TIPSY

This End-User License Agreement ("EULA") is a binding agreement between you and Callidus Food & Beverage Holdings and related entities ("Tipsy," "we," "us") governing your use of the Tipsy software platform, applications, and related services (the "Software"), accessible at tipsyapp.io and related domains. By creating an account, accessing, or using the Software, you accept this EULA, our Terms of Service, and our Privacy Policy, each of which is incorporated by reference. If you use the Software on behalf of a business, you represent that you have authority to bind that business, and "you" includes it.

Subject to this EULA and payment of applicable fees, Tipsy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software for your internal business operations. All rights not expressly granted are reserved by Tipsy.

You must not: (a) copy, modify, translate, or create derivative works of the Software; (b) reverse engineer, decompile, or attempt to extract source code, except to the extent such restriction is prohibited by law; (c) rent, lease, lend, sell, sublicense, or otherwise transfer the Software or your access to it; (d) circumvent access controls, usage limits, or security features; (e) use the Software to build a competing product; or (f) use the Software in violation of applicable law, including wage-and-hour and tax law applicable to your business.

You retain ownership of the data you or your integrations submit to the Software ("Customer Data"). Tipsy retains all right, title, and interest in the Software, including all software, designs, documentation, and aggregated or de-identified usage data that does not identify you or any person.

The Software is provided as a cloud service and is updated continuously. We may add, change, or remove features, and may establish or modify usage limits, with reasonable notice of material reductions where practicable.

The Software produces calculations, reports, and accounting outputs that depend on the accuracy and configuration of your data and integrations. Outputs are provided as operational tooling, not as legal, tax, payroll, or accounting advice. You are responsible for reviewing outputs and for your business's compliance with applicable law, including tip pooling, wage, and tax rules in your jurisdiction.

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIPSY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The limitations of liability set out in Section 8 of the Terms of Service apply to this EULA and are incorporated by reference.

This EULA is effective from your first use of the Software and continues until terminated. It terminates automatically when your account is closed or your subscription ends, and Tipsy may suspend or terminate the license for material breach as described in the Terms of Service. Sections 3, 5, 7, 8, and 10 survive termination.

This EULA is governed by the laws of the State of Missouri, without regard to conflict-of-laws rules, and any dispute shall be resolved in the state or federal courts located in Jackson County, Missouri. If any provision is held unenforceable, the remainder stays in effect. This EULA, together with the Terms of Service and Privacy Policy, is the entire agreement regarding the Software license and supersedes prior understandings on that subject.

Questions about this EULA: support@tipsyapp.io.