Tilli Consolidated Terms and Conditions

1. Acceptance and Scope

These Tilli Consolidated Terms and Conditions govern access to and use of the Tilli websites, portals, APIs, documentation, downloads, and related online properties, as well as access to and use of software-as-a-service, communications, payments, workflow, automation, analytics, AI, support, implementation, and related services that Tilli makes available on a subscription, transactional, or usage basis.

These Terms are between the person or entity accepting them and the applicable Tilli contracting entity providing the relevant Site or Services. For United States operations, the contracting entity is Utilli LLC (doing business as Tilli). For India operations, the contracting entity is Tilli Software India Private Limited. Those entities are referred to in these Terms individually or collectively, as applicable, as Tilli or Tilli Software.

Unless an Order Form, checkout flow, or separately signed agreement identifies a different Tilli contracting entity, the default contracting entity for Services offered to U.S.-based customers is Utilli LLC (d/b/a Tilli).

By accessing or using the Site or Services, clicking an acceptance button, signing or submitting an Order Form, or otherwise indicating assent, you agree to be bound by these Terms. If you accept these Terms on behalf of a company, governmental body, or other legal entity, you represent and warrant that you have authority to bind that entity.

2. Order of Precedence

If Customer and Tilli have entered into a separately negotiated master services agreement, SaaS agreement, order form, statement of work, data processing addendum, business associate agreement, service level exhibit, support exhibit, or other written agreement signed by both parties, the following order of precedence applies in the event of a conflict:

1. The signed Customer Contract Documents.
2. Any incorporated service exhibits, support exhibits, security addenda, or data processing addenda.
3. These Terms.
4. Any purchase order or other customer-issued document.

Any preprinted or conflicting terms in a purchase order, vendor onboarding portal, or similar customer form are void and of no effect unless expressly accepted in writing by Tilli.

Separate Policies and Compliance Documents

Tilli may maintain and update separate policies, notices, standards, and operational procedures relating to specific subject matters, products, workflows, or regulated activities, including the Tilli Privacy Policy and cookie disclosures, anti-slavery and anti-trafficking policies, anti-money laundering and sanctions policies, security notices, payment requirements, implementation standards, and product-specific documentation.

Except to the extent expressly incorporated by reference in an Order Form, signed Customer Contract Document, or applicable product workflow, a separate policy or compliance document is not intended to expand Tilli's warranties, service commitments, liability, or obligations beyond what is expressly stated in these Terms or the applicable signed agreement.

3. Definitions

• Account means any account, tenant, workspace, or administrative profile used to access the Services.
• Authorized User means an individual whom Customer authorizes to access the Services on Customer's behalf.
• Customer Data means non-public data, content, records, communications, files, configurations, prompts, and other information submitted to or made available to Tilli by or for Customer in connection with the Services, excluding Usage Data and De-Identified Data.
• Order Form means an ordering document, proposal, subscription form, or online order referencing these Terms and identifying the applicable Services, pricing, and commercial terms.
• Call to Action or CTA means any prompt, message, recommendation, reminder, notification, payment request, payment link, escalation, approval request, self-service action, workflow trigger, campaign step, or other user-facing or system-facing action initiated, suggested, scheduled, optimized, or executed through the Services.
• Services includes Tilli's products, modules, APIs, hosted software, AI features, implementation services, support, and related offerings, including XDEX, TilliPay, tilliX, TilliBeacon, tilliArch, Nudge, Beacon, JAREIS, and any successor, enhancement, add-on, or future Tilli product or production deployment.

4. Description of Services

Tilli provides a portfolio of digital engagement, communications, workflow, payments, analytics, AI, and related services. Depending on the purchased or enabled Services, features may include omnichannel communications, digital self-service tools, workflow and case management, payment links and payment orchestration, analytics and reporting, event-triggered workflows, AI-assisted guidance tools, onboarding, training, implementation, support, and integrations.

5. Accounts and Administrative Control

Customer is responsible for maintaining accurate account and billing information, designating and controlling administrative users, controlling Authorized User access rights, maintaining credential confidentiality, and promptly notifying Tilli of any suspected unauthorized access or security incident affecting an Account.

Customer is liable for all use of the Services through its Accounts and Authorized Users, whether or not specifically authorized by Customer, unless and to the extent caused by Tilli's breach of these Terms. Tilli may reject account registrations, disable credentials, or require credential resets where reasonably necessary for security, legal compliance, or protection of the Services.

6. Customer Responsibilities and Acceptable Use

Customer will not, and will not permit any third party to reverse engineer the Services, create unauthorized derivative works, resell or sublicense the Services except as expressly permitted, use the Services to build or benchmark a competing product, interfere with the integrity or security of the Services, introduce malicious code, or use the Services in violation of law, sanctions, privacy obligations, or third-party rights.

