IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: PART F, SECTIONS 2-5, OF THESE PROCESSOR TERMS PROVIDES THAT CERTAIN CLAIMS BETWEEN YOU AND TILT WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND WILL NOT BE DECIDED BY A JURY OR JUDGE. YOU HAVE THE RIGHT TO OPT OUT OF THIS PART OF THE PROCESSOR TERMS BY SENDING US THIS FORM FULLY COMPLETED IN ACCORDANCE WITH PART F, SECTION 6, WITHIN 90 DAYS OF AGREEING TO THESE PROCESSOR TERMS. WHEN YOU OPT OUT UNDER THE PROCESSOR TERMS, YOUR OPT OUT WILL ALSO APPLY TO THE TILT TERMS.
PLEASE READ THESE PROCESSOR TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF CLAIMS, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Last Updated: August 5, 2016
These terms and conditions (“ Processor Terms ”) govern the manner in which the Payment Services are provided by the Processors in connection with your use of the Tilt Services, and constitutes a binding legal agreement between you and Tilt. You are also hereby contracting with unaffiliated third party Processors in connection with these Processor Terms, and in certain jurisdictions such as the European Union, you may be contracting with a local affiliate of Tilt, all as described more fully below. These jurisdictions and the local affiliate with whom are you are contracting are set forth in Part A, Section 4, “Local Contracting Entity”, of these Processor Terms. If you initially reside in a Designated Country, but subsequently change to a different Designated Country, you will contract with any applicable local payments entity, from the date on which you change your Designated Country. Tilt and any other Local Contracting Entity are each hereinafter referred to as “Tilt Payments”, “we”, “us”, or “our”. The Tilt Terms separately govern your use of the Tilt Services.
YOU ACKNOWLEDGE AND AGREE THAT, BY USING THE PAYMENT SERVICES, YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE PROCESSOR TERMS AND THE APPLICABLE TERMS OF THE THIRD PARTY PAYMENT PROCESSORS. IF YOU DO NOT AGREE TO THESE PROCESSOR TERMS OR THE APPLICABLE THIRD PARTY PAYMENT PROCESSOR TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PAYMENT SERVICES. If you accept or agree to these Processor Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Processor Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
All capitalized terms shall have the meaning set forth in the Tilt Terms unless otherwise defined in these Processor Terms. All capitalized terms defined in these Processor Terms are defined in the last part of these term and conditions, to the extent they are not defined in context within these Processor Terms.
Tilt enables Tilt Users to access and use Payment Services provided by the Processors. Tilt does not offer payment services. Tilt merely communicates information and instructions regarding Transactions initiated by Tilt Users to the Processors, as further detailed in these Processor Terms. The Processors provide the Payment Services.
Tilt is not a bank, a money transmitter or an MSB, and Tilt does not offer banking, money transmission or MSB services.
|Designated Country||Processor Terms and Policies||Applicable Tilt Services||Licensed/Regulated Entity|
|United States||Pay Money
|Fifth Third Bank|
|All Available Countries||Organize/Collect
|As provided in the Stripe Terms|
|All Available Countries||
As provided in the Stripe Terms
Home Trust Company, a federally regulated trust
If you reside in certain jurisdictions, you are also entering into these Processor Terms with a local affiliate in addition to Tilt.com, Inc. These jurisdictions and the Local Contracting Entity with whom are you are contracting are set forth below.
Local Contracting Entity
Tilt UK, Ltd., Company Number 9018934 (“Tilt UK”)
Send Money and Request Money Transactions from Tilt Users with a United States Country Designation are powered by WePay, Inc as a payments facilitator of Vantiv, LLC, with the payment services provided by Fifth Third Bank. Tilt Users with a Canadian Country Designation are processing with WePay Payments Canada Inc. and Home Trust Company. WePay, Inc. and WePay Payments Canada, Inc. are collectively, and as applicable to your Designated Country (“WePay”).
In using the Send Money and Request Money service through Tilt, you are also creating a customer merchant account with WePay for the Payment Services to be used in connection with Send Money and Request Money. This WePay account of yours may only be used in connection with such Tilt Services. However, you may create an additional account with WePay for use in connection with other third parties. Any breach of WePay’s applicable terms of service will be treated as a breach of these Processor Terms.
Tilt UK enables the Send Money and Request Money Tilt Services to limited countries in the European Union. See our FAQ on Where is Send Money and Request Money Available. Tilt UK provides Payment Services for the Send Money and Request Money services to Tilt Users in the European Union as a merchant. Tilt UK contracts with a third party payment processor to process the payments in connection with Send Money and Request Money Services.
Each Recipient hereby appoints Tilt UK as the Payee’s limited payment commercial agent solely for the purpose of accepting Send Money and Request Money payment transactions on the Tilt Services, including any applicable Tilt Fees.
Upon Tilt UK’s collection of Payor’s payment for the Payee, Payor's payment obligation to the Payee is extinguished, and Tilt UK is responsible for remitting the payment (less applicable Tilt Fees), in the manner described in these Processor Terms and the Tilt Terms. In the event that Tilt UK does not remit any such amounts as described in these Processor Terms and the Tilt Terms, such Payor will have recourse only against Tilt UK.
Each Payee understands that Tilt UK accepts payments from Payors as the Payee’s limited payment commercial agent and that Tilt UK’s obligation to pay the Payee is subject to and conditional upon successful receipt of the associated payments from Payors. Tilt UK does not guarantee payments to Payee for amounts that have not been successfully received by Tilt UK from Payors.
Funds received by Tilt UK as the Payee’s limited payment commercial agent will be placed into trust for the Payee’s benefit. Tilt UK will arrange for the payment processor to send funds from the trust account to Payee’s “nominated account”. Payee can provide Tilt UK with Payee’s nominated account in the profile settings. It will need to be a bank account in your name and in your country of residence, unless Tilt specifically permits otherwise. Tilt UK will instruct the payment processor to send the funds to your nominated account promptly, once you have provided your nominated account, satisfied compliance checks and any other conditions for payout. The payment processor will not have any responsibility to you once it has followed our instructions to send funds to your nominated account. In some circumstances, the law (for example, anti-money laundering laws) may prevent funds being paid by the payment processor into or out of the trust account. We will not be responsible for this.
Each Payee agrees that Tilt UK may, in accordance with a Payee initiated refund or these Processor Terms, refund payment amounts to a Payor. In some circumstances, a Payor may have a right to demand a cancelation, refund, or return of their payment, for example if they pay by card they may have rights to refunds under their card agreement or by law. The payment processor may take the amount of any cancelation, return or refund from funds paid or due to be paid to you into the trust account, and pay them back (or we may ask them to pay it to us as reimbursement, if we have already paid for a refund on your behalf). If there are not sufficient funds in the trust account, we may contact Payee for payment by some other way.
If Payor is unhappy with a cancelation, refund, or return, we suggest you raise the matter directly with the Payee, as that will be the most efficient process in most cases. If you cannot come to an agreement, please let us know so we can help. Both the Payee and Payor authorize Tilt UK to deal with the dispute or complaint as it sees fit and agree to abide by any decisions Tilt UK may make in such circumstances, including requiring refunds to be made. If the Payee or Payor are not satisfied with Tilt UK’s provided remedy, they can seek other relief as substitute, however, Tilt’s decision will be final and acceptance of it means you accept that as your exclusive relief. You can contact us at firstname.lastname@example.org to report a dispute.
If a Payor initiates a Chargeback, the debit or credit card issuer or the originating bank, not Tilt, will determine whether the Chargeback is valid and to whom payment is due.
By agreeing to these Processor Terms, you are agreeing to be bound by Stripe's Terms of Service for your Designated Country and to create a customer merchant account with Stripe. All Transactions for Collect and Sell Something are processed and disbursed by Stripe’s merchant processing and licensed partners. Any breach of Stripe’s terms will be treated as a breach of these Payments Terms.
Tilt offers Tilt Pro to be used in connection with the Stripe Connect service. By agreeing to these Processor Terms, you agree to be bound by the Stripe Connected Account Agreement, which includes Stripe's Terms of Service. Any breach of Stripe’s terms will be treated as a breach of these Payments Terms.
Tilt instructs the Processors to charge the Tilt Fees as provided in the Tilt Terms. Where applicable, the Processors may also charge Taxes. Tilt deducts the Tilt Fees from the Transaction before the applicable Processor remits the balance to the Payee as described in these Processor Terms.
Notwithstanding WePay’s merchant transaction processing fees as provided in the applicable WePay terms of service that Payees would otherwise owe to WePay for using their services, Payees shall not owe WePay such merchant transaction processing fees when using the WepPay services for Pay Money and Request Money Transactions through the Tilt Services in compliance with these Processor Terms and the Tilt Terms. Payee is still liable for other fees, fines, penalties and other liabilities to WePay.
