials and this access are permitted under its agreement with its POS Provider.

5.2 Customer's POS Relationship. Customer is solely responsible for its relationship with its POS Provider, including compliance with the POS Provider's terms of service and the accuracy and availability of data in the POS Provider's systems. TipShifts is not responsible for acts, omissions, outages, data errors, or settlement/timing behavior of the POS Provider, or for changes to the POS Provider's APIs or export formats that affect the Service, although TipShifts will use commercially reasonable efforts to adapt to such changes.

6. Subscriptions, Fees, and Billing

6.1 Subscription; Pricing. The Service is sold as a subscription per Location, at $89 per month or $899 per year per Location, as selected at checkout. Pricing is stated in U.S. dollars.

6.2 Free Trial. New Locations receive a 30-day free trial. A valid payment method is required to start the trial. Unless Customer cancels before the trial ends, the subscription begins automatically at the end of the trial and the payment method on file is charged.

6.3 Payment via Stripe. All payments are processed by Stripe, Inc. through Stripe-hosted checkout and billing-portal pages. TipShifts never collects, stores, or processes payment card data. Customer's provision of payment information to Stripe is subject to Stripe's terms and privacy policy.

6.4 Auto-Renewal. Subscriptions renew automatically at the end of each billing period (monthly or annual, as applicable) until canceled.

6.5 Cancellation; Refunds. Customer may cancel any Location's subscription at any time through the Stripe customer portal (or by written notice to hello@tipshifts.com). Cancellation takes effect at the end of the then-current billing period; the Service remains available through that date. Except as expressly provided in Sections 10.3, 11.4, and 17.2, in the Refund Policy, or as required by law, fees are non-refundable and no credits are given for partial periods or unused Locations.

6.6 Price Changes. TipShifts may change subscription prices upon at least 30 days' notice (email to the account owner or in-Service notice). Price changes take effect at the start of Customer's next billing period after the notice period. Customer's continued use after the change takes effect constitutes acceptance; Customer may cancel before the change takes effect.

6.7 Late or Failed Payment; Suspension. If a renewal charge fails, TipShifts (via Stripe) will retry payment and notify Customer. Access is not suspended upon the first failed charge. If payment remains uncollected after the payment-retry (dunning) process concludes and the subscription reaches a canceled or unpaid state, TipShifts may suspend access to the affected Location until payment is made or the subscription is renewed. TipShifts may modify its payment-retry schedule on notice; access will not end earlier than the point at which the subscription reaches a canceled or unpaid state under the then-current schedule. Suspension does not relieve Customer of amounts owed for periods before suspension.

6.8 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and governmental charges arising from its purchase, other than taxes on TipShifts' net income. If TipShifts is required to collect any tax, it will be added to Customer's invoice.

6.9 Payment Disputes. Customer agrees to contact TipShifts at hello@tipshifts.com to attempt resolution before initiating a card dispute. If a card dispute is finally resolved in TipShifts' favor, TipShifts may condition reinstatement of any suspended access on payment of the disputed amount and may charge Customer any dispute fee actually imposed on TipShifts by its payment processor for that dispute.

7. Customer Data; Privacy; Security

7.1 Ownership. As between the parties, Customer owns all Customer Data. TipShifts acquires no rights in Customer Data except the limited license in Section 7.2.

7.2 License to Process. Customer grants TipShifts a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, back up, and display Customer Data solely (a) to provide, maintain, secure, and support the Service; (b) to comply with law; and (c) as otherwise instructed by Customer. TipShifts processes Customer Data as a service provider acting on Customer's documented instructions, which are set out in these Terms and in Customer's configuration and use of the Service.

7.3 Customer's Data Responsibilities. Customer represents and warrants that it has all rights, consents, and lawful bases required to provide Customer Data to TipShifts and to have it processed as described in these Terms and the Privacy Policy, including with respect to personal information of Customer's employees. Customer is responsible for providing its employees any privacy notices required of it as their employer.

7.4 Privacy Policy. TipShifts' processing of personal information is further described in the TipShifts Privacy Policy at https://tipshifts.com/privacy, which is incorporated into these Terms by reference. If these Terms and the Privacy Policy conflict with respect to TipShifts' obligations to Customer, these Terms control.

7.5 Security. TipShifts maintains reasonable administrative, technical, and physical safeguards designed to protect Customer Data, which as of the Effective Date include: encryption in transit (TLS); salted, iterated password hashing (PBKDF2); per-restaurant tenant isolation enforced in the application and covered by automated tests; encrypted, write-only storage of POS credentials; versioned, immutable payroll Validation snapshots; explicit per-payroll administrator approval; no advertising trackers or third-party analytics in the Service; and daily automated backups, including off-site copies. TipShifts may update its safeguards from time to time provided overall protection is not materially diminished. No security measure is infallible, and TipShifts does not warrant that Customer Data will be free from unauthorized access.

7.6 Breach Notice. TipShifts will notify Customer without unreasonable delay, and in any event within the period required by applicable law (including, where applicable, within ten (10) days as required of third-party agents under the Florida Information Protection Act, Fla. Stat. § 501.171), after determining that a breach of security has resulted in unauthorized access to unencrypted personal information of Customer's employees held in the Service, and will reasonably cooperate with Customer's response.

7.7 Subprocessors. Customer authorizes TipShifts to use third-party subprocessors to provide the Service, currently: Render (cloud hosting, U.S.), Stripe (subscription billing), Resend (transactional email such as invites and password resets), Backblaze (off-site backups, encrypted in transit), and Customer's POS Provider (as data source, at Customer's direction). TipShifts remains responsible to Customer for its subprocessors' performance and will update the subprocessor list in the Privacy Policy before or promptly after any change.

7.8 Data Export and Deletion.

(a) During the term. Customer may export its reports and data through the Service's export features at any time during the subscription term.

(b) Post-termination export window. For sixty (60) days after termination or expiration of Customer's last active subscription for a Location, TipShifts will, upon Customer's written request to hello@tipshifts.com, provide an export of that Location's Customer Data in a commonly used format.

(c) Deletion. After the export window, TipShifts will delete or de-identify that Location's Customer Data from its production systems within thirty (30) days, except for (i) copies in routine backups, which expire as backups rotate out of retention (approximately 30 daily off-site copies, i.e., roughly 30 days in normal operation), (ii) records TipShifts must retain by law, and (iii) minimal billing and acceptance records. Backups are retained for disaster recovery only and are not used to restore data Customer has asked TipShifts to delete, except as needed to recover from a system failure — in which case deletions are re-applied.

7.9 Aggregate Data. TipShifts may generate and use aggregated or de-identified data derived from use of the Service (for example, feature-usage statistics) for operating, benchmarking, and improving the Service, provided such data does not identify Customer or any individual and cannot reasonably be re-identified.

7.10 Data Processing Addendum. Upon Customer's written request, TipShifts will enter into a mutually agreed data-processing / service-provider addendum reflecting the processing relationship described in Section 7.2 and the Privacy Policy.

8. Confidentiality

8.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with the Service that is designated confidential or that a reasonable person would understand to be confidential, including Customer Data, Customer's rule configurations and sales figures, and TipShifts' non-public product, security, and business information. Confidential Information does not include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed without use of the discloser's Confidential Information, or is rightfully received from a third party without duty of confidentiality.

8.2 Obligations. Each party will (a) use the other's Confidential Information only to perform under or exercise rights granted by these Terms, (b) protect it with at least reasonable care, and (c) not disclose it except to employees, advisors, and subprocessors who need it for those purposes and are bound by confidentiality obligations at least as protective. Either party may disclose Confidential Information to the extent required by law or legal process, with prior notice to the other party where lawful and practicable.

8.3 Duration. These obligations continue for three (3) years after termination of these Terms, and for Customer Data and trade secrets, for as long as the information remains confidential or a trade secret.

