Tilia LLC User Terms of Service

Effective July 29, 2024

These Terms of Service ("Terms") are a legal agreement between you ("User," "you," or "your") andTilia LLC ("Tilia,""we," "our," or "us") that govern your use of the Tilia Service (as defined below).

As used in these Terms, the "Tilia Service" refers to Tilia's products and services, as well as Tilia's website and any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by Tilia, directly or indirectly, any of which may be provided from time to time by an affiliate of Tilia to the extent permitted by applicable law.

By registering for an Tilia Account (as defined below) and/or accessing or otherwise using any portion of the Tilia Service, you agree to be bound by these Terms.

Please read all provisions of these Terms carefully. If you do not agree to these Terms, you may not register for an Tilia Account or otherwise access or use any portion of the Tilia Service. THESE TERMS CONTAIN AN ARBITRATION PROVISION THAT AUTHORIZES EITHER PARTY TO ELECT MANDATORY AND BINDING ARBITRATION OF CERTAIN DISPUTES. THE TERMS OF THE ARBITRATION PROVISION ARE SET FORTH IN SECTION 13 BELOW, ENTITLED "DISPUTE RESOLUTION AND ARBITRATION." PLEASE READ THIS ARBITRATION PROVISION CAREFULLY.

The Tilia Service is offered through Tilia’s integrations with online platforms (each, a "Platform") that are offered by third parties (each, a "Publisher"). Access to all or a portion of the Tilia Service through these Platforms and Publishers may be available or discontinued at the sole discretion of Tilia. You agree that your use of the Platform through which you access the Tilia Service is governed by the relevant Publisher's end user license agreement and/or terms of use, including, without limitation, password and account security policies (collectively, the "Platform TOS"). We do not assume any responsibility for the content, policies or practices of any Platform, Publisher or other third party, including any Platform TOS, and you hereby agree that we are not liable for any loss arising from your use of any Platform, any act or omission of any Publisher or other third party, or the terms of any Platform TOS. These Terms incorporate by reference all policies, guidelines, notices, representations, and other content regarding the Tilia Service that are published publicly at www.tilia.io ("Website"). In the event of any material conflict or inconsistency between these Terms and any such policies, guidelines, notices, these Terms prevail with respect to the provision of the Tilia Service.

These Terms contain the above provisions and the following sections. You may jump directly to any section by selecting the appropriate link below. The headings and subheadings are for reference only and do not limit the scope of each section. Underlined words in these Terms hyperlink to the relevant information.

The Tilia Service
Our Relationship with You
Payment Processing
Stored Value Balances
Digital Tokens
Disbursements
Intellectual Property and Licenses
Communications
Term and Termination
Fees
Customer Complaints – Money Transmission Activity
Releases, Disclaimers, Liability Limits and Identification
Dispute Resolution and Arbitration
General Provisions

1. The Tilia Service

The Tilia Service is designed to allow you to:

a) make payments to the Publisher and other third parties supported by the Publisher for digital goods and services (“Digital Goods”);

b) use issued tokens on a Platform to use or access features or content within a Publisher’s Platform;

c) hold and load funds/value in a Stored Value Balance (as defined below, which may be in the form of USD or Earned Tokens) as compensation from the Publisher on whose Platform you create and sell content or otherwise enhance the value and experience of the Platform (such creators referred to hereunder as “Creators,” a subset of Users);

d) facilitate the use of in-Platform content, and access other related services within a Platform; and,

e) receive funds from Publishers as part of its rewards or revenue sharing programs, if applicable.

While the Tilia Service is integrated into certain selected Platforms, the Tilia Service is offered by Tilia and not by the Publisher of the relevant Platform. Tilia will provide services to the Publisher to enable it to accept card payments by you to it, so that you can, for example, (i) pay the Publisher for subscriptions; (ii) purchase in-Platform tokens (known as Purchased Tokens) which may be used to pay for in-Platform Digital Goods from the Publisher; (iii) make other payments to the Publisher, or, (iv) remit funds on behalf of the Publisher as part of its rewards or revenue sharing programs, if applicable.

Tilia is not responsible for the provision of the Platform itself or any experience within the Platform—just the Tilia Service. This means, for example, that Tilia is not responsible or liable for the Digital Goods offered and provided by Publishers to you.

Tilia does not have control of, or liability for, any Publisher or other third party content that is accessed using the Tilia Service or any products or services that are paid for using the Tilia Service. In the event of any conflict between the relevant Platform TOS and these Terms, these Terms will govern as between you and Tilia, and with respect to the Tilia Service.

As the different features of the Tilia Service that are enabled for a particular Platform will be determined by the relevant Publisher and Tilia, the Platform TOS applicable to that Platform may use slightly different terminology to refer to the Tilia Service features available through the Platform.

In accordance with and to the fullest extent permitted by applicable laws, Tilia has the right to change, limit access to, or eliminate any aspect(s), feature(s) or functionality of the Tilia Service in its sole discretion at any time without notice, and Tilia makes no commitment (express or implied) to offer, maintain, continue, or permit access to any aspect of the Tilia Service. Additionally, Tilia can authorize or decline a transaction effected with the Tilia Service for whatever reason (e.g., for suspected fraud or insufficient funds), restrict the number of transactions you may engage in over a period of time, or limit the amount of any transaction (either individually or in the aggregate over a period of time).

2. Our Relationship with You

2.1. Eligibility

In order to be eligible to access and use the Tilia Service, youmust (i) be eighteen (18) years of age or older, (ii) have the legal ability toenter into and be bound by these Terms and the relevant Platform TOS, (iii) have accepted the Platform TOS applicable to the particular Platform through which you are accessing the Tilia Service and remain eligible to access and use such Platform, (iv) comply with these Terms, and (iv) establish and maintain an active and valid user account with Tilia (“Tilia Account”).