Processors are responsible for disbursing the net proceeds for payments made through the Payment Services to Payees via the Payout Method selected by the Payee, to the extent such methods are available.
Except as otherwise provided herein, Tilt Fees are non-refundable.
In all cases, standard credit card or other third party processing fees apply, such as from the bank that issued your payment card, foreign transaction fees, or insufficient funds fees, in addition to any Tilt Fees.
The Tilt Services and Payment Services are intended solely for persons who are 18 or older. In order to use the Payment Services, you must first register to create a Tilt Account in accordance with the “Account Registration” section of the Tilt Terms. You acknowledge, consent and agree that anyone you authorize to use your Tilt Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.
Your edibility to use the Payment Services with a Processor is subject to the Processor’s applicable terms of service.
If you are a business, you represent that you are duly authorized to do business in your Designated Country. You further agree that all officers, employees, agents, representatives and others having access to the username and/or password shall be vested by you with the authority to use the Tilt Services and to legally bind you. You shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by you that access the Tilt Services using your user name and password. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF YOUR PASSWORD. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND AUTHORITY OF ALL INSTRUCTIONS RECEIVED BY US WHEN ACCOMPANIED BY SUCH PASSWORD, AND TO ACT ON SUCH INSTRUCTIONS.
You authorize Tilt, directly or through third parties, to make any inquiries we consider necessary to help verify or check your identity, comply with anti-money laundering obligations, and prevent fraud. You agree to comply with any such requests for further information as we reasonably require. This may include asking you to provide a form of government identification (e.g. driver’s license or passport), your date of birth, and other information requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or attempting to screen your information against third party databases. You also agree to provide us, upon our reasonable request and at your own expense, information about your finances and operations, including, without limitation, your most recent financial statements (certified or otherwise) and merchant processing statements (if applicable).
If you use the Tilt Services for business transactions, you are providing us with written instructions and authorization, to obtain your personal and/or business credit report from a credit bureau.
You are also authorizing us, in accordance with the Fair Credit Reporting Act or other applicable law, to obtain your personal and/or business credit report when you both (1) use your Tilt account for business transactions and (2) your Tilt account transacts more than $5,000USD in the preceding 6 months, or at any time we reasonably believe there may be an increased level of risk associated with your account. An increased level of risk includes, but is not limited to, a high number of chargebacks or reversals, or suspicious activity associated with your account.
The Processors may not support all payment methods, disbursement methods, currencies or locations, and are solely responsible for the performance of the Payment Services.
When a Payor initiates a Transaction, you understand and agree that the Processor, on behalf of the Payee, may obtain a Pre-Authorization via your Payment Method, up to the full value of the Transaction, to verify your Payment Method or funds availability.
Payor and Payee hereby authorize Tilt, in certain instances, including but not limited to fraud risk, delivery risk, or credit risk, to only request the Processors to make a Pre-Authorization for the full amount of the initiated Transaction and to only fully charge and settle the funds for the Transaction when the fraud risk, delivery risk and credit risk have been reduced to levels at Tilt’s satisfaction and discretion.
When a Payor initiates a Transaction that is in a currency different than that of Payor’s currency, then the applicable exchange rate to apply will be determined by the Processors and will be determined when the transaction is fully processed. For example, if you make a Transaction with a Sell Something campaign that does not reach the Minimum Amount until 10 days after your Transaction, then the exchange rate you pay will be based on when the Minimum Amount is reached (10 days after you initiated your Transaction). The total amount to be charged in your local currency that Tilt displays on the Tilt Services is an estimate only.
You authorize Tilt to store your Payment Method and Payout Method information and to instruct the applicable Processor to charge your Payment Method as outlined in these Processor Terms. If your Payment Method’s account number or expiration date changes (e.g. for credit cards or debit cards), we may acquire that information from our financial services partner and update your Payment Method on file in your Tilt Account.
When your checking account is available as a Payout Method, you are also making it available for the payment or recovery of any amounts owed by you to Tilt pursuant to the Tilt Terms or these Processor Terms. For these payments, Tilt will make electronic transfers (via the Automated Clearing House ("ACH") of NACHA - The Electronic Payment Association ("NACHA") from your bank account in the amount owed. You agree that your use of the Tilt Services constitutes your authorization to Tilt to make such ACH transfer. Tilt may resubmit any ACH debit to your account that is returned for insufficient or uncollected funds, except as otherwise provided by NACHA's ACH rules (collectively, the "ACH Rules"), or applicable law.