9. Intellectual Property

9.1 TipShifts IP. TipShifts and its licensors own all right, title, and interest in and to the Service, including all software, designs, templates, documentation, and trademarks, and all improvements and derivatives thereof. No rights are granted to Customer except the limited right to access and use the Service during the subscription term in accordance with these Terms.

9.2 Feedback. If Customer provides suggestions or feedback about the Service, TipShifts may use them without restriction or obligation.

10. Service Availability; Support; Changes to the Service

10.1 Availability. TipShifts will use commercially reasonable efforts to make the Service available, but does not commit to any uptime percentage and provides no service-level agreement (SLA). The Service may be temporarily unavailable due to maintenance (which TipShifts will endeavor to schedule outside peak usage and, for planned significant downtime, announce in advance), emergency repairs, or causes beyond TipShifts' reasonable control.

10.2 Support. TipShifts provides support via hello@tipshifts.com during ordinary business hours, on a commercially reasonable basis.

10.3 Changes to the Service. TipShifts may modify, add, or discontinue features of the Service, provided that TipShifts will not materially reduce the core functionality described in Section 3.1 during a paid subscription period without notice and, where the reduction is material and uncured, Customer's remedy is to cancel and receive a pro-rata refund of prepaid, unused fees for the affected Location.

11. Term; Termination; Suspension

11.1 Term. These Terms apply from Customer's acceptance and continue while Customer has any active subscription or trial.

11.2 Termination for Breach. Either party may terminate these Terms (or the affected subscription) if the other party materially breaches them and fails to cure within 30 days of written notice describing the breach. TipShifts may terminate immediately upon notice for Customer's breach of Sections 1.3 (business use), 4.4 (acceptable use), or 9 (intellectual property), or where required by law.

11.3 Suspension. In addition to Section 6.7 (non-payment), TipShifts may suspend access immediately, with notice as soon as practicable, if (a) Customer's use poses a security risk to the Service or others, (b) suspension is required by law, or (c) Customer's use materially disrupts the Service. TipShifts will limit any suspension in scope and duration to what is reasonably necessary.

11.4 Effect of Termination. Upon termination or expiration: Customer's right to access the Service ends (subject to the export window in Section 7.8); fees accrued before termination remain payable; and if TipShifts terminates for Customer's uncured material breach, no refund is due, while if Customer terminates for TipShifts' uncured material breach, TipShifts will refund prepaid, unused fees for the terminated period.

11.5 Survival. Sections 1.4, 2, 3.2–3.7, 6.8, 6.9, 7 (as applicable to post-termination handling), 8, 9, 12, 13, 14, 16, 17.3, and 18 survive termination, along with any other provision that by its nature should survive.

12. Warranty Disclaimer; Exclusive Remedy

12.1 THE SERVICE, ALL OUTPUTS AND REPORTS, ALL INFORMATIONAL ALERTS AND INDICATORS, AND ANY SUPPORT OR ONBOARDING ASSISTANCE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIPSHIFTS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

12.2 WITHOUT LIMITING THE FOREGOING, TIPSHIFTS DOES NOT WARRANT THAT (a) THE SERVICE'S OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PAYROLL OR COMPLIANCE PURPOSE — OUTPUTS DEPEND ON THE RULES CUSTOMER CONFIGURES OR ADOPTS AND THE DATA CUSTOMER SUPPLIES; (b) USE OF THE SERVICE WILL ENSURE CUSTOMER'S COMPLIANCE WITH ANY LAW, INCLUDING WAGE-AND-HOUR LAWS; OR (c) THE SERVICE OR OUTPUTS CONSTITUTE LEGAL, TAX, ACCOUNTING, OR PAYROLL ADVICE. CUSTOMER'S REVIEW AND VALIDATION UNDER SECTION 3.4 IS AN ESSENTIAL PART OF THE PARTIES' ALLOCATION OF RESPONSIBILITY.

12.3 Some jurisdictions limit warranty disclaimers; in such jurisdictions, the disclaimers above apply to the fullest extent permitted.