To create a Tilia Account and/or access certain features or functionality of the Tilia Service, we may require you to provide us with certain personal information and documentation that will enable us to identify you and otherwise comply with applicable law (please see Section 2.4 Identity Verification below). For further details on what we may collect, please see our Privacy Policy.

You agree to provide accurate, current and complete information about yourself and to use the provided Tilia Account management tools to keep that information accurate, current and complete. We may request additional information from you in the future. We will review and validate the information you provide to us to ensure we have a reasonable belief of your identity. This is in accordance with our obligations under applicable anti-money laundering regulations.

We reserve the right to refuse, suspend, limit or terminate your access to all or a portion of the Tilia Service at any time in our sole discretion.

As the features and functionality of the Tilia Service provided through a particular Platform are specific to that Platform, you may need to create and maintain a Tilia Account in connection with each such Platform through which you wish to access the Tilia Service. Your Tilia Account may be in addition to any account you must maintain with a Publisher or other third party to use a Platform or access a payment method in connection with the Tilia Service, and terms and conditions applicable to those accounts in no way modify, lessen, or alter your obligations to Tilia under these Terms.

You may not sell, transfer or assign your Tilia Account (including any associated Stored Value Balance, as defined in Section 4 below) or any associated contractual rights, licences or obligations, to any third party without the prior written consent of Tilia.

2.2. Acceptable Use

When using the Tilia Service and/or Website, you must always do so for legal, authorized and acceptable purposes.

Your use and access of the Tilia Service is your choice and you are solely responsible for compliance with applicable local laws regarding your online conduct and acceptable content. You may not use the Tilia Service in a manner that conflicts with these Terms.

When you do business with us, you agree to comply with all applicable laws, regulations or ordinances, and orders of governmental and governing authorities, including data protection and anti-money laundering laws. You agree not to use your Tilia Account or other portion of the Tilia Service for any unlawful purpose.

When using the Tilia Service and/or Website, you will not:

use them in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or contravening these Terms;
violate or infringe the rights of Tilia, any of its group companies, our users, or other third parties, including rights in respect of privacy, intellectual property, or other proprietary rights;
provide false, inaccurate or misleading information;
engage in any potentially fraudulent or suspicious activity and/or transactions, including receiving money which may be fraudulent or adding money to your Tilia Account which may be linked to criminal activities;
refuse to cooperate with an investigation or provide any information we request, including with respect to verifying your identity;
transmit any communication, material or other content that is illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially or ethnically offensive, or which could instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes;
impersonate someone else;
seek to harm Tilia, our group companies, or any of our users or customers; or
access, use, copy, modify, distribute, display, otherwise exploit or prepare derivative works based upon and of the Tilia Service in impermissible or unauthorized manners, or in ways that harm us, our group companies, the Tilia Service, systems, users, or others. In particular you must not:
reverse engineer, alter, modify, create derivative works from, decompile, or extract code from the Tilia Service, except to the extent permitted by law;
send, store, or transmit viruses or other harmful computer code through or onto the Tilia Service;
gain or attempt to gain unauthorized access to our systems or those of our group companies;
create accounts for the Tilia Service through unauthorized means;
collect the information of or about our users in any impermissible or unauthorized manner; and/or
sell, resell, rent, or charge for the use of, the Tilia Service.

You are not permitted to use the Tilia Service if you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN sanctions, the European Union or HM Treasury's financial sanctions regimes (each a "Sanctioned Country"), or if you are a person on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List, or the EU or HM Treasury's financial sanctions regime (a "Sanctioned Person") or you intend to supply the Tilia Service to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person

2.3. Your Privacy

Protecting your privacy and your personal data is very important to Tilia. Our practices governing the collection and use of your personal data are detailed in our Privacy Policy. Please review this policy before you provide us with your personal data in order to better understand our commitment to maintaining your privacy, as well as our use of your personal data.

Your decision to use the Tilia Service is purely voluntary and optional. However, as detailed above, to use the Tilia Service, you must have a Tilia Account for which we require certain of your personal data to create. If you elect not to provide the requisite personal data, you will not be able to create a Tilia Account or access or use the Tilia Service.

As the Tilia Service is integrated into Platforms offered by Publishers, you may be asked to provide certain personal data to a Publisher or other third party in connection with your use of a Platform. Such information is subject to the privacy policy of the relevant Publisher or other third party.

2.4. Identity Verification

If you use certain aspects of the Tilia Service (specifically, holding a Stored Value Balance), applicable law requires that Tilia verify your identity. This means that Tilia requires you to provide certain personal information that will enable us to accurately identify you.

We may also ask you to provide certain documentation, e.g., driver’s license, at our sole discretion, at any time. For more information on how we use this information and your rights in respect of such use, please see our Privacy Policy.

You may be required to provide confirmation of ownership of your email address, financial instruments, your source of funds and/or you may have to verify your information against third party databases or other sources.

You authorize Tilia, directly or through third parties, to make any inquiries we consider necessary to validate your identity and the information you provide to us.

It is your responsibility to keep us updated of changes to your information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to:

a) contact you regarding your Tilia Account;

b) comply with applicable laws; and/or

c) let you know about changes to these Terms.

Tilia reserves the right to close, suspend, or limit access to your Tilia Account and/or the Tilia Service in the event we are unable to obtain or verify information or your identity.

2.5. Security

You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access your Tilia Account or the Tilia Service.

You must not allow another person to:

a) to use or otherwise access the Tilia Account assigned to you.

b) use security information related to your Tilia Account;

c) write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognize any of that information;

d) disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.

Any loss or compromise of your electronic device or your security details may result in unauthorized access to or use of your Tilia Account by third parties and the loss or theft of any funds and any associated accounts, including your bank account(s), account(s) held with payment service providers and electronic money issuers and/or payment card(s).

You therefore must keep your security details safe at all times.

You are fully responsible for all activity that occurs on your Tilia Account. Tilia is not responsible for transactions that are effected using your Tilia Account if someone accesses your Tilia Account, IDs, passwords, or other codes necessary to access your Tilia Account, or any losses that you may suffer therefrom.