You agree that Tilt Payments is not liable to you in any way for any actions or inactions of a Processor and the Payment Services.
All Transactions are non-refundable and any applicable goods or services promised in connection the transaction cannot be returned. Any returns are at the sole discretion of the Organizer.
You are responsible for paying any and all applicable Taxes for your use of the Tilt Services. Processors may have obligations to relevant tax authorities to report your transactions with the Processors, and you agree to promptly provide all information necessary for such reporting.
In order to manage risk and the integrity of the Tilt Services and social payment network, Tilt may limit your available Payment Method or Payout Method on the Tilt Services from time to time. The various funding sources have different dispute resolution rights and procedures in the event your transaction turns out to be unsatisfactory. Your dispute resolution rights are determined by the funding source used to fund your transaction.
When you receive a Transaction payment, you are liable to Tilt for the full amount of the payment plus any fees, to the extent Tilt incurs liability or loss, if the Transaction is later invalidated or Reversed for any reason.
The per-Transaction Reversal fee to Tilt is as follows and is based on the currency received as follows:
U.K. Pounds Sterline
Your payment to Tilt of the Reversal fee satisfies the chargeback fee otherwise due by you to the Processors for that specific transaction.
If Tilt UK or a Processor makes a payment to you for a claim, Reversal or Chargeback that you file against a Payee of your Transaction, you agree that Tilt assumes your rights against the Payee and third parties related to the payment, so long as the Processor agrees, and Tilt may pursue those rights directly or on your and the Processor’s behalf, in Tilt’s discretion.
You agree to allow Tilt to recover any amounts owed by you to Tilt pursuant to the Tilt Terms or these Processor Terms by charging your payment card, by ACH, or to reimburse Tilt through other means. If Tilt is unable to recover the funds from your payment card or other payment source, Tilt may attempt to contact you, recover the funds from your alternate funding sources, or may take other legal actions to collect the amount due, to the extent allowed by applicable law.
You are responsible for all Reversals, Chargebacks, Disputes, claims, fees, fines, penalties and other liability incurred by Tilt, a Tilt User, or a third party caused by or arising out of your breach of the Tilt Terms and these Processor Terms, and/or your use of the Payment Services. You agree to reimburse Tilt, a Tilt User, or a third party for any and all such liability.
You acknowledge that you are responsible for the accuracy of all payments instructions provided to Processors through the Tilt Services, including but not limited to the accuracy of the amount to be paid and the Payee’s information.
You agree that Tilt may in its sole reasonable discretion recommend that the applicable Processor place a Reserve on your Transactions when (i) such Transactions involve Transaction Risk or (ii) there may be a higher than acceptable level of risk or exposure associated with your Tilt Account (based on the information available to Tilt Payments at the relevant time and what in its sole discretion Tilt Payments regards as an acceptable level of risk or exposure to you and/or Tilt Payments considering all the circumstances). If your Account is subject to a Reserve, whether recommended by Tilt Payments or Processors, Tilt Payments or the Processors will provide you with a notice specifying the terms of the Reserve, according to the applicable terms of service.
The terms of the Reserve may change at any time by providing you with notice of the new terms. You may close your Tilt Account if you object to the Reserve. If your Tilt Account is closed for any reason, the Processors have the right to maintain a Reserve for so long as is reasonable under the circumstances and Tilt may request the Processors refund or Reverse all Transactions not disbursed to Payee, including those maintained as a Reserve by the Processor.
You hereby instruct and authorize Tilt Payments to fund the Reserve by (i) debiting your bank account, (ii) through other sources associated with your Tilt Account, (iii) requesting that you provide funds to Tilt for deposit, or (iv) instructing the Processor to withhold any amounts due for disbursement.
In addition to any Reserve the Processor may maintain at Tilt Payment’s recommendation, you are also subject to any Reserve Processor may decide to maintain according to Processor’s applicable terms of service. Tilt will consider any Reserve held by a Processor as part of Tilt’s Transaction Risk consideration, but may recommend Reserves in addition to what Processor may already maintain.
To the extent permitted by law, you hereby authorize Tilt Payments to and Tilt Payments may collect any obligations you owe Tilt Payments under the Tilt Terms and these Processor Terms by deducting the corresponding amounts from the Reserve held by the Processors or from funds otherwise payable to you via the Tilt Services. If the settlement amounts or Reserve are not sufficient to meet your obligations to us, Tilt Payments may debit the Payout Method provided in your Tilt Account for any amounts owed to Tilt Payments. Your failure to fully pay amounts that you owe Tilt Payments on demand is a material breach of these Processor Terms and you will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
If Tilt Payments is unable to collect any amounts you owe Tilt Payments, we may engage in collection efforts to recover such amounts from you. You hereby explicitly agree that you will make all communication to Tilt Payments in relation to amounts owed by electronic mail or by phone. Such communication may be made by Tilt Payments or by anyone on Tilt Payments’ behalf, including but not limited to a third party collection agent.
