Tilli Terms of Use

Website Terms and Conditions of Use

These Terms of Use (“Terms”) govern your access to, and use of the websites, applications, software platforms, products, services, and related offerings (collectively called “Services”) provided by Utilli, LLC, dba Tilli (“Tilli”, “we”, “us”, or “our”).

By accessing or using any Tilli website, application, platform, product, or services, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree to these Terms, you must discontinue use of the Services immediately.

Restrictions on Use

All pages within this Website and any material made available for download (collectively the “Site”) are the property of Tilli. The Site is protected by federal and international copyright and trademark laws. No portion of the materials on these pages may be reprinted, republished, modified, or distributed in any form without the express written permission of Tilli. You may not copy, reproduce, distribute, modify, republish, or otherwise exploit the Site or its contents except as expressly permitted by Tilli in writing. You shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials and shall comply with any applicable end user license agreements.

Any rights not expressly granted by these Terms of Use, or any applicable end user license agreements are reserved by Tilli.

Definitions

For the purpose of the Terms:

• “Customer” means any individual or entity that accesses, registers for, purchases, or uses the Services.
• “User” means any employee, contractor, representative, or authorized individual using the Services on behalf of the Customer.
• “Customer Data” means information, content, records, payment information, account information, and other data submitted to or processed through the Services by or on behalf of the Customer.
• “End Users” means Individuals who interact with communications, websites, portals, payment experiences, or other services operated by Tilli’s Customers.

Eligibility and Authority

To access or use the Services, you must be legally capable of entering into a binding contract under applicable law.

By accessing or using the Services, you represent, warrant, and agree that:

• You are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater;
• You have the full right, power, and legal capacity to enter into and comply with these Terms;
• You are not prohibited from using the Services under any applicable law, regulation, court order, sanction, or governmental restriction;
• All information you provide to Tilli in connection with your use of the Services is true, accurate, current, and complete;
• Your use of the Services will comply with all applicable federal, state, local, and international laws, regulations, and industry requirements.

If you access or use the Services on behalf of a corporation, limited liability company, partnership, governmental entity, nonprofit organization, or other legal entity, you further represent and warrant that:

• You have the authority to bind such entity to these Terms;
• You are acting within the scope of your authority granted by that entity;
• Such entity agrees to be responsible for all activities conducted through its accounts and by its authorized users.

References to “you” and “your” throughout these Terms shall include both the individual user and the applicable legal entity.

Tilli reserves the right to refuse access to, suspend, or terminate any account if Tilli reasonably believes that a user does not satisfy the eligibility requirements set forth in this section or has provided false, misleading, or incomplete information.

Accounts and Account Security

Certain Services may require registration, account creation, credential issuance, or other authentication mechanisms.

When creating or maintaining an account, you agree to:

• Provide accurate, current, complete, and truthful registration and account information;
• Promptly update account information to ensure that it remains accurate and current;
• Maintain valid contact information for administrative, billing, legal, compliance, and security communications;
• Ensure that all account credentials are used solely by authorized users.

You are solely responsible for maintaining the confidentiality and security of all usernames, passwords, authentication credentials, and other account access mechanisms associated with your account.

You agree to implement and maintain reasonable administrative, technical, and physical safeguards to prevent unauthorized access to your account and the Services.

You shall:

• Restrict account access to authorized personnel only;
• Maintain appropriate password management practices;
• Promptly revoke access for users who no longer require access;
• Immediately notify Tilli of any suspected or actual unauthorized access, security breach, credential compromise, or misuse of the Services.

Tilli may rely on any instructions, requests, approvals, transactions, or activities submitted through your account and may treat such actions as authorized by you.

Except to the extent caused by Tilli’s gross negligence or willful misconduct, Tilli shall not be responsible for losses, damages, liabilities, or claims arising from:

• Unauthorized use of your account;
• Compromised credentials;
• Failure to maintain adequate security controls;
• Activities conducted through your account.

Tilli reserves the right to require password resets, multi-factor authentication, credential rotation, additional identity verification, or other security measures at any time to protect the Services, Customer Data, users, or third parties.

Tilli may suspend access to any account that it reasonably believes has been compromised, is being used fraudulently, poses a security risk, or violates these Terms.

Acceptable Use

You may use the Services only for lawful purposes and in accordance with these Terms.

