TILLI TERMS AND CONDITIONS

1. ACCEPTANCE OF TERMS

These Terms and Conditions ("Terms") govern your use of the Tilli website, products, and services (collectively, the "Services") provided by Utilli, LLC (dba tilli) ("Tilli," "we," "us," or "our"). By accessing or using our Services, you agree to be bound by these Terms.

If you do not agree to all the terms and conditions of this agreement, you may not access the website or use any Services.

2. DESCRIPTION OF SERVICES

Tilli provides a comprehensive suite of communication and payment processing services, including:

• Nudge: Omnichannel communication platform for customer engagement
• tilliX: Low-code experience engine for digital transformation
• TilliPay: Secure payment processing and gateway services
• Related APIs, documentation, and support services

3. USER ACCOUNTS

3.1 Account Registration

To access certain features of our Services, you must register for an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Immediately notify us of any unauthorized use
• Accept responsibility for all activities under your account

3.2 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms or for any other reason at our sole discretion.

4. ACCEPTABLE USE

You agree not to use the Services to:

• Violate any laws, regulations, or third-party rights
• Transmit spam, viruses, or other malicious code
• Engage in fraudulent or deceptive activities
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to any systems
• Collect or harvest user data without permission
• Use the Services for competitive analysis or benchmarking
• Reverse engineer or attempt to extract source code

5. PAYMENT TERMS

5.1 Pricing

Pricing for our Services is as set forth on our pricing page or as agreed in a separate agreement. All prices are in U.S. dollars unless otherwise specified.

5.2 Payment

Payment is due according to the billing cycle selected. We accept major credit cards and ACH transfers. All payments are non-refundable except as required by law or as explicitly stated in these Terms.

5.3 Taxes

You are responsible for all taxes associated with your use of the Services, excluding taxes based on Tilli's net income.

6. INTELLECTUAL PROPERTY

6.1 Tilli Property

All intellectual property rights in the Services, including software, content, designs, and trademarks, are owned by Tilli or its licensors. Nothing in these Terms grants you any rights to use Tilli's intellectual property except as expressly permitted.

6.2 Your Content

You retain ownership of content you submit through the Services. By submitting content, you grant Tilli a worldwide, non-exclusive, royalty-free license to use, reproduce, and display such content as necessary to provide the Services.

6.3 Feedback

Any feedback, suggestions, or improvements you provide regarding the Services becomes the property of Tilli, and we may use such feedback without compensation or attribution.

7. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of the other party's confidential information and not to use such information except as necessary to perform under these Terms. This obligation survives termination of these Terms.

8. DATA PROTECTION

We process personal data in accordance with our Privacy Policy. By using our Services, you consent to such processing and warrant that all data provided by you is accurate. We maintain industry-standard security measures including:

• PCI DSS compliance for payment processing
• SOC 2 Type II certification
• HIPAA compliance where applicable
• End-to-end encryption for sensitive data

9. WARRANTIES AND DISCLAIMERS

9.1 Service Warranty

We warrant that the Services will perform substantially in accordance with the applicable documentation. Your sole remedy for breach of this warranty is for us to use reasonable efforts to correct the non-conformity.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TILLI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL TILLI'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU TO TILLI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Tilli and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from your use of the Services, violation of these Terms, or violation of any rights of a third party.

12. TERM AND TERMINATION

12.1 Term

These Terms commence on your first use of the Services and continue until terminated.

12.2 Termination

Either party may terminate these Terms at any time with thirty (30) days' written notice. We may terminate immediately for cause, including breach of these Terms.

12.3 Effect of Termination

Upon termination, your right to use the Services ceases immediately. Provisions that by their nature should survive termination shall survive.

13. GOVERNING LAW AND DISPUTES

13.1 Governing Law

These Terms are governed by the laws of the Commonwealth of Virginia, United States, without regard to conflict of law principles.

13.2 Dispute Resolution

Any disputes arising from these Terms shall first be attempted to be resolved through good faith negotiations. If unsuccessful, disputes shall be resolved through binding arbitration in McLean, Virginia, under the rules of the American Arbitration Association.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms constitute the entire agreement between you and Tilli regarding the Services and supersede all prior agreements.

14.2 Amendments

We may update these Terms from time to time. Continued use of the Services after changes constitutes acceptance of the modified Terms.

14.3 Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

14.5 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

15. CONTACT INFORMATION

For questions about these Terms, please contact us at: