IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: SECTIONS 23 THROUGH 27 OF THESE TILT 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 TILT TERMS BY SENDING US THIS FORM FULLY COMPLETED IN ACCORDANCE WITH SECTION 27, WITHIN 90 DAYS OF AGREEING TO THESE TILT TERMS. WHEN YOU OPT OUT UNDER THE TILT TERMS, YOUR OPT OUT WILL ALSO APPLY TO THE PROCESSOR TERMS.
Last Updated: August 5, 2016
Tilt is a social payments network for individuals and businesses (the “Services”), where you can make Transactions socially using the Payment Services (defined below) provided by Processors to do the following:
You may use the Services on the web where made available, such as Tilt.com, Tilt.com/pro or any other websites through which Tilt makes the Tilt Services available, including sub-domains, co-branded pages, and international versions (collectively, the “Site”) and as an application for mobile, tablet or other smart devices and application program interfaces (collectively, the “Application”). The Services, Site and Application are collectedly the “Tilt Services”. The Payment Services are not provided by Tilt and are not a part of the Tilt Services. We further describe the Tilt Services on the Services, Site, and Application.
Business Days means Monday through Friday, excluding Holidays.
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.
Collective Content means User Content and Tilt Content.
Content means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
Contributor means a type of Payor that initiates a Transaction to a Payee in connection with the Payor receiving a good or service.
Designated Country means the country that the Tilt Services Tilt associates with to your Tilt Account. Normally, when you register while located in one country, that country is then your Designated Country.
Dispute means a contention of a Tilt User submitted to Tilt for resolution.
Holiday means a national holiday for your Designated Country and days in which the relevant Processors or banks are closed.
Organizer means a type of Payee that receives a Transaction from a Payor in connection with that Payor receiving a good or service.
Payee means a person that is designated by the Payor to receive a Transaction on the Tilt Services.
Payor means a Tilt User that initiates a Transaction on the Tilt Services.
Processor means the payment service providers that are made available to processes, hold and disburse Transactions in connection with different parts of the Tilt Services as provided in the Processor Terms.
Pre-Authorization means a Payor’s express authorization to make Payor’s funds available from Payor’s Payment Method for a Transaction to the Payee, which Payee can collect from Payor upon understood conditions being satisfied, if any, and until the Payee captures and settles the 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.
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 Tilt Services.
Tag and Tagging means when a Tilt User identifies a person or provides a person’s contact information on the Tilt Services so that that third party will be invited to partake in a specific Transaction or to join the Tilt Services.
Tax and Taxes mean any sales taxes, value added taxes (VAT), or other goods and services taxes (GST) that Payees may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
Tilt Account means your personal account registration with Tilt, through which you can use the Tilt Services.
Tilt Content means all Content that Tilt makes available through the Tilt Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Tilt User Content.
Tilt User means a person that has created a Tilt Account.
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.
User Content means all Content that a Tilt User posts, uploads, publishes, submits, transmits, or includes in their campaign or Transaction, Tilt User Account or Tilt promotional campaign made available through the Tilt Services.
YOU ACKNOWLEDGE AND AGREE THAT, BY USING THE TILT SERVICES, YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TILT TERMS. IF YOU DO NOT AGREE TO THESE TILT TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE TILT SERVICES. If you accept or agree to these Tilt 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 Tilt Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
In agreeing to these Tilt Terms, you are also agreeing to be bound by the following terms, policies and guidelines.
Tilt reserves the right, at its sole discretion, to modify the Tilt Services or to modify these Tilt Terms at any time and without prior notice. If we modify these Tilt 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 Tilt 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-out of future modifications to the arbitration clauses, however, is different and is stated in in Section 27.
By granting Tilt access to your Facebook account, you understand that Tilt will access, make available and store (if applicable) any Content that you have provided to and stored in your Facebook account ("Facebook Content") so that it is available on and through the Tilt Services. Unless otherwise specified in these Tilt Terms, all Facebook Content, if any, will be considered to be Tilt User Content for all purposes of these Tilt Terms. Personally identifiable information that you post to your Facebook account may be available on and through your Tilt Account and on the Tilt Services, depending on your privacy settings on Facebook and Tilt. Please note that if Facebook or associated service becomes unavailable or Tilt’s access to your Facebook account is terminated by Facebook, then Facebook Content may no longer be available on and through the Tilt Services.