For communications, outreach, payments, and AI-enabled features, Customer is additionally responsible for obtaining required notices, consents, and permissions; ensuring the legality and accuracy of campaigns, messages, and payment instructions; and reviewing and approving, where appropriate, the content, recipients, timing, logic, and consequences of any CTA initiated, recommended, drafted, optimized, scheduled, or triggered through Beacon, Nudge, tilliX, JAREIS, or any other Service.

7. Site Use Terms

All content, code, designs, text, graphics, downloads, and materials on the Site are owned by or licensed to Tilli and are protected by applicable intellectual property laws. Subject to these Terms, Tilli grants Customer a limited, revocable, non-exclusive, non-transferable right to access and use the Site for internal business purposes and lawful evaluation or use of Tilli's offerings.

Tilli does not control and is not responsible for third-party sites, services, or policies linked from the Site.

8. Fees, Billing, and Taxes

Customer will pay all fees specified in the applicable Order Form or otherwise presented at the time of purchase or subscription. Unless otherwise stated in an applicable Order Form, invoices are due within thirty days from invoice date, overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, fees are non-cancellable and non-refundable except as expressly provided, and Customer is responsible for applicable sales, use, excise, VAT, GST, withholding, and similar taxes, excluding taxes based on Tilli's net income, property, or payroll.

If Customer exceeds purchased volumes, seats, message quotas, transaction counts, or other contracted metrics, Tilli may invoice Customer for such excess usage in accordance with the applicable pricing model.

9. Support and Service Levels

Tilli will provide support, maintenance windows, response targets, and uptime commitments only to the extent expressly stated in an Order Form, support exhibit, support plan, or service level exhibit. Scheduled maintenance, emergency maintenance, third-party outages, force majeure events, and customer-caused outages are excluded from uptime calculations unless otherwise agreed in writing.

10. Customer Data, Privacy, and Security

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Tilli a limited right to host, copy, transmit, process, display, adapt, and otherwise use Customer Data solely as necessary to provide, maintain, support, and secure the Services, perform implementation and support services, prevent fraud and abuse, comply with law, and enforce these Terms.

Tilli will implement and maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. If Tilli becomes aware of a confirmed security incident affecting Customer Data in Tilli's systems, Tilli will notify Customer without unreasonable delay and provide information reasonably necessary for Customer to understand the general nature and known impact of the incident.

Tilli may maintain a separate Privacy Policy for website visitors, leads, applicants, business contacts, and users of the Site or Services. Where Customer and Tilli enter into a separate data processing addendum, business associate agreement, or other signed privacy or regulated-data addendum, the more specific signed addendum controls for the covered processing activities.

11. Confidentiality

Each party receiving Confidential Information from the other party will use the other party's Confidential Information only as necessary to perform or exercise rights under these Terms, protect it using at least reasonable care, and disclose it only to personnel, contractors, advisors, subprocessors, and service providers with a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.

12. Intellectual Property and Usage Data

Tilli and its licensors retain all right, title, and interest in and to the Services, Site, Documentation, software, workflows, user interfaces, templates, models, improvements, Usage Data, De-Identified Data, and related intellectual property rights. Nothing in these Terms transfers any Tilli intellectual property rights except the limited rights expressly granted.

Customer grants Tilli a perpetual, irrevocable, worldwide, royalty-free right to use and exploit feedback without restriction or obligation.

13. Third-Party Services and Integrations

The Services may interoperate with third-party platforms, networks, cloud environments, AI models, payment rails, telecom providers, or other third-party services. Tilli is not responsible for acts, omissions, downtime, security failures, or service changes of third-party providers, or for third-party terms that apply to Customer's use of integrated services.

14. AI Features and JAREIS

Certain Services may include AI-enabled features, assistants, agents, automations, recommendations, summarization, classification, or other machine-assisted functionality, including JAREIS. AI outputs may be probabilistic and may contain inaccuracies, omissions, or incomplete reasoning. Customer remains solely responsible for reviewing AI-generated outputs before relying on them in production, operational, legal, regulatory, financial, or customer-facing contexts.

15. Suspension

Tilli may suspend access to all or part of the Services immediately, with or without advance notice, if Tilli reasonably determines that Customer has materially breached these Terms, Customer's use poses a security risk, Customer's use may subject Tilli or others to liability, suspension is required by law or a third-party provider, or Customer is delinquent on payment following applicable notice and cure periods.