You shall not, directly or indirectly:

• Use the Services in violation of any applicable law, regulation, industry standard, court order, or governmental requirement;
• Use the Services to engage in fraudulent, deceptive, misleading, unlawful, or unethical conduct;
• Upload, transmit, distribute, store, or make available content that is unlawful, defamatory, obscene, threatening, harassing, discriminatory, abusive, or otherwise objectionable;
• Transmit unsolicited communications, spam, phishing messages, or other unauthorized marketing communications;
• Use the Services to facilitate identity theft, financial fraud, payment fraud, money laundering, or other unlawful activity;
• Interfere with, disrupt, degrade, or impair the operation, availability, performance, or security of the Services;
• Circumvent, disable, defeat, or otherwise interfere with security features, access controls, usage limitations, or monitoring mechanisms;
• Introduce malware, viruses, worms, trojan horses, ransomware, spyware, or other malicious code into the Services;
• Attempt to gain unauthorized access to any system, network, account, database, application, infrastructure, or data;
• Access, monitor, or copy any portion of the Services through automated means without prior written authorization;
• Use bots, crawlers, scrapers, spiders, harvesting tools, or similar technologies to collect information from the Services;
• Reverse engineer, decompile, disassemble, copy, reproduce, modify, adapt, translate, or create derivative works of the Services except to the limited extent expressly permitted by applicable law;
• Conduct penetration testing, vulnerability assessments, benchmarking, load testing, or security testing without Tilli’s prior written consent;
• Use the Services to infringe, misappropriate, or violate the intellectual property, privacy, publicity, contractual, or other rights of any person or entity;
• Remove, obscure, alter, or modify any copyright, trademark, proprietary notice, or attribution appearing within the Services;
• Use the Services in a manner that could damage, disable, overburden, or impair the Services or any third-party systems connected to the Services;
• Resell, sublicense, lease, distribute, or otherwise make the Services available to unauthorized third parties except as expressly permitted in a separate written agreement with Tilli.

Tilli reserves the right, but has no obligation, to investigate suspected violations of this section and may suspend, restrict, or terminate access to the Services where it reasonably determines that a violation has occurred or may occur.

Intellectual Property Rights

The Services and all content, software, technology, trademarks, service marks, logos, designs, text, graphics, interfaces and materials are owned by Tilli.

The intellectual property of Tilli includes, but is not limited to, the logos, trademarks, and service marks of TILLI, NUDGE, TILLIPAY, TILLIARC, and TILLIONE. All other trademarks, service marks, and logos used on this Site are the trademarks, service marks, or logos of their respective owners.

Customer Data

Customer retains all right, title, and interest in and to the Customer Data. You grant Tilli a limited, non-exclusive right to access, process, store, transmit, and use Customer Data solely to:

• Provide the Services;
• Maintain and improve the Services;
• Comply with legal obligations;
• Protect the security of the Services.

Tilli does not acquire ownership rights in the Customer Data through the operation of the Services.

Feedback

If you provide suggestions, recommendations, ideas, enhancement requests, or other feedback relating to the Services, you grant Tilli a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback and suggestions without restriction or compensation.

Third-Party Services

The Services may integrate with or provide access to third-party platforms, networks, payment processors, software applications, and websites.

Tilli does not control and is not responsible for third-party services. Your use of third-party services is governed by the applicable third-party terms and policies.

Fees and Payments

Tilli Services may be offered on a paid, subscription-based, usage-based, transaction-based, or other fee-bearing basis. By purchasing, subscribing to, or using such Services, you agree to pay all applicable fees, charges, taxes, assessments, and other amounts associated with your use of the Services.

You agree to:

• Pay all fees and charges in accordance with the applicable order form, service agreement, pricing schedule, subscription plan, or other documentation governing the Services;
• Provide and maintain accurate, complete, and current billing, payment, and contact information;
• Remain responsible for any taxes, duties, levies, or governmental assessments arising from your use of the Services, excluding taxes based on Tilli’s income;
• Comply with all applicable billing terms, invoicing requirements, payment schedules, and collection procedures.

Unless otherwise agreed in writing, all fees are quoted and payable in U.S. Dollars and are non-refundable except where required by law or expressly provided in a separate written agreement.

Tilli reserves the right to modify pricing, fees, charges, subscription plans, usage limits, or billing practices upon reasonable notice to the extent permitted by applicable law.

Failure to pay amounts when due may result in suspension or restriction of access to the Services and termination of the applicable Services or account.

The exercise of any suspension or termination rights shall not relieve you of your obligation to pay amounts accrued prior to such suspension or termination.

Service Modifications

Tilli continually develops, improves, and updates its products and services. Accordingly, Tilli may modify, update, enhance, replace, discontinue, suspend, or remove portions of the Services, features, functionality, integrations, user interfaces, content, or technical specifications at any time.

Tilli may make such changes for a variety of reasons, including:

• Improving performance, security, reliability, or functionality;
• Addressing legal, regulatory, or compliance requirements;
• Responding to technological developments or industry standards to improve Services;
• Correcting errors, vulnerabilities, or operational issues;
• Retiring outdated features, products, or integrations.

While Tilli will use commercially reasonable efforts to provide notice of material changes where appropriate, Tilli is not obligated to provide advance notice for modifications that are necessary to protect the security or lawful operation of the Services.