If you suspect that your Tilia Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Tilia (together a "Security Breach"), you must notify us as soon as possible by email at: [email protected], or by calling us at: (855) 983-4646 (international charges may apply).

We are not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment you use to access the Tilia Service, or any phishing, spoofing or other attack related to your use of the Tilia Service. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.

3. Payment Processing Service

Tilia offers a service through which you may, using payment methods supported by Tilia, make payments to the relevant Publisher or other users of the Platform for products or services offered within the Platform and/or other amounts owed to the Publisher (such service, the “Payment Processing Service”).

In offering the Payment Processing Service, Tilia’s responsibilities to you are limited to remitting payment successfully received by Tilia from you to the relevant Publisher or user. Tilia is not responsible for any product or service purchased through your use of the Payment Processing Service, or for the amount or validity of any amount that may be charged by the relevant Publisher or user.

If the Payment Processing Service is enabled for a Platform that you use, you will be directed to a Tilia-hosted dialog box after selecting the option on the Platform to make a payment, at which time you will have the option to complete the transaction using one of the payment methods that Tilia supports. The different payment methods supported by the Payment Processing Service, such as credit cards, debit cards, etc., will be determined by Tilia in its sole discretion, and Tilia reserves the right to limit the payment methods made available for any particular transaction.

You may need to have an existing account or other access device in order to use a particular payment method, or meet other specific conditions imposed by the company responsible for offering such payment method (each a "Payment Services Provider" or "PSP"). Additionally, the PSP might have its own terms and conditions (including a privacy policy) that also apply to you and your use of the relevant payment method, even when such payment method is accessed through the Payment Processing Service. Tilia is not responsible for any terms and conditions, privacy policy, other policies and procedures, or any act or omission of any PSP.

In order to conduct a payment through the Payment Processing Service, you will need to provide your payment or account information, and any other information, required by Tilia and the PSP you have selected. The information required and the manner in which your transaction will be processed will vary depending upon the payment method you select. You are responsible for providing accurate transaction and payment information (including any relevant PSP credentials, preferences, or log-in information) in connection with your use of the Payment Processing Service. If you fail to provide accurate transaction or payment information, Tilia will not be able to complete the payment transaction. You acknowledge that it is your responsibility to ensure that your credit or debit cards or other access devices accepted by Tilia continue to be valid and sufficient for such purposes and remain responsible to Tilia for the amount of any chargeback or returned payment. Without limiting any other rights or remedies of Tilia, Tilia may exercise its termination rights as provided in Section 9 of these Terms in the event of non-payment.

Once you complete and submit the requested information to Tilia, Tilia will forward the relevant information you provide to the selected PSP, which will then authorize or decline the transaction according to its own processes and rules. If the transaction is authorized, the PSP will debit your account or designated funding source for the amount of the transaction (including any fees owed to Tilia for using the Payment Processing Service). Upon Tilia's receipt of those funds from the PSP, Tilia will remit such amount (less any amounts owed to Tilia) to the Publisher in accordance with the payment terms established between Tilia and the Publisher or to the other user of the Platform. Payments made to a Publisher through your use of the Payment Processing Service will be credited by the Publisher in accordance with the terms and conditions established by the Publisher. Please contact the Publisher for further information. We are not responsible for any delay with respect to when payments made to a Publisher will be credited to you, or any failure of a Publisher to accept or properly process any funds remitted to it. Once accepted by Tilia, you may not cancel a payment made through the Payment Processing Service or obtain a refund from Tilia for any such payment. In the event that you wish to obtain a refund of any payment made, you must contact the relevant Publisher, and the availability of any refund will be subject to the relevant Platform TOS and the determination of the relevant Publisher.

By using the Payment Processing Service, you authorize Tilia to:

accept and remit payments made by you using the payment methods supported by Tilia for purchases or other transactions enabled for the particular Platform or for amounts owed to the relevant Publisher or user plus any applicable taxes Tilia is required to collect or fees owed to Tilia;
provide your payment and/or account information, and any other information you have provided to Tilia, to the PSP you have selected as may be required to process your requested transaction;
automatically charge, in accordance with the instructions you provide for any recurring payments, the credit or debit card or other payment method you have associated with your Tilia Account in order to pay recurring amounts to the relevant Publisher, as well as any applicable taxes Tilia is required to collect or fees owed to Tilia; and,
maintain and utilize your PSP credentials, preferences, and log-in information.

4. Stored Value Balance

4.1. General

Tilia may offer a Stored Value Balance associated with your Tilia Account, which is a stored value account issued by Tilia in which you hold funds.

The Stored Value Balance services provided to you by Tilia are a hosted digital balance maintained by Tilia enabling you to store funds or Earned Tokens (defined below) electronically (the "Stored Value Balance"); and certain payment services enabling you to do the following:

a) receive funds or Earned Tokens electronically in accordance with Section 4.2 below (i.e., funds can be received into the Stored Value Balance from you, other Platform users, the Publisher, or as a result of the exchange of Earned Tokens issued by Tilia on a Platform); and,

b) redeem funds held in the Stored Value Balance in accordance with Section 4.3 below.

Depending on our arrangement with the Publisher, your Stored Value Balance may hold funds denominated in fiat or Earned Tokens, defined in Section 5 below, and we will show the balance that you hold, to the extent applicable. The default fiat for the Stored Value Balance will be United States Dollars (“USD”).

The use of each Stored Value Balance is limited to the Platform in connection with which it is issued, meaning that it may not be used to make payments to any other Publisher, or through any other Platform, with which the Tilia Service is integrated.

You will not grant to any third party any security interest in your Stored Value Balance.

4.2. Crediting the Stored Value Balance

When you engage in activities on a Platform that enable you to earn compensation from the Publisher pursuant to the Platform TOS, e.g., creating Digital Goods, completing tasks, or otherwise enhancing the experience of a Platform, you are referred to as a “Creator” and such activity is hereinafter referred to as “Compensable Activity.” Such compensation can be in the form of a load to your Stored Value Balance (or in the form of Earned Tokens, as defined below, in a token-based economy).