12.4 Exclusive Remedy for Service Errors. If the Service produces a Service Error, TipShifts will, promptly after notice: (a) correct the error and re-generate the affected reports and export files at no charge; and (b) refund or credit the fees paid for the affected Location for the billing period(s) in which the Service Error occurred. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS SECTION 12.4 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND TIPSHIFTS' ENTIRE LIABILITY, FOR SERVICE ERRORS, subject to Section 13 and without limiting Section 11.2. This remedy is available whether or not the affected period was Validated, but nothing in this Section makes TipShifts responsible for amounts Customer pays or fails to pay its employees (Sections 3.4 and 13.1). Beta Features are excluded (Section 3.9).

13. Limitation of Liability

13.1 Exclusion of Indirect Damages; Wage Amounts. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, TIPSHIFTS WILL HAVE NO LIABILITY FOR WAGES, TIPS, BACK PAY, LIQUIDATED DAMAGES, FINES, PENALTIES, OR OTHER AMOUNTS OWED OR PAID BY CUSTOMER TO ITS EMPLOYEES OR ANY GOVERNMENTAL AUTHORITY, ALL OF WHICH ARE DIRECT OBLIGATIONS OF CUSTOMER AS EMPLOYER; CUSTOMER'S REMEDY FOR SERVICE ERRORS IS STATED IN SECTION 12.4. The exclusions in this Section 13.1 do not limit Customer's obligations under Section 14, either party's obligations under Section 12.4, or Customer's payment obligations under Section 6.

13.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIPSHIFTS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO TIPSHIFTS FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM IS FIRST ASSERTED IN WRITING, AND (b) TWO THOUSAND FIVE HUNDRED U.S. DOLLARS (US $2,500).

13.3 Exceptions. The cap in Section 13.2 does not apply to Customer's payment obligations under Section 6 or Customer's indemnification obligations under Section 14.

13.4 Basis of the Bargain. The limitations in this Section 13 apply notwithstanding any failure of essential purpose of any limited remedy, and reflect an agreed allocation of risk on which the Service's pricing is based. The parties acknowledge that the allocation reflects the Service's price point and Customer's control over its rule configuration, Default Setting adoption, data, and Validation, and that TipShifts' fees would be materially higher without it. These limitations do not limit liability that cannot be limited under applicable law (such as liability for fraud or willful misconduct, where non-limitable).

13.5 Notice of Suspected Errors. Customer will notify TipShifts of any suspected Service Error promptly after discovery so that it can be investigated and corrected. This Section states a cooperation obligation only; it does not shorten any statutory limitations period and does not bar or condition any claim.

14. Indemnification

14.1 By Customer. Customer will defend, indemnify, and hold harmless TipShifts and its members, managers, officers, employees, and agents from and against any third-party claims, actions, or proceedings, and all resulting damages, penalties, settlements, and reasonable attorneys' fees, arising out of or relating to: (a) claims by Customer's current or former employees or contractors (including Staff Users) relating to tips, wages, tip pooling, tip sharing, or employment practices, including claims under the FLSA or state or local wage-and-hour laws; (b) Customer's tip-out rule configuration (including adopted Default Settings) or its tip-pooling or tip-sharing policies; (c) Customer Data, including any claim that it was collected or provided unlawfully; (d) Customer's breach of these Terms or violation of law; or (e) Customer's or its Authorized Users' misuse of the Service. THE OBLIGATIONS IN THIS SECTION 14.1 APPLY TO THE CLAIMS DESCRIBED ABOVE INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAIMS CAUSED IN WHOLE OR IN PART BY TIPSHIFTS' OWN ORDINARY NEGLIGENCE, but do not apply to the extent a claim is finally adjudicated to have resulted from TipShifts' gross negligence, willful misconduct, or material breach of these Terms.

