Terms of Service
Effective August 1, 2019
These Terms of Service ("Terms") are a legal agreement between you ("user," "you," or "your") and Tilia Inc. and its wholly owned subsidiary, Tilia Branch UK Ltd (collectively, "Tilia," "we," "our," or "us") that governs your use of the Tilia Service. As used in these Terms, the "Tilia Service" refers to Tilia's products and services, as well as Tilia's website and any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by Tilia, directly or indirectly.
By registering for an Account (as defined below) and/or accessing or using any portion of the Tilia Service, you agree to be bound by these Terms. Please read all provisions of these Terms carefully. If you do not agree to these Terms, you may not register for an Account or otherwise access or use any portion of the Tilia Service.
THESE TERMS CONTAIN AN ARBITRATION PROVISION THAT AUTHORIZES EITHER PARTY TO ELECT MANDATORY AND BINDING ARBITRATION OF CERTAIN DISPUTES. THE TERMS OF THE ARBITRATION PROVISION ARE SET FORTH IN SECTION 7 BELOW, ENTITLED "DISPUTE RESOLUTION AND ARBITRATION." PLEASE READ THIS ARBITRATION PROVISION CAREFULLY.
These Terms contain 8 sections. You may jump directly to any section by selecting the appropriate link below. The headings and subheadings are for reference only and do not limit the scope of each section. Underlined words in these Terms hyperlink to the relevant information.
- Our Relationship with You
- The Tilia Service
- Virtual Tokens
- Your Tilia Account
- Customer Complaints – Money Transmission Activity
- Releases, Disclaimers, Liability Limits and Indemnification
- Dispute Resolution and Arbitration
- General Provisions
Changes to these Terms
We may change these Terms at any time in our sole discretion to the extent permitted by law. If we modify these Terms, we will post the modification on the Website and/or provide you notice of the modification by email or conspicuous notification, such as a popup, on the Platform and, in the event any such modifications decrease your rights or increase your obligations, will do so prior to such modification taking effect.
When we change these Terms, the then-current version of these Terms supersedes all prior versions and governs your access to and use of the Tilia Service. If you continue to maintain your Account or use any portion of the Tilia Service following any change, you are deemed to have accepted and agreed to any changes, as of the effective date of any such change. If you do not wish to be bound to the changes, you must close your Account (see Section 4.3 for details) and cease using the Tilia Service. You can obtain a copy of the current Terms from our website or by e-mailing a request to us at firstname.lastname@example.org.
1. Our Relationship with You
In order to be eligible to access and use the Tilia Service, you must (i) be eighteen (18) years of age or older, (ii) have the legal ability to enter into and be bound by these Terms and the relevant Platform TOS, (iii) have accepted the Platform TOS applicable to the particular Platform through which you are accessing the Tilia Service and remain eligible to access and use such Platform, (iv) comply with these Terms, and (iv) establish and maintain an active and valid user account with Tilia (”Account” or “Tilia Account”).
To create a Tilia Account and/or access certain features or functionality of the Tilia Service, we may require you to provide us with your name, address, date of birth, telephone number, street address or zip code, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents. You agree to provide accurate, current and complete information about yourself and to use the Account management tools provided to keep that information accurate, current and complete. We may request additional information from you in the future. If you have previously provided identifying information to a Provider in connection with your use of a Platform, you authorize the Provider to share that information with us, and we may use this information to verify your identity. We may validate the information you provide to us to ensure we have a reasonable belief of your identity. We reserve the right to refuse, suspend, limit or terminate your access to all or a portion of the Tilia Service at any time in our sole discretion.
As the features and functionality of the Tilia Service provided through a particular Platform are specific to that Platform, you may need to create and maintain a Tilia Account in connection with each such Platform through which you wish to access the Tilia Service. Your Tilia Account may be in addition to any account you must maintain with a Provider or other third party to use a Platform or access a payment method in connection with the Tilia Service, and terms and conditions applicable to those accounts in no way modify, lessen, or alter your obligations to Tilia under these Terms.
You may not sell, transfer or assign your Tilia Account (including any associated Stored Value Balance, as defined in Section 3.3.1 below) or any associated contractual rights, licenses or obligations, to any third party without the prior written consent of Tilia.
If you access the Tilia Service from outside the United States you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. You may not use the Tilia Service in a manner that conflicts with these Terms.
When you do business with us, you agree to comply with all applicable laws, regulations or ordinances, and orders of governmental and governing authorities, including federal and state privacy laws and anti-money laundering laws. You agree not to use your Account or other portion of the Tilia Service for any unlawful purpose, including unlawful internet gambling.