Tilia will fund your Stored Value Balance as instructed by Publisher. Funding will not take place until Tilia has successfully completed necessary checks to comply with applicable law and its internal risk management processes and only when funds to support the Stored Value Balance load have been received by Tilia from the Publisher.

Depending on the Platform, you may also fund your Stored Value Balance denominated in fiat using any of our supported payment methods, which are set out and available on the Platform, such as credit or debit card or bank transfer.

Any associated fees (if applicable) will be published on the Platform.

Due to legal or regulatory reasons, we may need to impose certain restrictions on the methods you can use to pay money into your Stored Value Balance. We will try to keep you informed of any such changes.

The Stored Value Balance is not a deposit or investment account.

Fund we receive associated with your fiat-denominated Stored Value Balance will be deposited in a secure account, specifically for the purpose of redeeming transactions made from your Stored Value Balance. Funds will not be insured to you by the Federal Deposit Insurance Corporation or any other entity, and you will not be entitled to any interest with respect to such funds. In the event that we become insolvent, funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.

4.3. Withdrawals and Redemptions

Subject to compliance with applicable law and our risk management processes, You may redeem all or part of any fiat-denominated balance held in your Stored Value Balance at any time. With respect to a Stored Value Balance denominated in Earned Tokens, only Earned Tokens acquired from the completion of Compensable Activity may be redeemed for fiat, either to fund your fiat-denominated Stored Value Balance or to be paid out directly to Your external financial account. Digital Tokens that are “unearned” may not be redeemed for fiat.

Subject to compliance with applicable law and our risk management processes, funds will be transferred to your bank account or payment service provider which you have identified to us and which we support. For Earned Tokens, funds will be transferred to your Stored Value Balance denominated in fiat or may be sent directly to Your external financial account that is supported by Tilia. Prior to loading your Stored Value Balance denominated in fiat, it is your responsibility to determine if funds can be transferred to the relevant payment service provider as certain payment service providers (e.g., PayPal) do not offer services in every jurisdiction.

We will charge a redemption fee (a “Redemption Fee”) upon redemption of your Stored Value Balance. This fee is set out in the Fee Schedule published on the Website (which shall include the relevant Publisher platform).

Prior to redeeming funds from your Stored Value Balance, we may conduct checks for the purposes of preventing fraud, money laundering, terrorist financing and other financial crimes. You may be prevented or delayed from withdrawing funds in the Stored Value Balance until those checks are completed to our reasonable satisfaction in order to comply with our regulatory requirements. If we find that you have been engaged in fraud, money laundering, terrorist financing or other financial crimes, you may lose all rights to any funds derived from such activity.

The redemption request will be subject to a fee payable to Tilia, and the redemption will be processed within approximately five (5) to ten (10) business days following the request but may take up to thirty (30) days to process.

If these Terms are terminated or your Tilia Account is closed for any reason, we will redeem any funds remaining in your Stored Value Balance and transfer funds to the external financial account you have registered with us.

Tilia has a right of set-off; therefore, if you owe Tilia fees or any other amount, we are permitted to take the amount you owe us from your Stored Value Balance.

You are responsible for paying taxes or costs that apply to payments you make or receive through your Stored Value Balance and Tilia is not responsible for collecting these from you.

4.4. Transactions Involving the Stored Value Balance

If applicable on a particular Platform, where a transaction is initiated from your Stored Value Balance using your security credentials, we will assume that you authorized such transaction, unless you notify us otherwise.

If you believe that a transaction using your Stored Value Balance has been carried out that you did not authorize (an "Unauthorized Transaction"), or if you have reason to believe that a transaction using your Stored Value Balance has been incorrectly carried out or is not complete (an "Incorrect Transaction"), you must contact us as soon as possible.

It is important that you regularly check your Stored Value Balance and your transaction history to ensure any Unauthorized Transactions or Incorrect Transactions are identified and notified to us at the earliest possible opportunity.

We are not responsible for any claim for Unauthorized Transactions or Incorrect Transactions unless you have notified us in accordance with this Section 4.4, in which case we set out below our respective responsibilities.

As further described below, we are not responsible for any claim for Unauthorized Transactions or Incorrect Transactions if you have acted fraudulently, intentionally, carelessly or with negligence and this has resulted in the Unauthorized Transactions or Incorrect Transactions.

During any investigation of any actual or potential Unauthorized Transactions or Incorrect Transactions, we reserve the right to suspend your Stored Value Balance to avoid further losses.

If an Unauthorized Transaction occurs as a result of Tilia’s failure, we will refund you the amount of that transaction by no later than the end of the next business day after becoming aware of the Unauthorized Transaction and restore your Stored Value Balance to the state it would have been in had the Unauthorized Transaction not taken place.

Generally, you will not be liable for losses incurred after you have notified us of the Unauthorized Transaction or if we have failed at any time to provide you with the means for notifying us.

We may charge you for the first $20 of any losses you incur in respect of an Unauthorized Transaction which arises from the use of lost or stolen credentials (for example when you have failed to keep the login details secure), and if you are fraudulent, or you intentionally or negligently fail to carry out your obligations under these Terms and this results in Unauthorized Transactions (for example, if you deliberately share your email and password with a third party, or are careless or negligent in keeping your email and password secure), you may be liable for all resultant losses incurred as a result of any such Unauthorized Transactions, not just the first $20.

Where there is a dispute between us regarding whether or not a transaction is an Unauthorized Transaction, we may (but are not obliged to) temporarily credit your Stored Value Balance while we settle the dispute.

Where we determine that the transaction was authorized, we may reverse that credit and correct errors made in any statement of Stored Value Balance without prior notice to you, although please note that during this period your Stored Value Balance may be temporarily locked to avoid further Unauthorized Transactions. You will also be liable to us (as a debt) for any funds you have transferred which were temporarily credited to your Stored Value Balance.