Nothing in these Terms shall be construed as obligating Tilli to continue providing any particular feature, functionality, integration, product, service, or version of the Services for any specific period of time.

Tilli shall not be liable for any modification, suspension, discontinuation, or removal of any portion of the Services to the extent permitted by applicable law.

Suspension and Termination

Tilli reserves the right to suspend, restrict, disable, or terminate your access to the Services, in whole or in part, immediately and without prior notice where permitted by law if:

• You violate these Terms, Tilli's Privacy Policy or any other agreement governing the Services;
• Tilli reasonably believes that you have engaged in fraud, abuse, deceptive practices, unlawful activity, or other misconduct;
• Your use of the Services presents a security risk to Tilli, its customers, users, partners, systems, or third parties;
• Tilli is required to do so by law, court order, governmental authority, regulator, payment network, financial institution, or other applicable authority;
• Required fees, charges, or amounts remain unpaid when due;
• Information provided by you is inaccurate, misleading, incomplete, or cannot be verified;
• Continued provision of the Services would expose Tilli to legal, regulatory, financial, operational, or reputational risk.

Where reasonably practicable, Tilli may provide notice of a suspension and an opportunity to remedy the issue before terminating access. Tilli may provide you with a reasonable period of time to correct or remedy the issue before terminating access and further escalation. However, Tilli shall have no obligation to provide advance notice where immediate action is necessary to protect the Services, Customers, and Users.

Upon suspension or termination:

• Your right to access and use the affected Services shall immediately cease;
• Tilli may disable account access and related credentials;
• Any outstanding payment obligations shall become immediately due and payable to the extent permitted by law;
• Tilli may take reasonable measures necessary to protect its systems, data, customers, and business operations.

Termination or suspension shall not affect any rights, remedies, obligations, liabilities, or accrued claims that arose prior to the effective date of such suspension or termination.

Privacy Policy

Tilli respects the privacy of its users and is committed to handling Personal Information in accordance with applicable privacy and data protection laws.

Your access to and use of the Services is also governed by Tilli’s Privacy Policy, which describes how Tilli collects, uses, stores, discloses, protects, and otherwise processes Personal Information. The Privacy Policy is incorporated into these Terms by reference and forms part of this Agreement.

Warranty Disclaimer

THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND HYPERLINKED WEBSITES.

TILLI, ITS AFFILIATES AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR ANY HYPERLINKED WEBSITE.

Although Tilli attempts to ensure the integrity and accuracy of the Site, it makes no guarantee whatsoever as to the correctness or accuracy of the Site. In the event that an inaccuracy arises, please inform us so that it can be corrected. Information contained on the Site may be changed or updated without notice to align with the laws and regulations.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TILLI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR LOST-PROFIT DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TILLI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO TILLI FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

You agree to be responsible for claims, losses, liabilities, damages, costs, and expenses arising from your use of the Services where such claims result from:

• Your violation of these Terms;
• Your violation of applicable law;
• Data or content provided by you;
• Your infringement of the rights of any third party.

To the extent permitted by applicable law, you agree to indemnify and hold harmless Tilli and its affiliates from any third-party claims arising from the foregoing circumstances.

Nothing in this section shall be interpreted as requiring indemnification for claims arising from Tilli’s own negligence, willful misconduct, or violation of applicable law.

Confidential and Proprietary Information

In connection with the use of the Services, either party may disclose or make available certain non-public, proprietary, technical, financial, business, operational, security, or other confidential information (“Confidential Information”).

Each party agrees to:

• Protect the Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information of a similar nature, and no less than a reasonable degree of care;
• Use Confidential Information solely for purposes related to the performance, receipt, or use of the Services;
• Limit access to Confidential Information to employees, contractors, professional advisors, and representatives who have a legitimate need to know such information and who are subject to appropriate confidentiality obligations;
• Not disclose Confidential Information to any third party except as expressly permitted by these Terms or authorized by the disclosing party.

The obligations set forth in this section shall not apply to information that:

• Is or becomes publicly available through no breach of these Terms;
• Was lawfully known to the receiving party before disclosure;
• Is independently developed by the receiving party without use of or reference to the Confidential Information;
• Is lawfully obtained from a third party without restriction on disclosure.

A receiving party may disclose Confidential Information where required by applicable law, regulation, court order, subpoena, or governmental request, provided that the receiving party, where legally permitted, gives reasonable notice to the disclosing party and cooperates in seeking appropriate protective treatment.

The confidentiality obligations contained in this section shall survive the termination or expiration of these Terms.

Electronic Communications

You consent to receive communications electronically, including notices, disclosures, invoices, agreements, updates, and other communications related to the Services.

Electronic communications satisfy any legal requirement that such communications be in writing.