You’re responsible for all activities that occur under your Tilt Account. You acknowledge, consent and agree that anyone you authorize to use your Tilt Account may use the Tilt Services on your behalf and that you will be responsible for any actions made by such person. Tilt isn’t liable for any loss, damage, or other consequences as a result of your or someone else’s use of your Tilt Account. You should keep your log-in credentials confidential and never share them with a third party. You will immediately notify Tilt of any unauthorized use of your Tilt Account.
The Tilt Services provides an online social community, which can be used along with the Payment Services. The Payment Services are provided by the Processors. Tilt is not a bank, a money transmitter or a money services business (“MSB”) and Tilt does not offer banking, money transmission or MSB services. Unless explicitly stated otherwise in these Tilt Terms or the Processor Terms, Tilt’s responsibilities are limited to making available the Tilt Services. See the Processor Terms for more on the Payment Services and Processors.
TILT IS NOT RESPONSIBLE FOR THE PAYMENT SERVICES. TILT IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL TRANSACTIONS. ACCORDINGLY, ANY TRANSACTIONS WILL BE MADE OR ACCEPTED AT THE TILT USER’S OWN RISK.
You may send money to a Payee using Send Money, whether they have a Tilt Account at the time or not. However, there are limitations on whom you can send money to and there are conditions on the Payee’s ability to receive that money (see FAQ on Send Money Payee Conditions).
If the Payee is not a Tilt User, the Payee will be required to create a Tilt Account and provide their personal and payout information to claim the money you sent. Upon Payee providing the required information and satisfying compliance and other checks, Processor will initiate a payout that or the following Business Day.
For up to 30 days from the date of the Payor initiating a Send Money Transaction, the Processor may pre-authorize a Payor’s funding source. Once the Payee has successfully registered as a Tilt User and provided valid payout information for an available Payout Method, the send money Transaction will be settled from Payor’s funding source to be sent to the Payee.
If the Payee does not create a Tilt Account and add their payout information within the 10-day period or they reject the Transaction, the Processor may cancel the Transaction and will then refund any applicable amounts to the original funding source.
If the Payee does not or cannot accept the Transaction through the Tilt Services, you agree that you will not hold Tilt liable for any damages resulting from Payee's decision. You may not Send Money to a Tilt Account you control.
You can request money from one or multiple persons. Each payment from a Payor will be sent to you independent of when other persons from whom you requested money pay. Payouts will be initiated by Processor each Business Day.
Tilt Users can create an Organize/Collect, Sell Something or Tilt Pro campaign to crowdfund and sell goods or services.
Organizers have responsibilities and duties to their Contributors. Please review our Organizer Guidelines. In a nutshell, Organizers must be honest and upfront at all times and make best efforts to fulfill their promises to Contributors.
Contributors have responsibilities and duties, too, so please take a look at our Contributor Guidelines.
If you’re a Contributor, you make payments to an Organizer at your own risk. Unforeseen or other events may prevent an Organizer from providing goods, services or rewards exactly as promised. If things go awry, please be understanding and consider cutting the Organizer some slack. At the end of the day, though, it’s the Organizer’s responsibility, not Tilt’s.
Tilt does not endorse any Tilt User or Transaction. Tilt Users are required by these Tilt Terms to provide accurate information. Although Tilt may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Tilt Users and/or screen Tilt Users information against third party databases or other sources as provided in the Processor Terms, Tilt does not make any representations about, confirm, or endorse any Tilt User or the Tilt User’s purported identity or background.
By using the Tilt Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Tilt Users or other third parties will be limited to a claim against the particular Tilt User or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Tilt with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Tilt Users on the Tilt Services regarding any Transaction.
Tilt enables Tilt Users to access and use Payment Services provided by Processors. Tilt does not offer the Payment Services. Tilt merely communicates a Tilt User’s Transaction instructions, subject to the Terms of these Tilt Terms and the Processor Terms, to the relevant Processor.
Tilt may not provide Transaction instructions to Processors beyond certain Transaction limits (see our FAQ on Send Money Transaction Limits). These Transaction limits may be adjusted up or down, over time, for any reason (including but not limited to limit fraud or credit risk).