If your Designated Country is the USA, you grant Tilt a lien and security interest in the Reserve, all transactions (including future transactions), any rights to receive credits or payments under these Processor Terms, and all deposits and other property of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest, even if such request is made after you have established a negative balance with Tilt or the applicable Processor.
In some cases, we may require a personal guarantee from a principal from your business as a condition of our continuing to provide the Tilt Services to you. If a personal guarantee is necessary, we will specifically inform you in advance.
You may not use the Payment Services except as authorized by United States law, the laws of the jurisdiction in which you reside, and any other applicable laws. In particular, but without limitation, the Payment Services may not be used to send or receive funds: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Payment Services, you represent and warrant that (i) neither you nor your listed Accommodation is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.
We strive to maintain a great community. To that end, in connection with your use of our website, your Tilt Account, the Tilt Services, or the Payment Services, or in the course of your interactions with Tilt Payments, a Tilt User or a third party, you will not:
Tilt Payments has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set forth in these Payments Terms, Tilt Payments may take a range of actions against you, including but not limited to limiting access to your Tilt Account and any associated Payment Services, for a violation of this Part D of these Processor Terms.
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit access to your Tilt Account and any associated Payment Services. If we limit access to your Tilt Account, we will provide you with notice and opportunity to request restoration of access if appropriate.
YOUR USE OF THE TILT SERVICES AND PAYMENT SERVICES IS AT YOUR SOLE RISK. YOU AGREE TILT PAYMENTS PROVIDES THE PAYMENT SERVICES AND MAKE AVAILABLE THE PROCESSORS ON AN "AS IS" AND "AS AVAILABLE" BASIS. TILT PAYMENTS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTIES THAT MAY BE IMPLIED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TILT PAYMENTS MAKES NO WARRANTY THAT THE PAYMENT SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. TILT PAYMENTS MAKES NO WARRANTY REGARDING THE QUALITY OF THE PAYMENT SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TILT PAYMENTS OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
NOTWITHSTANDING TILT UK’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE PAYEES FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM PAYORS ON BEHALF OF THE PAYEES, TILT UK EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY PAYOR OR OTHER THIRD PARTY.
Tilt Payments doesn’t represent, warrant, or guarantee the accuracy, completeness, or usefulness of the Tilt Services or Payment Services, and you rely on the Tilt Services and the Payment Services at your own risk. Any material transmitted, accessed, or stored through use of the Tilt Services and Payment Services is done at your own discretion and risk and you are solely responsible for any damage or loss of data that results from the transmission, access, or storage of any material through the Tilt Services and Payment Services. No advice or information, whether oral or written, obtained by you from Tilt Payments or through or from the Tilt Services creates any warranty not expressly stated in this agreement. Some jurisdictions don’t allow the disclaimer of implied warranties in contracts, so the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF THE PAYMENT SERVICES REMAINS WITH YOU. NEITHER TILT PAYMENTS NOR ANY PARTY INVOLVED IN PROVIDING PAYMENT SERVICES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (A) THESE PROCESSOR TERMS, (B) FROM YOUR ACCESS TO, USE OF, INABILITY TO ACCESS OR INABILITY TO USE THE PAYMENT SERVICES, (C) ANY CONDUCT OR CONTENT, INCLUDING WITHOUT LIMITATION ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES OR CONDUCT THAT VIOLATES THE USER CONDUCT SECTION, COMMUNITY GUIDELINES, ORGANIZER GUIDELINES OR CONTRIBUTOR GUIDELINES; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TILT ACCOUNT TRANSMISSIONS OR CONTENT; (E) ALL ACTIONS TAKEN BY PERSONS YOU AUTHORIZE TO USE YOUR TILT ACCOUNT; (F) ANY INACCURATE INFORMATION POSTED ON THE TILT SERVICES; OR (G) OUR DECISION TO PUBLISH, MODIFY OR REMOVE ANY INFORMATION ON THE TILT SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TILT PAYMENTS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR TILT PAYMENT’S OBLIGATION TO PAY AMOUNTS TO APPLICABLE PAYEES PURSUANT TO THESE PROCESSOR TERMS, IN NO EVENT WILL TILT PAYMENT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE PROCESSOR TERMS AND YOUR USE OF THE PAYMENT SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR ACCESS TO, USE OF, INABILITY TO ACCESS OR INABILITY TO USE THE PAYMENT SERVICES, EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100) OR THE AMOUNT OF SERVICE FEES YOU PAID TILT IN DIRECT CONNECTION WITH YOUR USE OF THE TILT SERVICES DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TILT PAYMENTS AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
If you have a dispute with any Tilt User, including, but not limited to, any Payor or Payee, arising out of, in connection with, or regarding your or their use of the Tilt Services and Payment Services, you agree to release Tilt Payments (and our affiliates and their respective officers, directors, agents, joint ventures, employees and suppliers) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You expressly waive any protections of any state or territory (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time of agreeing to this release. If you are a California resident, you acknowledge that you have read and understand, and expressly waive, the benefits of California Civil Code § 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
You agree to release, defend, indemnify, and hold Tilt and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Payment Services, or your violation of these Processor Terms; or (b) your use of the Tilt Referral Program.