14.2 By TipShifts (IP). TipShifts will defend Customer against any third-party claim that the Service, as provided by TipShifts and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer against damages and reasonable attorneys' fees finally awarded (or agreed in settlement) for such claim. TipShifts has no obligation for claims arising from Customer Data, combination of the Service with items not provided by TipShifts, use in violation of these Terms, or Beta Features. If the Service is (or in TipShifts' opinion is likely to be) enjoined, TipShifts may procure the right to continue it, modify or replace it with substantially equivalent functionality, or terminate the affected subscription and refund prepaid, unused fees. This Section states TipShifts' entire liability, and Customer's exclusive remedy, for infringement claims.

14.3 Procedure. The indemnified party will give the indemnifying party prompt notice of any indemnified claim (delay excusing performance only to the extent the indemnifying party is materially prejudiced), reasonable cooperation at the indemnifying party's expense, and sole control of the defense and settlement to the indemnifying party, provided any settlement that imposes obligations on the indemnified party other than the payment of money fully indemnified requires the indemnified party's prior written consent. If the indemnifying party fails to promptly assume and diligently conduct the defense of a claim tendered to it, the indemnified party may defend the claim at the indemnifying party's expense without waiving its rights under this Section.

14.4 Fees Limited to Third-Party Claims. Attorneys' fees recoverable under this Section 14 are limited to fees incurred in defending or settling third-party claims. Nothing in this Section or these Terms creates a right to recover attorneys' fees in first-party disputes between the parties.

15. Insurance

Customer will maintain during the term commercially reasonable insurance appropriate to its business, including commercial general liability coverage and any workers' compensation coverage required by law, and is encouraged to maintain employment-practices liability coverage.

16. Governing Law; Venue; Dispute Resolution

16.1 Governing Law. These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Venue. The state and federal courts located in Pinellas County, Florida will have exclusive jurisdiction over any dispute arising out of these Terms, and each party consents to personal jurisdiction and venue there and waives objections of inconvenient forum.

16.3 JURY WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF THESE TERMS. This waiver is called out in the Plain-English Summary above and must be restated on any Order Form.

17. Changes to These Terms

17.1 Versioning. Every revision of these Terms will bear a version number and effective date. TipShifts will retain a dated archive of each published version (Section 1.4).

17.2 Material Changes. For material changes, TipShifts will provide at least 30 days' advance notice by email to the account owner and/or prominent in-Service notice, and the updated Terms will apply beginning on the stated effective date. Customer's continued use of the Service after the effective date of updated Terms constitutes acceptance of the update. If Customer does not agree to a material change, its remedy is to cancel before the change takes effect; if a material change is adverse to Customer, Customer may cancel and receive a pro-rata refund of prepaid, unused fees.

17.3 Non-Material Changes; Version in Force. Non-material changes (such as clarifications or typographical corrections) may take effect on posting, with a version bump and archived copy. The version of these Terms in effect at the time of the events giving rise to a dispute governs that dispute.

18. General Provisions

18.1 Force Majeure. Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, governmental action, utility or internet failures, and failures of third-party services or infrastructure, provided the affected party uses reasonable efforts to mitigate and resume performance.

18.2 Assignment. Customer may not assign or transfer these Terms without TipShifts' prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, upon notice to TipShifts. TipShifts may assign these Terms in connection with a merger, acquisition, corporate reorganization (including formation of, or conversion to, the contracting LLC entity), or sale of substantially all assets. Any assignment in violation of this Section is void.

18.3 Severability. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and, if necessary, reformed to reflect the parties' intent, and the remaining provisions will remain in full force.

18.4 Entire Agreement; Order of Precedence. These Terms, together with any Order Form, the checkout/ordering terms presented by TipShifts, the Refund Policy, and the Privacy Policy, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, and communications on the subject. No terms in any Customer purchase order or vendor form will apply, even if signed or acknowledged. In case of conflict: (1) an executed Order Form, (2) these Terms, (3) checkout/ordering terms, (4) the Refund Policy (as to refunds and cancellation), (5) the Privacy Policy (as to privacy disclosures). The Staff Terms (Appendix A) are a separate agreement between TipShifts and each Staff User and govern only that individual's access.