The Tilt Fees are listed on the Tilt.com fees page and the Tilt Pro pricing page, with all fees being non-refundable. We will not change our fees for a campaign already in progress, but may do so for existing and prolonged business campaigns, such as a Sell Something or Tilt Pro campaign, with 90 days prior written notice.
Tilt only charges the Tilt Fees to Payees and Payors for a Transaction when the Transaction is processed and funds are captured from the Payor. At that point, Tilt instructs the relevant Processor to deduct the Tilt Fees from the Transaction and disburse the Tilt Fees to Tilt.
We have no right to any funds transacted through the Tilt Services, except for Tilt Fees (explained above) or as otherwise specifically provided in these Tilt Terms and Processor Terms.
You are responsible for determining your Tax obligations for your Transactions using the Payment Services, as Payor and Payee, and it is your responsibility to collect, report and remit the correct Tax to the appropriate tax authority. Tilt is not responsible for determining whether Taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
Tilt Users may use the Tilt Services to send you text messages from time to time. By signing up to use the Tilt Services, you acknowledge and agree that Tilt does not send or initiate such text messages sent to you by a Tilt User. Further, by signing up to use Tilt, you agree to receive voice calls and text messages about the Tilt Services from us via automatic telephone dialing system and artificial/pre-recorded message at the telephone number you provided as part of your profile on the Tilt Services. If you don't want to receive these calls and texts, just indicate so in your Tilt Account or email us at firstname.lastname@example.org. You understand that your consent to receive communications in this way isn’t required as a condition to using the Tilt Services.
You may also wish to send text messages to other Tilt Users through the Tilt Services. You acknowledge and agree that you, and not Tilt, are sending and initiating such text messages. You represent and warrant that every person to whom you send a text message through the Tilt Services has given you written consent to receive such messages.
If you use the Tilt Services on your mobile phone, you are responsible for any fees that your phone service provider charges for text messaging, data services, etc.
In connection with your use of the Tilt Services, or in the course of your interactions with Tilt, a Tilt User or a third party, you will not:
You agree that engaging in the above Prohibited Activities diminishes your or other Tilt User’s safe access and/or use of your Payment Method, Payout Method, Account or the Tilt Service generally.
The Tilt Services and the Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Tilt Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Tilt and its 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 or Collective Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of Tilt used on or in connection with the Tilt Services and Tilt Content 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 the Tilt Services and Tilt Content are used for identification purposes only and may be the property of their respective owners. As a Tilt User you understand and agree that you are bound by the additional terms, guidelines and policies that apply to your use of the Tilt Services and Collective Content, including Tilt Brand Guidelines, as may be updated from time to time.
You agree that Tilt software that you download, such as the Application, may automatically download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop that software.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Tilt Services or through Tilt promotional campaigns, you hereby grant to Tilt a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote or market the Tilt Services and Payment Services. Tilt does not claim any ownership rights in any such User Content and nothing in these Tilt Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Tilt Services or through Tilt promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Tilt Services or through Tilt promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to Tilt the rights in such User Content, as contemplated under these Tilt Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Tilt’s use of the User Content (or any portion thereof) on, through or by means of the Tilt Services or Tilt promotional campaigns will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Subject to your compliance with these Tilt Terms and Tilt's Brand Guidelines, Tilt grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Tilt Content solely for your personal and non-commercial purposes and (ii) access and view any User Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Tilt Services or Collective Content, except as expressly permitted in these Tilt Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Tilt or its licensors, except for the licenses and rights expressly granted in these Tilt Terms.
Tilt may provide you with temporary use of a subdomain or URL paths or pages on the Tilt Services. You don’t obtain rights of any kind in or to the subdomain or URL paths or pages. We may withdraw the availability of a subdomain and URL paths and pages at any time. You will hold us harmless for any and all use of the subdomain or URL paths and pages and any services or Content in relation to it.
Tilt complies with the Digital Millennium Copyright Act. It is Tilt's policy, in appropriate circumstances and at Tilt’s sole discretion, to disable the accounts of users who repeatedly infringe the copyrights or other intellectual property rights of others. To learn more, please visit our Copyright Policy. If you believe someone is infringing your trademarks, please also follow the procedures in our Copyright Policy.