Where an Incorrect Transaction is made because of our action or error we shall refund to you the amount of that transaction without undue delay and restore your Stored Value Balance to the state in which it would have been had the Incorrect Transaction not taken place. We will also endeavour to provide you with reasonable notice where possible. We will also pay any charges for which we are responsible. Irrespective of our liability, on your request, we shall try to trace any Incorrect Transaction initiated by you free of charge. However, we cannot guarantee that we will be able to trace such transactions.

5. Digital Tokens

5.1. Issuance

Where supported by the Publisher in a token-based economy, the Tilia Service may include Tilia issuing (or managing Publisher’s issuance of) digital tokens to you, which can be used to access services and content within a Platform (“Digital Tokens”). Furthermore, Digital Tokens that are acquired by you engaging in Compensable Activities on an applicable Platform are “Earned Tokens” and deemed stored value in accordance with Section 4 (Stored Value Balances). If there are any inconsistencies between the two sections, then Section 4 controls. Digital Tokens which may only be used and redeemed for content and services within a Platform are deemed “Purchased Tokens.” Purchased Tokens can never be redeemed for fiat and cannot be utilized outside the Platform for which they are created. Depending on a Platform, Digital Tokens may be used as a mechanism to track Compensable Activities. Earned Tokens and Purchased Tokens will have naming conventions that are specific to a Publisher’s Platform.

The manner in which you obtain access or use the Digital Tokens will depend on the Publisher and will be disclosed to you by the Publisher in the Platform ToS or on the Website.

5.2. Accumulating Earned Tokens

As indicated above, in the case of token-based economies, Creators may also receive compensation in the form of Earned Tokens for Compensable Activities. Earned Tokens are issued by Tilia. Earned Tokens may be redeemed for fiat (e.g., USD).

5.3. Using Digital Tokens

The use of each Digital Token is limited to the Platform in connection with which it is issued, meaning that it may not be used or transferred to any other Publisher, or through any other Platform, with which the Tilia Service is integrated.

Digital Tokens may not be sublicensed, encumbered, conveyed or made subject to any right of survivorship or other disposition or use by operation of law or otherwise and you agree that any attempted disposition or use of such Digital Tokens in violation of these Terms is null and void.

5.4. Termination of Access to Digital Tokens

We may revoke or terminate your access to Digital Tokens (other than Earned Tokens) in the event that:

a) the Digital Token program is suspended or terminated by the relevant Publisher;

b) we reasonably suspect or know that fraud or other illegal conduct is associated with your Tilia Account or your use of your Tilia Account or any aspects of the Tilia Service;

c) you have breached the relevant Publisher’s terms of service;

d) the Publisher of the relevant Platform directs us to terminate your access to Digital Tokens; and/or

e) these Terms are terminated.

6. Disbursements

On Platforms where Publishers pay Creators directly for Compensable Activity, Tilia facilitates the transfer of funds from the Publisher to the Creator's external financial account (each such transfer called a “Disbursement”). All Disbursements are made pursuant to instructions received by Tilia from the Publisher and are subject to applicable law and Tilia’s risk management processes.

7. Intellectual Property and Licenses

7.1. Our Content

The Tilia Service, and all of the content and technology used to provide it to you, including, without limitation, our Website, Tilia, all logos related to the Tilia Service, patents, copyrights, trademarks, service marks, trade names, and any other intellectual or other proprietary rights recognised in any jurisdiction (”Content”) are owned or controlled by Tilia, our affiliates, licensors, or certain other third parties. All right, title, and interest in and to the Content is the property of Tilia, our affiliates, our licensors or certain other third parties, and is protected by copyright, trade mark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible existing in the US and all other jurisdictions. Tilia owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Tilia Service.

7.2. What you Own

Throughout our relationship with you, you retain ownership of the details, information or other data you submit for your Tilia Account or through the use of the Tilia Services. You also have the right to grant the rights and licences in these Terms as further detailed below.

7.3. License to Us

In order for us to provide the Tilia Service to you to the best of our ability, you grant Tilia a worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, and display the information (including any content) that you upload, store, send, or receive on or through the use of the Tilia Services. We will only use such rights for the limited purpose of providing the Tilia Services.

7.4. License to You

In order for you to receive the Tilia Services at the best standard, we grant you a revocable, non-exclusive, non-sublicenseable and non-transferable license to use the Tilia Services for the sole purpose for which they were created, subject to and in accordance with these Terms. No other licenses or rights are granted to you by implication or otherwise.

7.5. Infringement

If you believe the intellectual property rights in our Content are being infringed by a third party, please contact us immediately using the contact details provided in these Terms. If we believe you are infringing the intellectual property rights in our Content or the intellectual property of another, we may terminate your Tilia Account and these Terms with immediate effect.

8. Communications

8.1. Communications from and to You

All notices given by you to Tilia or required under these Terms shall be mailed to the address found on this page or emailed to [email protected].

You acknowledge that to fully use the Tilia Service, we must be able to send to you electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with the use of the Services. Communications include:

a) These Terms of use, including updates to these Terms as discussed above;

b) account details, history, transaction receipts, confirmations, and any other account or transaction information;

c) legal and/or, regulatory disclosures or statements we may be required to make available to you; and

d) responses to claims or customer support inquiries filed in connection with your Tilia Account.

We will provide these Communications to you by posting them on the Tilia Website, emailing them to you at the primary email address listed in your Tilia Account, and/or through other electronic communication such as text message or mobile push notification.

It is your responsibility to provide us with a true, accurate and complete email address and contact information, and to keep such information up to date. You understand and agree that if we send you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out-of-date, blocked by your service Publisher, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you.

In addition to electronic communication, Tilia may communicate with you, including giving notice to or obtaining consent from you, through the Tilia Service or Website or by written mail communication to the address on record for your Tilia Account.