16. Term and Termination

These Terms begin on the earliest date Customer accepts them or first accesses the Site or Services and continue until terminated in accordance with these Terms or the applicable Order Form. Either party may terminate for cause upon written notice if the other party materially breaches these Terms and fails to cure within thirty days after notice, except that non-payment, unlawful use, or security-sensitive breaches may permit immediate termination where reasonable.

Upon termination or expiration, Customer's right to access and use the affected Services ceases, accrued fees remain due, and Tilli may make Customer Data available for export or retrieval for a limited period after termination, after which Tilli may delete it unless legally prohibited from doing so.

17. Warranties and Disclaimers

Tilli warrants that it will provide the Services in a professional and workmanlike manner and use commercially reasonable efforts to maintain the Services in a manner generally consistent with prevailing industry practices.

18. Indemnification

Tilli will defend Customer against certain third-party claims that the paid Services infringe a United States patent, copyright, or trade secret, subject to customary exclusions and Customer cooperation obligations.

Customer will defend, indemnify, and hold harmless Tilli, its affiliates, and their officers, directors, employees, and agents from and against third-party claims arising out of or related to Customer Data, Customer's use of the Site or Services in violation of law or these Terms, Customer's messaging content or payment instructions, failure to obtain required permissions or consents, or any CTA, communication, outreach, payment request, workflow trigger, recommendation, escalation, or automated action initiated, approved, scheduled, or deployed by or on behalf of Customer through Beacon, Nudge, tilliX, JAREIS, or any other Service.

19. Limitation of Liability

20. Compliance with Laws

Each party will comply with laws applicable to its performance under these Terms. Customer may not use, access, export, re-export, transfer, or permit access to the Services in violation of export control laws, economic sanctions, anti-boycott laws, or other applicable laws of the United States or other relevant jurisdictions.

For Services involving payments, money movement, customer onboarding, identity verification, workflow-triggered payment or account actions, regulated communications, or other compliance-sensitive activities, Tilli may maintain and enforce separate anti-money laundering, sanctions, fraud-prevention, anti-trafficking, supplier or partner due diligence, and operational risk controls. Those controls may include screening, KYC or KYB procedures, beneficial ownership checks, transaction monitoring, velocity controls, holds, manual review, enhanced due diligence, document requests, geo-restrictions, workflow restrictions, delayed execution, rejection, suspension, or termination of affected transactions, Accounts, customers, partners, or Services.

21. Publicity

Neither party may issue a press release naming the other party without the other party's prior written consent, except as required by law. Tilli may identify Customer by name and logo as a customer of Tilli only if expressly permitted in the applicable Order Form or otherwise approved by Customer in writing.

22. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Maryland, excluding its conflict of laws rules.

Court Venue for Non-Arbitrated Disputes

For any dispute not subject to arbitration under these Terms or the applicable Customer Contract Documents, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Montgomery County, Maryland, and waive any objection based on personal jurisdiction, venue, or inconvenient forum.

Arbitration for Online and Self-Serve Customers

If Customer accepts these Terms through an online flow, click-through acceptance, website sign-up, self-serve subscription, self-serve product enrollment, or other non-negotiated electronic acceptance process, then any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association under its applicable commercial arbitration rules.

Unless the parties agree otherwise in writing, the seat and venue of arbitration will be Montgomery County, Maryland, the arbitration may be conducted remotely, virtually, in person, or in a hybrid format, the arbitration will be conducted in English, and the arbitrator will have authority to award any remedy available under applicable law except to the extent limited by these Terms.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction for claims involving misuse of intellectual property, unauthorized access, confidentiality breaches, data security issues, or other circumstances where immediate equitable relief may be appropriate.

If Customer and Tilli have entered into separately negotiated and signed Customer Contract Documents that specify a different dispute resolution procedure, arbitration procedure, or venue, those signed Customer Contract Documents control over this section to the extent of any conflict.

23. Electronic Contracting

To the fullest extent permitted by applicable law, electronic signatures, electronic acceptances, click-through acceptances, and electronically stored records are binding and enforceable and satisfy any legal requirement that a contract be in writing or signed. Records of acceptance, consent, use, access, and electronic execution maintained in the ordinary course of business may be used as evidence of formation and performance.

24. General Provisions

These Terms, together with any applicable Order Forms and incorporated documents, constitute the entire agreement between the parties with respect to the subject matter and supersede prior or contemporaneous oral or written understandings on that subject matter.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. Customer may not assign these Terms without Tilli's prior written consent except in connection with a permitted corporate transaction; Tilli may assign these Terms to an affiliate or in connection with a merger, acquisition, financing, corporate reorganization, or sale of assets.

If any provision of these Terms is held unenforceable, that provision will be reformed or limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.

25. Contact Information

For legal notices or questions about these Terms, contact Tilli Legal.