Please read these Terms of Service (“Terms”, “Terms of Use”) carefully before using the Tipp Web Application (the "Service") operated by Composir Studios Limited (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

Creating a User Account

In order to access and use certain sections and features of the Tipp Services, you must first create an account with Tipp (“User Account”).

If anyone other than yourself accesses your User Account and/or any of your User Platforms’ settings, they may perform any actions available to you (unless as specifically stated otherwise on the Tipp Services), make changes to your User Platform(s) and User Account, and accept any legal terms available therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name.

Therefore, we strongly encourage you to keep the log-in credentials of your User Account confidential, and allow such access only to people you trust - as you will be solely and fully responsible for all activities that occur under your User Account and/or User Platforms (including for any representations, warranties and undertakings made therein), whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.

You must provide accurate and complete information when registering your User Account and using the Tipp Services, to which you are the sole and exclusive rights holder. We strongly encourage you to provide your own (or your company’s) account and billing details, including your valid e-mail address, as we may use it to identify and determine the actual and true owner of the User Account and/or User Content (as defined below) submitted to us. 

Your Obligations

You represent and warrant that: 

1. you are at least sixteen (16) years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into the Tipp Terms and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Tipp Terms;

2. you understand that Tipp does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your End Users, or your compliance therewith;

And specifically regarding your User Content:
 

3. you confirm you own all rights in and to any content uploaded or provided by you, or imported, copied or uploaded by Tipp Services for you, to your User Platform (“User Content”), including any, images, logos, illustrations, information you provide for the purpose of creating a user profile (“Content”), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally access, import, copy, use, publish, transfer or license such User Content, by you and us or any of our affiliates;

4. the User Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display or otherwise use, in the country in which you or your User Platform’s visitors and users (“End Users”) reside, or for Tipp and/or your End Users to access, import, copy, upload, use or possess in connection with the Composir Services;

You undertake and agree to:

1. fully comply with all applicable laws and any other contractual terms which govern your use of the Tipp Services (and any related interaction or transaction), including those specific laws applicable to you or your End Users in any of your geographical locations;

2. be solely responsible and liable with respect to any of the uses of the Tipp Services which occur under your User Account and/or User Platform(s), and for any of your User Content (including for any consequences of accessing, importing, uploading, copying, using or publishing such User Content on or with respect to the Tipp Services);

3. receive from time to time promotional messages and materials from Tipp or its partners, by mail, e-mail or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices – please just notify us at any time;

4. allow Tipp to use in perpetuity, worldwide and free of charge, any version of your User Platform (or any part thereof) for any of Tipp’s marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes, and you waive any claims against Tipp or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your User Platform with respect to such limited permitted uses;

5. Tipp’s sole discretion as to the means, manner, and method for performing the Tipp Services, including those regarding the hosting, transmission, publication and/or display of any User Platforms and/or Content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto).

6. ​Tipp shall have the right to offer the Tipp Services in alternative price plans and impose different restrictions as for the upload, storage, download and use of the Tipp Services in each price plan, including, without limitation, restrictions on network traffic and bandwidth, size and/or length of Content, quality and/or format of Content, sources of Content, volume of download time, number of subscribers to your Content, etc.

You agree and undertake not to:

1. copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Tipp Website, the Tipp Services (or any part thereof), any Content offered by Tipp or Third Party Services for use and display within User Platforms (“Licensed Content”) and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without Tipp’s prior written and specific consent and/or as expressly permitted under the Tipp Terms;

2. submit, transmit or display any User Content, or use Licensed Content in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Tipp or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;

3. use any illegal action to collect login data and/or passwords for other websites, third parties, software or services;

4. phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable;  

5. upload, insert, collect or otherwise make available  within the Tipp Website or the Tipp Services (or any part thereof), any malicious, unlawful, defamatory or obscene Content;

6. publish and/or make any use of the Tipp Services or Licensed Content on any website, media, network or system other than those provided by Tipp, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Tipp Services, Licensed Content and/or User Platform (or any part thereof), except as expressly permitted by Tipp in advance and in writing;

7. use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Tipp Services (or its data and/or Content), or in any way reproduce or circumvent the navigational structure or presentation of any of the Composir Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Tipp Services;

8. act in a manner which might be perceived as damaging to Tipp’s reputation and goodwill or which may bring Tipp into disrepute or harm;

9. purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Tipp or Tipp Marks and/or variations and misspellings thereof;

10. impersonate any person or entity or provide false information on the Tipp Services and/or User Platform, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Tipp and/or any End Users;

11. falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Tipp or any third party endorses you, your User Platform, your business, your User Products, or any statement you make;

12. reverse look-up, trace, or seek to trace another User of Tipp Services, or otherwise interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Tipp Services and/or User Platform without their express and informed consent;

13. disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Tipp Services, User Platform, the account of another User(s), or any other systems or networks connected to the Tipp Services, by hacking, password mining, or other illegitimate or prohibited means;

14. probe, scan, or test the vulnerability of the Tipp Services or any network connected to the Tipp Services;

15. upload to the Tipp Services and/or User Platform or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

16. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Tipp Services or Tipp’s systems or networks connected to the Tipp Services, or otherwise interfere with or disrupt the operation of any of the Tipp Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

17. use any of the Tipp Services and/or User Platform in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;

18. access to Tipp Services, User Accounts, Licensed Content and/or User Content, through any means or technology (e.g. scraping and crawling), other than our publicly supported interfaces.

19. sell, license, or exploit for any commercial purposes any use of or access to the Licensed Content and/or Tipp Services, except as expressly permitted by the Tipp Terms;

20. remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Tipp Services and/or Licensed Content; or

21. violate, attempt to violate, or otherwise fail to comply with any of the Tipp Terms or any laws or requirements applicable to your use of the Tipp Services.

22. access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service.

User Account Termination

You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your User Account and/or any Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.

All provisions of the Terms which by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Service Fees 

The use of certain Tipp Services may be subject to payment of particular fees, as determined by Tipp in its sole discretion (“Paid Services” and “Fee(s)”, respectively). Tipp will provide notice of such Fees then in effect in relation to such Paid Services. If you wish to receive or use such Paid Services, you are required to pay all applicable Fees in advance.

Tipp reserves the right to change its Fees at any time, upon notice to you if such change may affect your existing subscriptions. If you received a discount or other promotional offer, Tipp shall have the right to automatically and without notice renew your subscription to such Tipp Service(s) at the full applicable Fee.

Links To Other Websites 

Our Service may contain links to third-­party websites or services that are not owned or controlled by Tipp. 

Tipp has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that My Tipp shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. 

Disclaimer of Warranties

We provide the Tipp Services on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty – all to the fullest extent permitted by law. We specifically do not represent or warrant that the Tipp Services (or any part, feature or Content thereof) are complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of your (or your End Users’) contemplated activities, devices, operating systems, browsers, software or tools (or that they will remain as such at any time), or comply with any laws applicable to you or your End Users (including in any jurisdiction in which you operate), or that their operation will be free of any viruses, bugs or other harmful components or program limitations. Moreover, we do not endorse any entity, product or service (including any Third Party Services) mentioned on or made available via the Tipp Services – so please be sure to verify those before using or otherwise engaging them.

Tipp may, at its sole discretion (however it shall have no obligation to do so), screen, monitor and/or edit any User Platform and/or User Content, at any time and for any reason, with or without notice.

Notwithstanding anything to the contrary in the foregoing, in no circumstances may Tipp be considered as a “publisher” of any User Content, does not in any way endorse any User Content, and assumes no liability for any User Content uploaded, posted, published and/or made available by any User or any other party on and/or through the Tipp Services, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any User Content. Furthermore, Tipp shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing User Content you or any other party may encounter.

You acknowledge that there are risks in using the Tipp Services and/or connecting and/or dealing with any Third Party Services through or in connection with Tipp Services, and that Tipp cannot and does not guarantee any specific outcomes from such use and/or interactions, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such interactions. Such risks may include, among others, misrepresentation of information about and/or by Third Party Services and/or Licensed Content, breach of warranty and/or contract, violation of rights, and any consequent claims.

Limitation of Liability

To the fullest extent permitted by law in each applicable jurisdiction, Tipp, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (1) errors, mistakes, or inaccuracies of or in any content; (2) any personal injury or property damage related to your use of the Tipp Services; (3) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (4) any interruption or cessation of transmission to or from the Tipp Services; (5) the use or display of any Content or User Content posted, emailed, transmitted, or otherwise made available via the Tipp Services; (6) events beyond the reasonable control of Tipp, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (7) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of Tipp Services.

You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Tipp’s services to you, and such limitations will apply even if Tipp has been advised of the possibility of such liabilities.

Indemnity

You agree to defend, indemnify and hold harmless Tipp its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from: (1) your violation of any term of these Terms of Use or any other Tipp Terms; (2) your violation of any third party right, including any copyright, access rights, property, or privacy right, resulting from your User Platform or User Content and/or your use of the Tipp Services, including, without limitation, Tipp Services’ actions for your benefit; and/or (3) any other type of claim that your User Platform and/or User Content caused damage to a third party.

Governing Law 

These Terms shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions. 

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Changes 

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 (change this) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. 

Contact Us

If you have any questions about these Terms, please contact us. Send an email message to support@tipp.com