For questions or complaints regarding payments made to Tilia or any other aspect of the Tilia Service, please contact Tilia Customer Service at [email protected]. When contacting us by telephone, you will not be bound to pay more than the basic rate (i.e., the simple cost of connection).

9. Term and Termination

9.1. Term

These Terms shall commence on the date you receive confirmation from us of your successful application for Tilia Services and will continue until terminated by you, the Publisher, or Tilia.

9.2. Termination for Cause

We may: (a) refuse to complete, or block, cancel or reverse a transaction you have authorized (even after funds have been debited from your Stored Value Balance); (b) suspend, restrict, or terminate your access to any or all of the Tilia Service; and/or (c) deactivate or cancel your Tilia Account with immediate effect for cause, including but not limited to where:

i. we reasonably believe that we need to do so in order to protect our reputation;

ii. we are, in our reasonable opinion, required to do so by applicable law, regulation or any court or other authority to which we are subject in any jurisdiction;

iii. you breach an important part of these Terms, or repeatedly breach any provision in the Terms and ‎fail to resolve the matter in a timely manner;

iv. we have concerns that a transaction is erroneous or about the security of your Tilia Account or Stored Value Balance or we suspect the Tilia Services are being used in a fraudulent or unauthorized manner;

v. we suspect money laundering, terrorist financing, fraud, or any other financial crime;

vi. we are unable to satisfy our due diligence requirements under applicable law;

vii. you breach the relevant Publisher’s terms of service;

viii. the Publisher of the relevant Platform directs Tilia to terminate your access to any aspect of the Tilia Service;

ix. use of your Tilia Account or Stored Value Balance is subject to any pending litigation, investigation, or government proceeding and / or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; and / or

x. you take any action that may circumvent our controls.

We may also refuse to complete or may block, cancel or reverse a transaction you have authorized where there are insufficient funds in your Stored Value Balance to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction.

9.3. Termination for Convenience

We may suspend, restrict, or terminate your access to any or all of the Tilia Service and/or deactivate or cancel your Tilia Account, without reason by giving you two months’ notice. In such event, any funds associated with your Tilia Account will be subject to redemption in accordance with Section 4.3.

9.4. Termination by Publisher

On receipt of notification by us from the Publisher that it wishes to terminate the Tilia Service, your use of the Tilia Service will also terminate.

Any funds in your Stored Value Balance will be transferred to your external financial account in accordance with these Terms. You must pay immediately all outstanding fees due under these Terms and in the event of a negative balance in the Stored Value Balance, you must reimburse us such amount equal to the negative balance.

9.5. Termination – General

You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Tilia Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.

You are not permitted to use the Tilia Services or your Tilia Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the Website for you accordingly.

If we suspend or close your Tilia Account or terminate your use of Tilia Services for any reason, we reserve the right to require you to re-complete the procedures outlined at Section 2.4 (Identity Verification) before permitting you to transfer funds.

9.6. Closing Your Tilia Account

You may close your Tilia Account at any time by following the instructions in your Tilia Account profile or terminating your account associated with the relevant Platform, unless prohibited by applicable law. Upon terminating your Tilia Account, we will cancel any transactions that you have pending, you will no longer be able to access the Tilia Service, and we will have no further obligation or liability to you under these Terms. Unless Tilia elects to process redemptions of the Stored Value Balance, you shall not be entitled to any compensation or other payment, remedy, recourse or refund upon terminating your Tilia Account. If you have funds associated with a Stored Value Balance, we will process redemptions at our discretion in accordance with Section 4.3.

You may not close your Tilia Account to evade an investigation. If you attempt to close your Tilia Account while we are conducting an investigation, we may hold any unused funds associated with your Stored Value Balance for up to 180 days to protect Tilia, its affiliates, a Publisher, or any other third party against the risk of any reversals, chargebacks, claims, fees, fines, penalties, and other liability. You will remain liable for all obligations related to your Tilia Account even after your Tilia Account is closed.

9.7. Abandoned Property

If you leave funds in your Stored Value Balance unused for the period of time set forth by your state, country, or other governing body of residence in its unclaimed property laws, or if you close your Tilia Account and leave funds in your Stored Value Balance, or if we terminate your Tilia Account and you do not meet any conditions necessary to reinstate it within six (6) months, we may process your funds in accordance with our legal obligations, including by submitting your funds to the appropriate governing body as required by law.

10. Fees

You agree to pay the applicable fees listed on our Fee Schedule published on the Website (which shall include the relevant Publisher platform) (”Fees”) for use of the Tilia Service.

Banks and other payment service providers may charge a transaction and/or foreign exchange fee on your transactions. You should check with your card issuer or payment service Publisher for further details.

All Fees are charged at the time we process a transaction and are applied to the payment method you select. We reserve the right to change our Fees upon thirty (30) days’ advance notice. By continuing to use the Tilia Service after a change in the Fees, you hereby agree to such change. All Fees, charges, and payments collected or paid are denominated in USD.

11. Customer Complaints – Money Transmission Activity

11.1. Alaska Users

If your issue is unresolved by Tilia LLC (855) 983-4646, please submit formal complaints with the State of Alaska, Division of Banking & Securities.

Please download the form here: https://www.commerce.alaska.gov/web/portals/3/pub/DBSGeneralComplaintFormupdated.pdf

Submit formal complaint form with supporting documents:

Division of Banking & Securities PO Box 110807 Juneau, AK 99811-0807

If you are an Alaska resident with questions regarding formal complaints, please email us at [email protected] or call Nine Zero Seven Four Six Five Two Five Two One.

11.2. California Users

If you have complaints with respect to any aspect of the money transmission activities conducted at this location, you may contact the California Department of Financial Protection and Innovation at its toll-free telephone number, 1-866-275-2677, by e-mail at [email protected], or by mail at the Department of Financial Protection and Innovation, Consumer Services, 2101 Arena Boulevard, Sacramento, CA 95834.