These Processor Terms and your use of the Payment Services will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in San Francisco County, San Francisco, California or a United States District Court, Northern District of California located in San Francisco, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Arbitration, Class Action Waiver and Trail Wavier provisions below. Unless otherwise stated, the Arbitration, Class Action Waiver and Trial Waiver provisions survive any termination of these Processor Terms.
You and Tilt each agree that any and all disputes or claims that have arisen or may arise between you and Tilt, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory (collectively, “Claims”) will be settled by final and binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction (meaning the following things don’t have to be arbitrated) to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
You and Tilt agree to submit the Claim to a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (AAA), including the Optional Rules for Emergency Measures of Protection and the Consumer Arbitration Rules, except as modified by this “Arbitration” Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Unless you and Tilt otherwise agree, the arbitration will be conducted in the AAA location closest to your residence. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Tilt submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The parties are also permitted to seek relief in a small claims court for dispute or claims within the scope of the small claims court’s jurisdiction.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award, unless the relief provided is less than $5,000, in which case the arbitrator will only identify the amount of the award and the party it is awarded to. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Tilt will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration in relation to a Demand that the arbitrator did not find to be frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules; however, if your total damages award does not exceed $25,000, Tilt will pay all such administrative and arbitrator fees.
If you opt out of the arbitration agreement (as provided below), or if the arbitration agreement is found to be unenforceable, or if you neither are a resident nor have a principal place of business in the United States, you agree to resolve any claim you have with Tilt exclusively as provided above in this Part F, Section 1 (Governing Law and Claims), Section 4 (Class Action Waiver) and Section 5 (Trial Waiver).
The Federal Arbitration Act governs the arbitrability of all Claims between you and Tilt. The arbitrator will decide whether the Claim can be arbitrated. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
You and Tilt agree that each may bring a Claim against the other only in an individual capacity and not on behalf of any class of people. You and Tilt agree not to participate in a class action, a class-wide arbitration, Claims brought in a representative capacity, or consolidated Claims involving another person’s account. You and Tilt agree not to combine a Claim subject to arbitration under these Processor Terms with a Claim that is not eligible for arbitration under these Processor Terms.
If this prohibition against class actions and other claims brought on behalf of third parties is found to be unenforceable, then the arbitration agreement in Part F, Section 2 and 3 will be null and void.
You and Tilt agree to waive the right to and to not seek a trial by jury for all Claims.
You may opt out of the agreement to arbitrate. If you do so, neither you nor Tilt can require the other to participate in an arbitration proceeding. To opt out, you must notify Tilt within 90 days of the date that you agreed to these Processor Terms or future updated terms. You can submit your notice either by mail or online by sending us this form fully completed.
To opt out by mail, send your written opt-out notice to this address:
Attn: Arbitration Opt-Out
370 Townsend Street
San Francisco, CA 94107
Your written opt-out notice must include (1) your name and residence address, (2) the email address and/or mobile telephone number associated with your account, (3) a clear statement that you want to opt out of this arbitration agreement, and (4) your signature.
If Tilt modifies provisions in the “Arbitration" section after the date you first accepted these Processor Terms (or accepted any subsequent changes to these Processor Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Tilt’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Claim between you and Tilt in accordance with the previous applicable provisions as of the date you first accepted these Processor Terms (or accepted any subsequent changes to these Processor Terms), unless you previously opted out of arbitration.