1.2. Your Privacy
1.3. Intellectual Property
The Tilia Service, and all of the content and technology used to provide it to you, including, without exclusion, our Website, Tilia, all logos related to the Tilia Service, patents, copyrights, trademarks, service marks, trade names, and any other intellectual or other proprietary rights recognized in any jurisdiction (”Content”) are owned or controlled by Tilia, our affiliates, licensors, or certain other third parties. All right, title, and interest in and to the Content available via the Tilia Service is the property of Tilia, our affiliates, our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Tilia owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Tilia Service.
1.4. Communications from and to You
All notices given by you to Tilia or required under these Terms shall be faxed to the Tilia Legal Department at: (415) 243-9045; or mailed to us at Tilia Inc., Attn: Legal, 945 Battery Street, San Francisco, CA 94111.
You authorize Tilia to communicate electronically with you. You agree to receive any and all communications or disclosures related to your Account and any other portion of the Tilia Service as a condition of registering for and maintaining your Account and accessing and using the Tilia Service. If you revoke your consent to receive such communications and disclosures electronically you understand that we will immediately close your Account and terminate your access to the Tilia Service. In addition to electronic communication, Tilia may communicate with you, including giving notice to or obtaining consent from you, through the Tilia Service or Website or by written mail communication to the address on record for your Account.
For questions or complaints regarding payments made to Tilia or any other aspect of the Tilia Service, please contact Tilia Customer Service at 1.855.979.1500 or email@example.com.
2. The Tilia Service
2.1. Our Role
The Tilia Service is designed to allow you to make payments to Providers, facilitate the use and exchange of in-Platform content, and access other related services within a Platform. While the Tilia Service is integrated into Platforms, it is offered by Tilia and not the Provider of the relevant Platform. Tilia is not responsible for the provision of the Platform itself or any experience within the Platform—just the Tilia Service. Tilia does not have control of, or liability for, any content that is accessed using the Tilia Service or any products or services that are paid for using the Tilia Service. In the event of any conflict between the relevant Platform TOS and these Terms, these Terms will govern as between you and Tilia, and with respect to the Tilia Service. As the different features of the Tilia Service that are enabled for a particular Platform will be determined by the relevant Provider and Tilia, the Platform TOS applicable to that Platform may use slightly different terminology to refer to the Tilia Service features available through the Platform. Tilia may offer some or all of the following as part of the Tilia Service provided through any particular Platform: (a) the Payment Processing Service; (b) Virtual Tokens; (c) In-Platform Exchanges; or (d) Stored Value Balances (as defined in Section 3.3.1 below). Each of these aspects of the Tilia Service is defined and described in greater detail below.
In accordance with applicable laws, Tilia has the right to change, limit access to, or eliminate any aspect(s), feature(s) or functionality of the Tilia Service in its sole discretion at any time without notice, and Tilia makes no commitment (express or implied) to offer, maintain, continue, or permit access to any aspect of the Tilia Service. Additionally, Tilia can authorize or decline a transaction effected with the Tilia Service for whatever reason (e.g., for suspected fraud or insufficient funds), restrict the number of transactions you may engage in over a period of time, or limit the amount of any transaction (either individually or in the aggregate over a period of time).
2.2. Payment Processing Service
Tilia offers a service through which Tilia Service users may, using payment methods supported by Tilia, make payments to the relevant Provider for products or services offered by that Provider within its Platform and/or other amounts owed to the Provider (such service, the “Payment Processing Service”). In offering the Payment Processing Service, Tilia’s responsibilities to you are limited to remitting payment successfully received by Tilia from you to the relevant Provider in accordance with your instructions. Tilia is not responsible for any product or service purchased through your use of the Payment Processing Service, or for the amount or validity of any amount that may be charged by the relevant Provider.
If the Payment Processing Service is enabled for your particular Platform, you will be directed to a Tilia-hosted dialog box after selecting the option on the Platform to make a payment to the Provider (e.g., for Platform subscription fees), at which time you will have the option to complete the transaction using one of the payment methods that Tilia supports. The different payment methods supported by the Payment Processing Service, such as credit cards, debit cards, etc., will be determined by Tilia in its sole discretion, and Tilia reserves the right to limit the payment methods made available for any particular transaction.
In order to conduct a payment through the Payment Processing Service, you will need to provide your payment or account information, and any other information, required by Tilia and the PSP you have selected. The information required and the manner in which your transaction will be processed will vary depending upon the payment method you select. Once you complete and submit the requested information to Tilia, Tilia will forward the relevant information you provide to the selected PSP, which will then authorize or decline the transaction according to its own processes and rules. If the transaction is authorized, the PSP will debit your account or designated funding source for the amount of the transaction (including any fees owed to Tilia for using the Payment Processing Service). Upon Tilia's receipt of those funds from the PSP, Tilia will remit such amount (less any amounts owed to Tilia) to the Provider in accordance with the payment terms established between Tilia and the Provider. Payments made to a Provider through your use of the Payment Processing Service will be credited by the Provider in accordance with the terms and conditions established by the Provider. Please contact the Provider for further information. We are not responsible for any delay with respect to when payments made to a Provider will be credited to you, or any failure of a Provider to accept or properly process any funds remitted to it. Once accepted by Tilia, you may not cancel a payment made through the Payment Processing Service or obtain a refund from Tilia for any such payment. In the event that you wish to obtain a refund of any payment made, you must contact the relevant Provider to which the payment was made, and the availability of any refund will be subject to the relevant Platform TOS and the determination of the relevant Provider.
By using the Payment Processing Service, you authorize Tilia to:
- Accept and remit payments made by you using the payment methods supported by Tilia for purchases or other transactions enabled for the particular Platform or for amounts owed to the relevant Provider plus any applicable taxes Tilia is required to collect or fees owed to Tilia;
- Provide your payment and/or account information, and any other information you have provided to Tilia, to the PSP you have selected as may be required to process your requested transaction;
- Automatically charge, in accordance with the instructions you provide for any recurring payments, the credit or debit card or other payment method you have associated with your Tilia Account in order to pay recurring amounts to the relevant Provider, as well as any applicable taxes Tilia is required to collect or fees owed to Tilia; and
- Maintain and utilize your PSP credentials, preferences, and log-in information.
You are responsible for providing accurate transaction and payment information (including any relevant PSP credentials, preferences, or log-in information) in connection with your use of the Payment Processing Service. If you fail to provide accurate transaction or payment information, your account may be suspended or terminated, and you will be responsible for any costs incurred by Tilia due to this failure. You acknowledge that it is your responsibility to ensure that your credit or debit cards or other access devices accepted by Tilia continue to be valid and sufficient for such purposes and remain responsible to Tilia for the amount of any chargeback or returned payment. Without limiting any other rights or remedies of Tilia, Tilia may exercise its termination rights as provided in Section 4.5 of these Terms in the event of non-payment.
3. Virtual Tokens
Tilia’s Service may include offering “Virtual Tokens,” which each constitute a digital representation of a limited license right, sublicensed by Tilia, to use or access features or content within a Provider’s Platform. The manner in which you may obtain, access, or use a Virtual Token will depend upon the Provider and the Platform. Not all of the features discussed below may be enabled by a particular Provider, and different Providers or Platforms will allow you to access or use different features or content in exchange for any Virtual Tokens you hold.
If the Provider of a particular Platform allows you to transfer a Virtual Token to other users, you may do so subject to these Terms and so long as you and the recipient maintain your Tilia Accounts in good standing and are not delinquent on any payments. Except as expressly permitted by these Terms or otherwise expressly permitted by Tilia, your Virtual Tokens may not be sublicensed, encumbered, conveyed, or made subject to any right of survivorship or other disposition by operation of law or otherwise, and you agree that any attempted disposition in violation of these Terms is null and void.
You acknowledge that Virtual Tokens are not real currency or any type of financial instrument (e.g., your Virtual Tokens are not a store of value or medium of exchange) and are not redeemable for any sum of money from Tilia or a Provider at any time. Tilia makes no guarantee as to the nature, quality, or value of the features of, or content on, a Platform that will be accessible through your use of Virtual Tokens, or the availability or supply of Virtual Tokens.
3.1.1. Acquiring Virtual Tokens
If Virtual Tokens are offered by Tilia in connection with your use of a Provider’s Platform, you may acquire Virtual Tokens in the following ways:
- As part of a premium subscription (e.g., Tilia may furnish a certain number of Virtual Tokens to you each month if you pay for a premium subscription from a Provider);
- From another Platform user for performing a service for that user within a Provider’s Platform;
- From another Platform user in exchange for a virtual item that the user creates in a Platform (this type of exchange may occur through individual interactions between Platform users or through an In-Platform Exchange, which is described in Section 3.2 of these Terms); or
- By purchasing them through an In-Platform Exchange.