11.3. Florida Users

If you are a user in the State of Florida and you have an unresolved complaint regarding Tilia’s money transmission activity after first contacting Tilia, please direct your inquiry to: Florida Office of Financial Regulation, 200 E. Gaines Street, Tallahassee, FL 32399-0376. The Office of Financial Regulation’s toll-free telephone number is 1-800-848-3792.

11.4. Maryland Users

The Commissioner of Financial Regulation for the State of Maryland will accept all questions or complaints from Maryland residents regarding Tilia Inc., license number 1272156, at Commissioner of Financial Regulation, Attention: Consumer Services Unit, 500 North Calvert Street, Suite 402, Baltimore, Maryland 21202. The Commissioner’s toll-free telephone number is: 1-888-784-0136.

11.5. Texas Users

If you have a complaint, first contact Tilia’s customer support by email at [email protected] or by phone at 1-855-983-4646. If you still have an unresolved complaint regarding Tilia’s money transmission activity, please direct your complaint to the attention of: Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705; 1-877-276-5554 (toll-free in the U.S.). Please visit www.dob.texas.gov for more information.

12. Releases, Disclaimers, Liability Limits and Identification

12.1. Release of Liability

Tilia does not control and is not responsible for anything other than the Tilia Services. If you have a dispute regarding anything other than the Tilia Services provided to you by Tilia, including, but not limited to, any disputes with other users of the Tilia Service or Platform Publishers or regarding content on Platforms created or posted by other Platform users, neither we nor, our affiliates, and each of our, or their, respective officers, directors, agents, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes.

If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

12.2. Tilia Service Provided on an “As is” Basis

TILIA PROVIDES THE TILIA SERVICE, INCLUDING WITHOUT LIMITATION ANY SOFTWARE, PROGRAMS, DOCUMENTATION, TOOLS, INTERNET-BASED SERVICES, COMPONENTS, THE WEBSITE, TILIA’S SERVERS, ANY UPDATES TO ANY OF THE FOREGOING, AND YOUR ACCOUNT, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT, INCLUDING DIGITAL TOKENS OR STORED VALUE BALANCES.

Tilia does not ensure continuous, error-free, secure or virus-free operation of the Tilia Service or any component thereof, the Website, Tilia's servers (the "Servers"), or your Tilia Account, and you understand that you shall not be entitled to refunds or other compensation based on Tilia's failure to provide any of the foregoing other than as explicitly provided in these Terms.

Some jurisdictions do not allow the disclaimer of implied warranties and, to that extent, the foregoing disclaimers may not apply to you.

12.3. Tilia Service Interruptions and Data Loss

Tilia may on occasion need to interrupt the Tilia Service with or without prior notice. Tilia will, where possible, endeavour to provide prior notice. You agree that Tilia will not be liable for any interruption of the Tilia Service, and you understand that except as may otherwise be specifically provided in these Terms, you will not be entitled to any refunds of fees or other compensation for interruption of the Tilia Service. Likewise, in the event of data loss, we will not be liable for any purported damage or harm arising therefrom. Tilia owns the bits and bytes of electronic data stored on Tilia’s servers (the “Servers”), and accordingly will not be liable for any deletion, corruption or data loss that occurs in connection with the Tilia Service. Tilia will solely determine any disposition of the electronic data stored on the Servers and will have no obligation to reproduce, process, transfer, extract or recreate any data from the Servers, except in accordance with applicable law.

The Tilia Service is subject to scheduled and unscheduled service interruptions and loss of server data, which you do not own and for which you will not hold us liable.

12.4. Limited Liability

Tilia’s total aggregate liability to you for any individual claim or series of connected claims for losses, costs, liabilities or expenses which you may suffer arising out of, or in connection with, any breach by Tilia of these Terms shall be limited to a maximum aggregate value of the funds held in your Stored Value Balance at the time of the relevant claim. Where we are considering a specific claim relating to a specific transaction this sum shall be further limited to the purchase / sale amount (as relevant) of the transaction in dispute.

In addition to the liability cap in this Section 12.4, in no event shall we, our affiliates or service Publishers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with these Terms or otherwise:

a) consequential, indirect or special losses or damages;

b) loss of profits, loss of business or loss of business opportunity;

c) loss as a result of any failed payment due to insufficient funds in your Tilia Account;

d) losses incurred as a result of abnormal or unforeseeable circumstances outside our reasonable control, including delays or failures caused by problems of another system or network, mechanical breakdown, industrial action or a pandemic;

e) losses incurred where a law, or guidance or instruction from an governmental authority, requires us to take action, for example to terminate these Terms and close your Tilia Account; or

f) any other loss or damage to the extent that such loss or damage is caused or contributed to by you, or is a result of the failure by you to comply with these Terms.

The limitation of liability in this Section 12.4 is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Tilia Service. Nothing in these Terms shall limit our liability resulting from our fraud or fraudulent misrepresentation or for death or personal injury resulting from either our or our subcontractors’ negligence.

12.5. Indemnity

You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and / or our enforcement of these Terms or your violation of any law, rule or regulation, or the rights of any third party.

13. Dispute Resolution and Arbitration

13.1. Notifications of Dispute

Our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. If any controversy, allegation or claim arises out of or relates to the Tilia Service, the Website(s), the Content, these Terms, your decision to enter into these Terms, or any Additional Terms (collectively, “Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. However, if no such information exists or if such information is not current or correct, then we have no obligation under this section. Your notice to us must be sent to: Tilia Inc., 548 Market St. PMB 59201, San Francisco, California 94104-5401 US, Attention: General Counsel. For a period of sixty (60) days from the date of receipt of notice from the other party, Tilia and you will engage in a dialogue in order to attempt to resolve the Dispute, though neither party is required to resolve such dispute on terms which each party, in its sole discretion, is uncomfortable. Arbitration Procedure

IF WE CANNOT RESOLVE A DISPUTE WITHIN SIXTY (60) DAYS OF RECEIPT OF SUCH NOTICE, THEN EITHER YOU OR WE MAY ELECT TO SUBMIT THE DISPUTE TO FORMAL ARBITRATION AS HEREINAFTER DESCRIBED. WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.