The Tilt Services may contain links to third-party websites or resources. You acknowledge and agree that Tilt is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Tilt of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
You can terminatiate this agreement under the Tilt Terms and Processor Terms by clicking the “Delete Account” button in your privacy settings using our Site (may not be available on the Applications).
After you delete your Tilt Account, your profile page will no longer be visible on the Tilt Services. However, we retain your User Content and the rights to use that content as described in these Tilt Terms after you disable your Tilt Account or termination our agreement under these Tilt Terms. For example, Tilt User Transactions to campaigns to which you were the Payee will still appear in the Payor’s Transaction history and be visible to others as it normally would. We may also retain information as required by law or regulation, the Processors, or our own retention practices.
You cannot delete your Tilt Account to evade a Transaction investigation. If you attempt to close your Tilt Account while Tilt is conducting an investigation, we will keep your Tilt Account open for reasonable time until the investigation is complete. Tilt will inform the relevant Processors of the requested account deletion and the ongoing investigation, which may result in the Processor or Tilt UK, as applicable, placing a Reserve on your Tilt Account or refunds or Reversal of all Transactions not disbursed to you.
Tilt reserves the right to refuse use of the Tilt Service to anyone and to reject, cancel, interrupt, remove or suspend any part of the Tilt Services or Transactions at any time for any reason without liability. You remain liable under these Tilt Terms and the Processor Terms in respect of all charges and other amounts incurred through the use of your Tilt Account at any time, irrespective of termination, suspension or closure.
Without limiting the foregoing, if Tilt has reason to believe that you have engaged in any restricted activities, made excessive or unexplainable Transactions with the Processors, violated any parts of these Tilt Terms, we may take various actions to protect Tilt, a Tilt User, a third party, or you from Reversals, Chargebacks, Disputes, claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
When you delete your Tilt Account or Tilt terminates your access or availability to the Tilt Services, the Processors will refund any Transactions from you or to you that have not yet been disbursed to the Payee and Tilt will end all campaigns that are still active (meaning that they have not ended or there are still people that have not completed a transaction you requested they complete) and refund or Reverse any Transaction that had not been sent to the Payee.
If you or we terminate these Tilt Terms, the clauses of these Tilt Terms and the Processor Terms that reasonably should survive termination will remain in effect.
If you don’t log in to your Tilt Account for two or more years, we may disable your Tilt Account and terminate this agreement without further notice.
If this agreement is terminated (whether by us or by you), we will disable your Tilt Account and inform the Processors so they can, as appropriate and set out in their terms of service, refund or forward any remaining funds to your primary address (if we have it), as applicable.
YOUR USE OF THE TILT SERVICES IS AT YOUR SOLE RISK. THE TILT SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TILT 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 IS NOT LIABLE FOR THE CONSEQUENCES OF YOU CHOOSING TO SHARE ANY PAYMENT DETAILS ON SOCIAL MEDIA OR WITHIN THE TILT SERVICES, AND YOU AGREE TO HOLD TILT HARMLESS AND INDEMNIFY TILT FROM ANY LIABILITY arising from the actions or inactions of any external social media network in connection with the permissions you grant to the external social media network.
Tilt doesn’t represent, warrant, or guarantee the accuracy, completeness, or usefulness of the Tilt Services, and you rely on the Tilt Services at your own risk. Any material transmitted, accessed, or stored through use of the Tilt 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. No advice or information, whether oral or written, obtained by you from Tilt or through or from the Tilt Services creates any warranty not expressly stated in these Tilt Terms. 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 agree to defend, indemnify, and hold harmless Tilt and Tilt subsidiaries and our officers, directors, agents, partners, and employees from any and all claims, damage, loss, liability, cost, and expenses (including attorney and professional fees) resulting from any demand, claim, investigation, or proceeding arising out of, related to, or in connection with the following, without limitation: (A) your use of the Tilt Services, (B) your breach of these Tilt Terms, or of any representation or warranty contained herein, (C) your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right, (D) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities, or (E) any misrepresentation made by you. Tilt will give you notice of any such matter; however, any failure or delay by us doesn’t negate your defense or indemnification obligations or waive Tilt’s rights to seek payment for defense or indemnification from you. We reserve the right to assume the exclusive defense and control of any matter that is subject to defense or indemnification, and you agree to cooperate fully in the defense of any such claim, demand, investigation, proceeding, or matter. You will not settle any claim that affects Tilt or any of the parties listed above without Tilt’s prior written approval.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE TILT SERVICES AND COLLECTIVE CONTENT, YOUR TRANSACTIONS, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF TILT WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER TILT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE TILT SERVICES COLLECTIVE CONTENT OR THE PREFERRAL PROGRAM 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 TILT TERMS, (B) FROM YOUR ACCESS TO, USE OF, INABILITY TO ACCESS OR INABILITY TO USE THE TILT SERVICES OR COLLECTIVE CONTENT, (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 PROHIBITED ACTIVITIES 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; (G) OUR DECISION TO PUBLISH, MODIFY OR REMOVE ANY INFORMATION ON THE TILT SERVICES; OR (H) YOUR PARTICIPATION IN THE REFERRAL PROGRAM, 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.