Virtual Tokens may be made available by Tilia. You agree that Tilia has the right to manage, regulate, control, and/or modify the sublicense rights underlying the Virtual Tokens in its sole discretion or as may be agreed between Tilia and the applicable Provider. Tilia may modify, revalue, or make the Virtual Tokens more or less common, valuable, effective, or functional. You agree that Tilia will have no liability to you based on its exercise of this right. Virtual Tokens in your Account that were purchased with real money may be redeemed before Virtual Tokens in your Account that were not purchased (i.e., that were earned through in- Platform play), no matter when that Virtual Token was acquired. Except as set forth in any additional terms that may apply in connection with the use of the Tilia Service in conjunction with a particular Platform (such as any refund policies that may apply to a subscription service)(any such terms, “Additional Terms”), if Tilia modifies, suspends or terminates any Virtual Tokens, then you will forfeit the modified, suspended, or terminated Virtual Tokens.
Likewise, except as set forth above, in any Additional Terms, or as required by applicable law, Tilia is not responsible for replacing your Virtual Tokens, or providing you with any credit or refund or any other sum, in the event of: (i) Tilia's change, suspension or termination of any Virtual Tokens; or (ii) for loss or damage due to Website or Server error, or any other reason.
Tilia reserves the right to terminate your access to Virtual Tokens for cause immediately in its sole discretion without advance notice or liability. In such event you will not be entitled to a pro-rata refund or credit. Tilia may revoke the Virtual Token at any time without notice, refund or compensation in the event that: the Virtual Token program is suspended or discontinued; Tilia determines that fraud or other illegal conduct is associated with your Account; Tilia imposes a limited duration on usage of Virtual Tokens in compliance with applicable laws and regulations; Tilia determines that you have violated a Provider's Terms of Service; your Account is terminated for violation of these Terms; the Provider of the relevant Platform directs Tilia to terminate your access to Virtual Tokens (e.g., for failure to pay subscription fees); (vii) you cease to maintain an active Account; or this Agreement is terminated.
3.2. In-Platform Exchange
Tilia may offer an “In-Platform Exchange” through which Platform users may purchase Virtual Tokens or exchange Virtual Tokens for a credit to their Stored Value Balance (as defined in Section 3.3.1 below) in accordance with these Terms.
You acknowledge that any In-Platform Exchange has been created to enhance your experience while on a Platform, and that Tilia may use the terms "Buy" and "Sell" to indicate the transfer of content licenses represented by the Virtual Tokens. Specifically, in the context of an In-Platform Exchange, (a) the term "Sell" means to exchange your Virtual Tokens for a credit to your Stored Value Balance (defined below) in accordance with these Terms; (b) the term "Buy" or "Purchase" means to purchase Virtual Tokens from Tilia in exchange for consideration in accordance with these Terms; and (c) the terms "Buyer," "Seller," "Sale," and "Purchaser" and similar terms have corresponding meanings to their root terms.
You acknowledge that Tilia may deny any order to Buy or Sell individually or with respect to general volume, price or other limitations set by Tilia. Tilia may halt, suspend, discontinue, or reverse any In-Platform Exchange transaction (whether proposed, pending or past) in cases of interference with the related Tilia Service or the Platform.
Virtual Tokens may not be purchased or sold outside of any In-Platform Exchange. Any purchase of Virtual Tokens from anywhere other than the In-Platform Exchange is not permitted and is considered a violation of these Terms which may result in suspension or termination of your Account.
3.3. Stored Value Balance
Tilia may offer a “Stored Value Balance associated with your Account, which is a stored value account issued by Tilia in which you hold funds, denominated in U.S. Dollars (”USD”), which can be used as a funding method to make payments through Tilia’s Payment Processing Service (in addition to or in lieu of other supported payment methods which may be used with such service). The use of each Stored Value Balance is limited to the Platform in connection with which it is issued, meaning that it may not be used to make payments to any other Provider, or through any other Platform, with which the Tilia Service is integrated.
3.3.2. Crediting the Stored Value Balance
Each Stored Value Balance may only be credited through your exchange of Virtual Tokens and may not be funded directly by any payment method. The amount of the credit to your Stored Value Balance will be determined based on the then-current purchase price of Virtual Tokens. Provision of this credit is subject to the sole discretion of Tilia.