18.5 Non-Reliance. Customer acknowledges and agrees that, in accepting these Terms and subscribing to the Service, it has not relied on any representation, warranty, statement, or promise not expressly set out in these Terms — including statements in marketing materials, sales conversations, demonstrations, or documentation — and, to the maximum extent permitted by law, waives any claim based on any such extra-contractual statement. Descriptions of the Service in marketing materials are general summaries and are superseded by these Terms.

18.6 Notices. Notices to TipShifts must be sent to hello@tipshifts.com and are effective on receipt. Notices to Customer may be sent to the email address of Customer's account owner and/or displayed in the Service, and are effective when sent or displayed.

18.7 Waiver. A party's failure or delay in enforcing any provision is not a waiver. Waivers must be in writing and signed by the waiving party.

18.8 Independent Contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, fiduciary, or employment relationship, and TipShifts is not Customer's employee, employer, joint employer, or payroll agent.

18.9 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms. Without limitation, Customer's employees, Staff Users, and other Authorized Users have no rights under these Terms. (Staff Users' own access rights arise solely under the Staff Terms.)

18.10 Interpretation. Section headings are for convenience only. "Including" means "including without limitation." These Terms will not be construed against the drafting party.

18.11 Export and Sanctions. Customer represents that it is not located in, or owned or controlled by persons in, any jurisdiction subject to comprehensive U.S. sanctions, and is not on any U.S. government restricted-party list.

Questions about these Terms: hello@tipshifts.com.

Appendix A — Staff Terms of Use

Version 1.0 — Effective Date: July 30, 2026

Presented to each Staff User at account activation (invite acceptance / first login), with an unchecked checkbox and a link to this document and the Privacy Policy. Acceptance is logged under Section 1.4 of the Terms of Service. These Staff Terms are a separate agreement between TipShifts and the individual Staff User.

1. What TipShifts is. TipShifts provides software to your employer. Your employer imports its own point-of-sale data, configures its own tip-out rules, and approves every payroll. TipShifts is not your employer, does not decide how tips are shared, and does not pay you.

2. Your account. Your login is provided at your employer's direction so you can view your own statements. Keep your credentials confidential, provide accurate account information, and tell us at hello@tipshifts.com if you suspect unauthorized access. Your employer can deactivate your access at any time; deactivating or deleting your login does not delete the payroll records your employer keeps about your work.

3. What you see. The statements, weekly summaries, and figures shown to you are prepared from data and tip-out rules provided and configured by your employer. Your employer — not TipShifts — is solely responsible for your pay, for the correctness of those rules, and for resolving any pay question. Direct all questions about your pay to your employer.

4. Performance indicators. Any performance index or score shown in the Service is an informational estimate computed from shift data. It is not an employment evaluation by TipShifts, may be incomplete or wrong, and should not be relied on for any employment decision or dispute.

5. No advice; no warranty. The Service and everything displayed in it are provided "AS IS," without warranties of any kind, and are not legal, tax, accounting, or payroll advice. You agree not to rely on the Service's displays as a representation by TipShifts of what you are owed.

6. Limitation of liability. To the maximum extent permitted by law: TipShifts is not liable to you for indirect, incidental, special, consequential, or punitive damages, or for wages, tips, or other amounts owed to you by your employer; and TipShifts' total liability to you arising out of the Service will not exceed US $500. Nothing in these Staff Terms limits liability that cannot lawfully be limited.

7. Acceptable use. Use your account only to view your own information, lawfully, and do not attempt to access anyone else's data or interfere with the Service.

8. Privacy. Our handling of your information is described in the TipShifts Privacy Policy at https://tipshifts.com/privacy. For your account credentials, contact us directly; for payroll data about you, contact your employer, who controls it.

9. Changes; governing law. We may update these Staff Terms with notice in the Service; the version in effect at the time of an event governs it. These Staff Terms are governed by Florida law, and any dispute will be brought in the state or federal courts in Pinellas County, Florida.

10. Acceptance. By checking the acceptance box and activating your account, you agree to these Staff Terms.

End of Terms of Service (Version 1.0).

This document is published in English; the English version is the binding version. Questions: hello@tipshifts.com.