IN NO EVENT WILL TILT PAYMENT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE PROCESSOR TERMS AND YOUR USE OF THE TILT SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR ACCESS TO, USE OF, INABILITY TO ACCESS OR INABILITY TO USE THE TILT SERVICES OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY INTERACTION WITH ANY OTHER TILT USERS, 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 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 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 user, including, but not limited to, any Payee or Payor, arising out of, in connection with, or regarding your or their use of the Tilt Services, you agree to release Tilt (and our parent, our affiliates and our 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 Claims. 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.”
These Tilt 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 Tilt 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 Sections 22 (Governing Law and Claims), 25 (Class Action Waiver) and 26 (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 Tilt Terms with a Claim that is not eligible for arbitration under these Tilt 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 Section 23 and 24 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 under these Tilt Terms or the Processor Terms. To opt out, you must notify Tilt within 90 days of the date that you agreed to these Tilt Terms or future updated terms. You can submit your notice either by mail or online by sending us this formfully 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 Tilt Terms (or accepted any subsequent changes to these Tilt 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 Tilt Terms (or accepted any subsequent changes to these Tilt 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.
You agree to comply with all laws, restrictions, and regulations relating to the export of products and information. For purposes of the U.S. Export Administration Act Export Laws, you warrant that you are: (a) not a citizen of, or otherwise located within, an embargoed nation (including without limitation the Office of Foreign Assets Control comprehensively embargoed countries of Iran, Syria, Cuba, North Korea and Sudan and certain Specially Designated Nationals listed by OFAC as updated from time to time and (b) not otherwise prohibited under the export laws from receiving such products and information.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Tilt Services and Payment Services ("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 Tilt Services or new or different products and services offered by Tilt 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 Tilt Service or other product or service, Tilt will provide you those additional terms and conditions at the time the Tilt Services or other product or service is offered or made available to you. If there is a conflict between these Tilt Terms and terms and conditions posted for a specific Tilt Service or other product or service, the latter terms and conditions will take precedence with respect to your use of or access to that Tilt Service or other product or service.
In the event of termination under these Tilt Terms, the terms in these Tilt Terms that by their nature are continuing shall survive such termination, including but not limited to the disclaimers and limitations of liabilities.
These Tilt 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.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Tilt Terms, will be in writing and given by Tilt (i) via email (in each case to the address that you provide) or (ii) by posting to the 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 Tilt Terms. Nothing in these Tilt Terms or in the relationship 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.
Except as they may be supplemented by additional Tilt policies, guidelines, or terms for a specific product, feature, service or offering, these Tilt Terms constitute the entire and exclusive understanding and agreement between Tilt and you regarding the availability of the Tilt Services, and these Tilt Terms supersede and replace any and all prior oral or written understandings or agreements between Tilt and you regarding such.
You cannot transfer any of your rights or obligations under these Tilt 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 Tilt Terms in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. These Tilt 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’s failure to enforce any right or provision of these Tilt 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 Tilt Terms, the exercise by either party of any of its remedies under these Tilt Terms will be without prejudice to its other remedies under these Tilt Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Tilt Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Tilt Terms will remain in full force and effect. The section divisions and headings in these Tilt Terms are for convenience of reference only and are not to be considered as parts, provisions or interpretations of these Tilt Terms. Nothing in these Tilt Terms shall prevent us from complying with the law.
Tilt.com, Inc. 370 Townsend Street San Francisco, CA 94107 email@example.com