3.3.3. Process Credit from Stored Value Balance to Permitted Account
If you accumulate more value in your Stored Value Account than you need to pay amounts associated with the use of the Provider’s Platform, Tilia may, in its discretion and subject to its agreement with the relevant Provider, allow you to request a refund from the Stored Value Balance. Subject to your compliance with Tilia’s Terms, you may be permitted to request that Tilia process a credit from your Stored Value Balance, in an amount equal to all or a portion of the available funds associated with your Stored Value Balance, to your PayPal account or other account permitted by Tilia. Tilia, in its sole discretion, will approve or deny your request. If approved, the request will be subject to a fee (the “Process Credit Fee”) payable to Tilia, and the credit will be processed within approximately five (5) to ten (10) business days following the request. Some requests may take up to thirty (30) days to process. You may see this concept referred to as a “Process Credit” throughout the Website and other materials.
3.3.4. Funds in your Stored Value Balances
You are not required to maintain any funds in your Stored Value Balance in order to utilize the Tilia Service. If you do hold funds in your Stored Value Balance, those funds will not be insured to you by the Federal Deposit Insurance Corporation or any other entity, and you will not be entitled to any interest with respect to such funds.
Tilia may deduct amounts you owe Tilia from money you add or receive into your Stored Value Balance. If you open more than one Stored Value Balance, Tilia may set off the negative balance in one Stored Value Balance by using any funds that you maintain in your other Stored Value Balance(s). In the event that Tilia offsets a negative balance pursuant to this paragraph, it may be bundled with another debit coming out of your Stored Value Balance.
You agree that Tilia may apply any funds to be credited to, or which are held in, your Stored Value Balance to any amounts you owe Tilia pursuant to these Terms. To secure your performance of these Terms, you hereby grant to Tilia a lien on any security interest in and to the funds in your Stored Value Balance in the possession of Tilia.
3.3.5. Abandoned Property
If you leave funds in your Stored Value Balance unused for the period of time set forth by your state, country, or other governing body of residence in its unclaimed property laws, or if you close your Account and leave funds in your Stored Value Balance, or if we terminate your Account pursuant to Section 4.5 below and you do not meet any conditions necessary to reinstate it within six (6) months, we may process your funds in accordance with our legal obligations, including by submitting your funds to the appropriate governing body as required by law.
You agree to pay the applicable fees listed on our Fee Schedule published on the Website (”Fees”) for use of the Tilia Services. All Fees are charged at the time we process a transaction and are applied to the payment method you select. We reserve the right to change our Fees upon thirty (30) days’ advance notice. By continuing to use the Tilia Service after a change in the Fees, you hereby agree to such change. All Fees, charges, and payments collected or paid through the Payment Services are denominated in US dollars.
If you have funds in your Stored Value Balance and have not made any transfers to or from or otherwise accessed your Stored Value Balance for a period of twelve (12) months, your Stored Value Balance will be deemed an “Inactive Account.” Other forms of access besides a transfer include, for example, a balance inquiry or accessing your Account. Unless prohibited by applicable law, we reserve the right to deduct from any Stored Value Balance that is an Inactive Account a fee in the amount of the lower of (i) the amount set forth in our Fee Schedule or (ii) the balance of funds in the Inactive Account (the “Inactivity Fee”). The Inactivity Fee will be charged each successive month for as long as the Stored Value Balance is an Inactive Account.
We will provide you notice, in the form of an email to the email address you have registered with us at least three (3) days before any Inactivity Fee is deducted from your Inactive Account.
We will deduct an Inactivity Fee from your Stored Value Balance each month until one of the following events occurs:
- you make a transfer of funds into or out of, or otherwise access, your Stored Value Balance, such that it is no longer an Inactive Account; or
- the balance of your Inactive Account reaches zero; or
- you process a credit from your Stored Value Balance to a permitted account as described in Section 3.3.3 above.
For avoidance of doubt, you may process a credit or make payments to the relevant Provider out of your Stored Value Balance at any time, even if your Stored Value Balance is an Inactive Account.
4. Your Tilia Account
4.1. Identity Authentication
If you use certain Tilia Services, federal and state law requires that Tilia verify your identity. This means that Tilia may require you to provide your name, street address, date of birth, social security number, and other information that will allow us to identify you. We may also ask to see a copy of your driver’s license or other documents at any time. You authorize Tilia, directly or through third parties, to make any inquiries we consider necessary to validate your identity and the information you provide. You may be required to provide confirmation of ownership of your email address or financial instruments or you may have to verify your information against third party databases or other sources. Tilia reserves the right to close, suspend, or limit access to your Account and/or the Tilia Services in the event we are unable to obtain or verify this information or your identity.