Further, you and Tilia agree that, should resolution of the Dispute(s) occur in arbitration, such Dispute(s) will be arbitrated only on an individual basis and will not be consolidated with any other arbitration or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to this arbitration provision holds that this restriction, limiting the arbitration to Dispute(s) between you and Tilia, is unenforceable, then our agreement above to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 14.5 (Law and Venue).

Should either you or Tilia elect to resolve the Dispute by way of binding arbitration, the arbitration shall proceed in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association ("AAA"), except that in no event shall the arbitration proceed as a class or representative action. If the Dispute has a claimed value of not more than $10,000,000, then the arbitration will be heard and determined by a single, neutral arbitrator who is a retired judge or a lawyer with not less than ten (10) years' experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA's Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $10,000,000, then the arbitration will be heard and determined by a three (3) member panel, with one member to be selected by each party and the third (who will chair the panel) selected by the two (2) party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these Terms and any Additional Terms, will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award.

If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a "demand for arbitration," then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") using JAMS' streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and a legal officer of Tilia consent to in writing, except, as noted above, that in no event shall the arbitration proceed as a class or representative action. The substantive practice area requirements for the arbitrator and the $10,000,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above will also apply to any such arbitration under JAMS or other arbitration service.

You can obtain AAA and JAMS procedures, rules, and fee information as follows:

AAA: 1.800.778.7879 or www.adr.org

JAMS: 1.800.352.5267 or www.jamsadr.com

All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If the Dispute has a claimed value of not more than $250,000, an arbitration hearing will be conducted, at your election, either by telephone (or other mutually agreeable remote technology) or in the City and County of San Francisco, California. If the Dispute has a claimed value of more than $250,000, the arbitration will be conducted in the City and County of San Francisco, California. You and we will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules (including any rules regarding hardship); but if applicable arbitration rules or laws require Tilia to pay a greater portion or all of such fees and costs in order for this arbitration provision to be enforceable, or if the arbitrator(s) determine that you would experience an extreme hardship by paying your share of arbitration fees and costs prior to resolution of the Dispute, then Tilia will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator's decision must consist of a written statement stating the disposition of each claim of the Dispute and must provide a statement of the essential findings and conclusions on which the decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act. The arbitrator must honor the terms of these Terms (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys' fees) consistent with applicable law.

14. General Provisions

14.1. Amendments

We may change these Terms at any time in our sole discretion to the extent permitted by law. If we modify these Terms, we will post the modification on the Website and/or provide you notice of the modification by email or conspicuous notification, such as a popup, on the Platform and, in the event any such modifications decrease your rights or increase your obligations, will do so prior to such modification taking effect.

When we change these Terms, the then-current version of these Terms supersedes all prior versions and governs your access to and use of the Tilia Service. If you continue to maintain your Tilia Account or use any portion of the Tilia Service following any change, you are deemed to have accepted and agreed to any changes, as of the effective date of any such change. If you do not wish to be bound to the changes, you must close your Tilia Account (see Section 9.6 for details) and cease using the Tilia Service.

If any part of these Terms are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.

You can obtain a copy of the current Terms here or by e-mailing a request to us at [email protected].

14.2. Entire Understanding and Agreement

Any headings or descriptive summary sentences contained in these Terms are for convenience only and shall not affect the interpretation of these Terms. Additionally, the terms “include” and “including” are not limiting. As used in these Terms, references to a determination made in Tilia’s discretion means that the determination will be made by Tilia in accordance with its good faith business judgment. If any provision of these Terms shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.

These Terms (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and us as to the subject matter hereof, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms), and every nature between and among you and Tilia.

14.3. Assignment

You may not transfer or assign any rights or obligations you have under these Terms without our prior written consent. You may not transfer or sublicense any licenses granted by Tilia in these Terms without our prior written consent.

We may transfer or assign our rights licences, interests and/or our obligations at any time, including as part of a merger, acquisition or other corporate reorganisation involving Tilia, provided that this transfer or assignment does not materially impact the quality of the Tilia Service you receive. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

In the event that Tilia is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including these Terms) as part of such merger, acquisition, sale, or other change of control.

14.4. Inconsistency

In the event of a conflict or inconsistency of a provision in these Terms and a provision in any other document or agreement, the provision that is most favourable to Tilia shall govern and control.

If any provision of these Terms is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.

We may not always strictly enforce our rights under these Terms. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.

14.5. Law and Venue

These Terms and the relationship between us shall be governed by the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Further, you and Tilia agree to submit to the exclusive personal jurisdiction and venue of the courts located in the City and County of San Francisco, California, except as provided in Section 13 regarding arbitration.

These Terms and any information or notifications that you or we are to provide should be in English. Any translation of these Terms or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of these Terms or other documents shall prevail.

All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms, including, without limitation, the Sections relating to suspension or termination, the Tilia Account cancellation, debts owed to Tilia, general use of the Website, disputes with Tilia, and general provisions will continue to be binding and operate after the termination or expiration of these Terms.

14.6. No Equitable or Injunctive Relief

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES OR DAMAGES IN CONNECTION WITH YOUR USE OF THE TILIA SERVICE, THEN THE LOSSES AND DAMAGES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, PRODUCT, TILIA SERVICE, PLATFORM, PROVIDER OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, OR CONTROLLED BY TILIA OR A LICENSOR OF TILIA.

14.7. Attorneys’ Fees and Costs

All claims you bring against Tilia must be resolved in accordance with Section 13, Dispute Resolution and Arbitration, except as expressly provided therein. All claims filed or brought contrary to the Dispute Resolution and Arbitration section shall be considered improperly filed and a breach of these Terms of Service. Should either party file a claim contrary to the Dispute Resolution and Arbitration section, the other party may recover attorneys’ fees and costs up to one thousand USD ($1,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.