To the extent permitted by law, you agree to file any claim you may have against Tilt within one year after such claim arose. Otherwise, your claim is permanently barred.
By using the Tilt Services, you are also agreeing to have your information provided to and used by the Processors and under their applicable privacy policies, as provided in Part A, Section 3.
The Tilt Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Tilt Services, including all associated intellectual property rights, are the exclusive property of Tilt and Tilt Payments licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Tilt Services. All trademarks, service marks, logos, trade names, and any other proprietary designations of Tilt used on or in connection with the Tilt Services are trademarks or registered trademarks of Tilt in the US and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with Tilt Services are used for identification purposes only and may be the property of their respective owners. Unauthorized use of any of Tilt trademarks, logos, domain names or other distinctive brand features are prohibited. See Tilt’s Brand Guidelines for more information.
We welcome and encourage you to provide Feedback. You may submit Feedback by emailing us, through the "Contact" section of the Site and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Tilt and you hereby irrevocably assign to Tilt and agree to irrevocably assign to Tilt all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At Tilt’s request and expense, you will execute documents and take such further acts as Tilt may reasonably request to assist Tilt to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Certain Payment Services or new or different products and services offered by Tilt Payments from time to time may have different terms and conditions posted or require you to agree with and accept additional terms and conditions. If additional terms are required for any Payment Service or other product or service, Tilt Payments will provide you those additional terms and conditions at the time the Payment Service or other product or service is offered or made available to you. If there is a conflict between these Processor Terms and terms and conditions posted for a specific Payment Service or other product or service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service or other product or service.
In the event of termination under these Processor Terms, the terms in these Processor Terms that by their nature are continuing shall survive such termination, including but not limited to the disclaimers and limitations of liabilities.
These Processor Terms do not and are not intended to confer any rights or remedies upon any person other than Tilt, Tilt Users and Payees at the time of the Transaction. Notwithstanding the foregoing, the parties agree that the payment card networks and the Processors are third party beneficiaries of these Processor Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Processor Terms.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Processor Terms, will be in writing and given by Tilt Payments (i) via email (in each case to the address that you provide) or (ii) by posting to the Tilt Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
The parties agree they are independent contractors to each other in performing their respective obligations under these Processor Terms. Nothing in these Processor Terms or in the working relationship being established and developed hereunder shall be deemed or is intended to be deemed, nor shall it cause, the parties to be treated as partners, joint venturers, or otherwise as joint associates for profit.
Tilt reserves the right, at its sole discretion, to modify or terminate the Payment Services or to modify these Processor Terms at any time and without prior notice. If we modify these Processor Terms, we will either post the modification on the Site or via the Application or otherwise provide you with notice of the modification. We will also update the "Last Updated" date at the top of these Processor Terms. By continuing to access or use the Tilt Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Tilt Terms. If the modified Tilt Terms are not acceptable to you, your only recourse is to cease using the Tilt Services. Your ability to opt-our of future modifications to the arbitration clauses, however, are different and are stated in Part F, Section 6.
These Processor Terms constitute the entire and exclusive understanding and agreement between Tilt Payments and you regarding the Payment Services being available through Tilt, and any Transactions made through the Payment Services, and these Processor Terms supersede and replace any and all prior oral or written understandings or agreements between Tilt Payments and you.
You cannot transfer any of your rights or obligations under these Processor Terms to anyone else without our prior written consent. To the extent permitted by applicable law, we may freely assign all of our rights and obligations under these Processor Terms in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. These Processor Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
If you have a dispute with or make a Claim against one or more Tilt Users relating to a Transaction, Tilt is not responsible for any such dispute or Claim and you hereby release Tilt (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes and Claims.
We shall not be liable for any delay or failure in the performance or in delivery or shipment of materials, or for any damages suffered by you by reason of such delay or failures, directly or indirectly caused by or in any manner arising from or connected with acts of God, acts of public enemies, riots, strikes, acts of governmental agencies, labor difficulties, failure of our power, telecommunications or other suppliers, delays in securing or shortages of raw materials, breakdown or destruction of any system or equipment, or any other cause or causes beyond our reasonable control, whether or not similar to those enumerated herein.
Tilt Payment’s failure to enforce any right or provision of these Processor Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Tilt. Except as expressly set forth in these Processor Terms, the exercise by either party of any of its remedies under these Processor Terms will be without prejudice to its other remedies under these Processor Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Processor Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Processor Terms will remain in full force and effect. The section divisions and headings in these Processor Terms are for convenience of reference only and are not to be considered as parts, provisions or interpretations of these Processor Terms. Nothing in these Terms shall prevent us from complying with the law.