4.2. Account Security
You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access your Account or the Tilia Services. You are fully responsible for all activity that occurs on your Account, including for any actions taken by persons to whom you may have granted access to your Account. Tilia is not responsible for transactions that are effected with your Account if someone accesses your Account IDs, passwords, or other codes necessary to access your Account.
4.3. Closing Your Account
You may close your Account at any time by following the instructions in your Account profile or terminating your account associated with the relevant Platform, unless prohibited by applicable law. Upon terminating your Account, we will cancel any transactions that you have pending, you will no longer be able to access the Tilia Service, and we will have no further obligation or liability to you under these Terms. Unless Tilia elects to refund the balance of your Stored Value Account, you shall not be entitled to any compensation or other payment, remedy, recourse or refund upon terminating your Account.
If you have funds associated with a Stored Value Balance, we will process refunds at our discretion in accordance with Section 3.3.5.
4.4. Limitations on Closing Your Account
You may not close your Account to evade an investigation. If you attempt to close your Account while we are conducting an investigation, we may hold any unused funds associated with your Stored Value Balance for up to 180 days to protect Tilia, its affiliates, a Provider, or any other third party against the risk of any reversals, chargebacks, claims, fees, fines, penalties, and other liability. You will remain liable for all obligations related to your Account even after your Account is closed.
4.5. Termination of Your Account
We may, in our sole discretion, suspend or terminate your Account for no reason or for any reason, including, without limitation, if you violate these Terms, if we determine that such action is necessary or advisable to comply with applicable law or protect the rights or the interest of Tilia, the Tilia Service, any Platform, Provider, or other third party. By way of illustration only, and without limiting the foregoing, Tilia may terminate your Account if you use the Tilia Service in a manner that the provider of a funding source linked to, or used in connection with, your Account, such as PayPal, believes violates its applicable rules or is an abuse of its service.
This termination may apply to all of your Tilia Accounts. Upon termination of your Accounts, the agreement between us governed by these Terms will be automatically terminated and you may not re-subscribe or return to the Tilia Service through other or future Accounts you or others may set up.
5. Customer Complaints - Money Transmission Activity
5.1. Alaska Users
If you have concerns with respect to the money transmission activities provided by Tilia, you may contact the Alaska Division of Banking and Securities at firstname.lastname@example.org, by phone at 907-465-2521, or by mail at P.O. Box 110807, Juneau, Alaska 99811-0807.
For unresolved issues, please file a complaint online at http://www.nmlsconsumeraccess.org.
5.2. California Users
If you have complaints with respect to any aspect of the money transmission activities conducted at this location, you may contact the California Department of Financial Protection and Innovation at its toll-free telephone number, 1-866-275-2677, by e-mail at email@example.com, or by mail at the Department of Financial Protection and Innovation, Consumer Services, 2101 Arena Boulevard, Sacramento, CA 95834.
5.3. Florida Users
If you are a user in the State of Florida and you have an unresolved complaint regarding Tilia’s money transmission activity after first contacting Tilia, please direct your inquiry to: Florida Office of Financial Regulation, 200 E. Gaines Street, Tallahassee, FL 32399-0376. The Office of Financial Regulation’s toll-free telephone number is 1-800-848-3792.
5.4. Maryland Users
The Commissioner of Financial Regulation for the State of Maryland will accept all questions or complaints from Maryland residents regarding Tilia Inc., license number 1272156, at Commissioner of Financial Regulation, Attention: Consumer Services Unit, 500 North Calvert Street, Suite 402, Baltimore, Maryland 21202. The Commissioner’s toll-free telephone number is: 1-888-784-0136.
5.5. Texas Users
If you have a complaint, first contact Tilia’s customer support by email at firstname.lastname@example.org or by phone at 1-855-979-1500. If you still have an unresolved complaint regarding Tilia’s money transmission activity, please direct your complaint to the attention of: Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705; 1-877-276-5554 (toll-free in the U.S.). Please visit www.dob.texas.gov for more information.
6. Releases, Disclaimers, Liability Limits and Identification
You agree not to hold Tilia liable for the actions, or inactions of other users or any Platform content created or posted by other users. As a condition of access to the Tilia Service, you release Tilia (and its officers, directors, shareholders, agents, subsidiaries and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more users, whether or not Tilia becomes or may become involved in any resolution or attempted resolution of the dispute.
If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
You agree and understand that Tilia does not control and is not responsible for information you provide to parties other than Tilia.