Links to Our Site

If you desire to provide a hyperlink from your Website to our Site, you must obtain Tilli’s prior approval and agree to any terms required by Tilli.

Links or Pointers to Other Sites

Tilli makes no representations whatsoever about any other Website that you may access through this Site. When you access a non-Tilli Website, please understand that it is independent from Tilli, and that Tilli has no control over the content on that Website. In addition, a hyperlink to a non-Tilli Website does not mean that Tilli endorses or accepts any responsibility for the content, or the use of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, trojan horses, and other items of a destructive nature.

Choice of Law and Venue

These Terms and Conditions are entered into in the State of Maryland and shall be governed by and construed in accordance with the laws of the State of Maryland, exclusive of its choice of law rules. Each party to these Terms and Conditions submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Montgomery in the State of Maryland and waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce these Terms and Conditions, the prevailing party will be entitled to costs and attorney’s fees. In the event that any of the Terms and Conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect.

Entire Agreement

These Terms and Conditions constitute the entire agreement between Tilli and you pertaining to the subject matter of this Agreement. In its sole discretion, Tilli may modify these Terms and Conditions by posting the revised version on this Site and you agree that each visit by you to this Site is a new transaction governed by the terms of use linked on this Site at that time.

Nudge Terms

Nudge is Tilli’s customer communication and engagement platform designed to facilitate omnichannel communications, customer outreach, billing notifications, payment reminders, account alerts, marketing campaigns, customer service interactions, and other digital engagement activities through channels such as SMS, email, WhatsApp, voice, IVR, push notifications, and other supported communication methods. Customers using Nudge agree that:

• You are solely responsible for the content, accuracy, legality, and appropriateness of all messages, notifications, campaigns, communications, and materials transmitted through the platform;
• You will obtain and maintain all necessary permissions, consents, authorizations, and opt-ins required by applicable law before initiating communications through the platform;
• You will comply with all applicable communications, consumer protection, privacy, data protection, anti-spam, telemarketing, and marketing laws and regulations;
• You will not use the platform for spam, deceptive messaging, or unlawful communications;
• You are responsible for maintaining records of customer consent, communication preferences, opt-outs, and related compliance requirements;
• You will not use the platform to send spam, phishing messages, deceptive communications, fraudulent content, or unlawful solicitations;
• Tilli reserves the right to suspend, reject, block, delay, or terminate communications transmitted through Nudge where necessary to protect the platform, comply with legal requirements, prevent abuse, mitigate risk, or enforce these Terms.

tilliPay Terms

tilliPay is Tilli’s payment orchestration, payment facilitation, and payment technology platform that enables organizations to accept, route, process, reconcile, monitor, and manage payment transactions.

End Users of tilliPay acknowledge and agree that:

• You are responsible for ensuring that all submitted transactions are legitimate, authorized, accurate, and compliant with applicable laws and payment network requirements;
• You will provide complete, accurate, and current payment, billing, settlement, and account information;
• Transactions may be monitored for fraud prevention, risk management, compliance, and security purposes;
• Certain transactions may be delayed, declined, suspended, reversed, or cancelled where required for security, compliance, fraud prevention, legal, or operational reasons;
• Where applicable, users must comply with PCI DSS requirements and maintain appropriate safeguards to protect payment information and sensitive financial data.

tilliX Terms

tilliX is Tilli’s enterprise digital engagement and self-service platform that enables organizations to provide digital bill presentment, account management, payment experiences, and related Services.

By using tilliX, you acknowledge and agree that:

• You remain responsible for the accuracy of information submitted through the platform and for complying with applicable laws governing their use of the Services;
• You are responsible for maintaining the accuracy of billing information, account balances, payment obligations, customer records, and transactional information made available through the platform;
• Customer-facing content, disclosures, notices, terms, policies, and regulatory communications presented through tilliX remain your responsibility;
• You will ensure that your use of the platform complies with applicable laws, regulations, industry requirements, accessibility obligations, and customer disclosure requirements;
• You are responsible for reviewing and validating information made available to End Users before publication or distribution;
• Tilli may update, modify, enhance, or replace portal functionality, user interfaces, workflow capabilities, integrations, reporting features, analytics tools, and related platform components from time to time as part of ongoing product development and service improvements.

tilliArc Terms

tilliArc is Tilli’s cloud-based document management, digital archiving, retention, storage, retrieval, indexing, and records management platform.

By using tilliArc, you acknowledge that:

• You retain ownership of all documents, records, files, images, data, and content uploaded to or stored within the platform;
• You are responsible for ensuring that uploaded content does not violate applicable law or infringe upon the rights of any third party;
• Tilli does not independently verify the accuracy, authenticity, legality, completeness, or regulatory sufficiency of archived materials;
• You remain responsible for satisfying all legal, regulatory, contractual, and industry-specific recordkeeping obligations applicable to your organization.

Contact Information