European Union – Miscellaneous. This subsection will apply if your designated country is in the EU.
Part F, Section 1, “Governing Law and Claims”, shall be removed and replaced with the following: “These Processor Terms will be interpreted in accordance with UK law. You and we agree to submit to the non-exclusive jurisdiction of the UK courts for resolving any Claim between the parties.”
Part F, Section 2, “Arbitration”, Section 3 “Arbitrator Will Decide Arbitrability”, and Section 6 “Your Right to Opt Out of Arbitration” shall be removed and is not applicable.
You consent to the performance of this contract for your purchase, and waive any Right to cancel or withdraw provided by the Consumer Rights Directive (2011/83/EU) or similar implementing regulations.
Canada – Language. The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demandé que le présent contrat ainsi que tous les documents qui s’y rattachent soient rédigés en langue anglaise.
If you have any questions about these Processor Terms, reach us here:
370 Townsend Street
San Francisco, CA 94107
Tilt UK, Ltd.
332 Ladbroke Grove
Application means mobile, tablet and other smart devices and application program interfaces through which Tilt makes the Tilt Services available.
Available Countries means the United States and other countries where some or all of the Tilt Services are made available to Tilt Users.
Chargeback means a request that a Payor files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a Transaction.
Designated Country is the country where your Account is registered as determined by Tilt.
Dispute means a challenge to a payment that a Payor files directly with Tilt or the Processors, including, without limitation, allegations the Payee violates these Processor Terms, Tilt’s Acceptable Use Policy or the Organizer Guidelines.
Minimum Amount means the minimum number of Pledges needed before Tilt Payments is to instruct the Processors to charge and settle the Payment Method.
Organizer means the person or entity that created a specific Collect page.
Payee means the person a Tilt use designates as the recipient of the Payor’s Transaction.
Payment Method means the payment method that the Tilt Services make available to a Tilt User and that the Tilt User has provided the information for to their Tilt Account, such as a credit card, debit card or other means of payment.
Payor means a person pledging a payment or making a payment with a Payment Method on the Payment Services.
Payout Method means the disbursement method that the Services make available to you, such as your bank account or other disbursement method.
Reserve means an amount or percentage of the funds received in connection with your Account that Tilt or Processors hold in order to protect against the risk of Reversals, Chargebacks, or any other risk, exposure and/or liability related to your Account and/or use of the Services.
Reversal means a payment that you received that Tilt may reverse to the sender or another third party because the payment: (a) has been challenged by a buyer directly with their bank; and/or (b) is otherwise concerning for reasons that include, but are not limited to (i) the payment violates our Acceptable Use Policy or we reasonably suspect that the payment violates our Acceptable Use Policy; or (ii) the payment amount was not authorized by the sender with the relevant third party in connection with a valid third party initiated payment authorization; or (iii) the payment was funded by a bank transfer that was subsequently reversed by the bank for any reason; and/or (c) has been categorized by Tilt’s internal risk team as a risky payment required to be reversed to mitigate the risk associated with the payment. The term “Reversed” shall be construed accordingly.
Tilt Referral Program means the Tilt Referral Program available on the Services and according to the Tilt Referral Program Terms.
Transaction means a specific instruction to send money through the Payment Service, a pledge to pay money through the Payment Service upon enough pledges being made to meet the minimum set by the Payee, and authorizations provided for in these Payment Terms.
Transaction Risk means the risk of Tilt’s position being adversely affected with respect to any liability of yours to Tilt or any third party relating to any Commercial Transaction payment (including, without limitation, (i) the risk relating to any Dispute, Chargeback, Reversal, fees, fines or penalties, (ii) the risk of a seller not performing a contract with its buyers, (iii) a risk that arises if you sell an item that you do not immediately deliver upon receipt of payment and (iv) the risk of any other liability being incurred by Tilt (or any third party) related to the payment in question), in each case whether actual, anticipated by Tilt or believed by Tilt to exist. Transaction Risk includes, without limitation, (a) in the case of event or concert ticket sales, the risk that exists until the event or concert has taken place and, (b) in the case of transactions relating to travel, the risk that exists until the travel-related goods and services have been provided. You may be notified from time to time about other specific circumstances where Transaction Risk arises (or is deemed to have arisen) for the purpose of this Agreement.