6.2. Tilia Service Provided on an “As is” Basis
TILIA PROVIDES THE TILIA SERVICE, INCLUDING WITHOUT LIMITATION ANY SOFTWARE, PROGRAMS, DOCUMENTATION, TOOLS, INTERNET-BASED SERVICES, COMPONENTS, THE WEBSITE, TILIA’S SERVERS, ANY UPDATES TO ANY OF THE FOREGOING, AND YOUR ACCOUNT, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT, INCLUDING VIRTUAL TOKENS OR STORED VALUE BALANCES.
Tilia does not ensure continuous, error-free, secure or virus-free operation of the Tilia Service or any component thereof, the Website, Tilia's servers (the "Servers"), or your Account, and you understand that you shall not be entitled to refunds or other compensation based on Tilia's failure to provide any of the foregoing other than as explicitly provided in these Terms.
Some jurisdictions do not allow the disclaimer of implied warranties and, to that extent, the foregoing disclaimers may not apply to you.
6.3. Tilia Service Interruptions and Data Loss
Tilia may on occasion need to interrupt the Tilia Service with or without prior notice. You agree that Tilia will not be liable for any interruption of the Tilia Service (whether intentional or not), and you understand that except as may otherwise be specifically provided in these Terms, you will not be entitled to any refunds of fees or other compensation for interruption of the Tilia Service. Likewise, you agree that in the event of data loss, we will not be liable for any purported damage or harm arising therefrom. Tilia owns the bits and bytes of electronic data stored on the Servers, and accordingly will not be liable for any deletion, corruption or data loss that occurs in connection with the Tilia Service. Tilia will solely determine any disposition of the electronic data stored on the Servers and will have no obligation to reproduce, process, transfer, extract or recreate any data from the Servers, except in accordance with applicable law.
The Tilia Service is subject to scheduled and unscheduled service interruptions and loss of server data, which you do not own and for which you will not hold us liable.
6.4. Limited Liability
IN NO EVENT SHALL TILIA, ITS PARENT COMPANY OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUBSIDIARIES, AGENTS OR LICENSORS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, RELIANCE, SPECIAL, OR PUNITIVE LOSSES OR DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE TILIA SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), OR ANY COMPONENT THEREOF, THE WEBSITE, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THESE TERMS, WHETHER OR NOT TILIA MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
EXCEPT AS MAY BE EXPRESSLY PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TILIA'S CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (i) ONE HUNDRED DOLLARS (U.S. $100.00); OR (ii) THE FEES, IF ANY, PAID BY YOU FOR USE OF THE TILIA SERVICE; PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.
Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you. In such jurisdictions, the liability of the Tilia parties to you is limited to the lowest amount permitted by applicable law.
At Tilia’s request, you agree to defend, indemnify and hold harmless Tilia, its parent company, and its and their officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (i) your acts, omissions, or use of the Tilia Service, including without limitation your negligent, willful or illegal conduct; (ii) your breach or alleged breach by you of these Terms; (iii) your violation or anticipatory violation of any applicable law, rule or order in connection with your use of or activities in the Tilia Service; (iv) information or material transmitted through your personal computer, mobile phone or other wireless or internet- enabled device that infringes or misappropriates any copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights or other intellectual property rights or proprietary rights recognized by law; (v) any misrepresentation made by you; (vi) Tilia’s use of the information that you submit to us, or to a Provider for use in connection with the Tilia Service; (vii) your purported “ownership” of any virtual items; or (viii) the increase or decrease in “value” or loss of virtual items if Tilia deletes, terminates, or modifies them (all of the foregoing, “Claims and Losses”). We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not settle any Claims and Losses without, in each instance, the prior, written consent of an officer of Tilia.
7. Dispute Resolution and Arbitration
7.1. Notifications of Dispute
Our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. If any controversy, allegation or claim arises out of or relates to the Tilia Service, the Website(s), the Content, these Terms, your decision to enter into these Terms, or any Additional Terms (collectively, “Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. However, if no such information exists or if such information is not current or correct, then we have no obligation under this section. Your notice to us must be sent to: Tilia Inc., 945 Battery Street, San Francisco, CA 94111, Attention: General Counsel. For a period of sixty (60) days from the date of receipt of notice from the other party, Tilia and you will engage in a dialogue in order to attempt to resolve the Dispute, though neither party is required to resolve such dispute on terms which each party, in its sole discretion, is uncomfortable.
7.2. Arbitration Procedure
IF WE CANNOT RESOLVE A DISPUTE WITHIN SIXTY (60) DAYS OF RECEIPT OF SUCH NOTICE, THEN EITHER YOU OR WE MAY ELECT TO SUBMIT THE DISPUTE TO FORMAL ARBITRATION AS HEREINAFTER DESCRIBED. WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND © JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.
Further, you and Tilia agree that, should resolution of the Dispute(s) occur in arbitration, such Dispute(s) will be arbitrated only on an individual basis and will not be consolidated with any other arbitration or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to this arbitration provision holds that this restriction, limiting the arbitration to Dispute(s) between you and Tilia, is unenforceable, then our agreement above to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 8.4 below.
Should either you or Tilia elect to resolve the Dispute by way of binding arbitration, the arbitration shall proceed in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association ("AAA"), except that in no event shall the arbitration proceed as a class or representative action. If the Dispute has a claimed value of not more than $10,000,000, then the arbitration will be heard and determined by a single, neutral arbitrator who is a retired judge or a lawyer with not less than ten (10) years' experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA's Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $10,000,000, then the arbitration will be heard and determined by a three (3) member panel, with one member to be selected by each party and the third (who will chair the panel) selected by the two (2) party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these Terms and any Additional Terms, will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award.
If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a "demand for arbitration," then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") using JAMS' streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and a legal officer of Tilia consent to in writing, except, as noted above, that in no event shall the arbitration proceed as a class or representative action. The substantive practice area requirements for the arbitrator and the $10,000,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above will also apply to any such arbitration under JAMS or other arbitration service.
You can obtain AAA and JAMS procedures, rules, and fee information as follows:
AAA: 1.800.778.7879 or www.adr.org
JAMS: 1.800.352.5267 or www.jamsadr.com
All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If the Dispute has a claimed value of not more than $250,000, an arbitration hearing will be conducted, at your election, either by telephone (or other mutually agreeable remote technology) or in the City and County of San Francisco, California. If the Dispute has a claimed value of more than $250,000, the arbitration will be conducted in the City and County of San Francisco, California. You and we will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules (including any rules regarding hardship); but if applicable arbitration rules or laws require Tilia to pay a greater portion or all of such fees and costs in order for this arbitration provision to be enforceable, or if the arbitrator(s) determine that you would experience an extreme hardship by paying your share of arbitration fees and costs prior to resolution of the Dispute, then Tilia will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator's decision must consist of a written statement stating the disposition of each claim of the Dispute and must provide a statement of the essential findings and conclusions on which the decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act. The arbitrator must honor the terms of these Terms (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys' fees) consistent with applicable law.
8. General Provisions
8.1. Entire Understanding
Any headings or descriptive summary sentences contained in these Terms are for convenience only and shall not affect the interpretation of these Terms. Additionally, the terms “include” and “including” are not limiting. As used in these Terms, references to a determination made in Tilia’s discretion means that the determination will be made by Tilia in accordance with its good faith business judgment. If any provision of these Terms shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
You may not transfer or assign any rights or obligations you have under these Terms without our prior written consent. You may not transfer or sublicense any licenses granted by Tilia in these Terms without our prior written consent, except solely to the extent these Terms expressly permit the transfer of a Virtual Token. Tilia reserves the right to transfer or assign these Terms or any right or obligation under these Terms (including any related licenses, sublicenses, or benefits), in whole or in part, at any time.
In the event of a conflict or inconsistency of a provision in these Terms and a provision in any other document or agreement, the provision that is most favorable to Tilia shall govern and control.
8.4. Law and Value
You agree that these Terms and the relationship between you and Tilia shall be governed by the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Further, you and Tilia agree to submit to the exclusive personal jurisdiction and venue of the courts located in the City and County of San Francisco, California, except as provided in Section 7 regarding arbitration.
8.5. No Equitable or Injunctive Relief
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES OR DAMAGES IN CONNECTION WITH YOUR USE OF THE TILIA SERVICE, THEN THE LOSSES AND DAMAGES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, PRODUCT, TILIA SERVICE, PLATFORM, PROVIDER OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, OR CONTROLLED BY TILIA OR A LICENSOR OF TILIA.
8.6. Attorneys’ Fees and Costs
All claims you bring against Tilia must be resolved in accordance with Section 7, Dispute Resolution and Arbitration, except as expressly provided therein. All claims filed or brought contrary to the Dispute Resolution and Arbitration section shall be considered improperly filed and a breach of these Terms of Service. Should either party file a claim contrary to the Dispute Resolution and Arbitration section, the other party may recover attorneys’ fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.