Enterprise API Merchant Terms
Date of Last Revision: July 31, 2014.
1. SUMMARY OF SERVICES
Tilt provides the most flexible and extensive group funding API platform for business websites and applications.
2. YOUR RELATIONSHIP WITH TILT
The Tilt Enterprise API is an application programming interface ("Enterprise API") by Tilt.com, Inc. or its subsidiaries ("Tilt," "we," "ours," or "us"). Please read this Enterprise API Merchant Terms (the "Terms") and make sure you understand it. By accessing, downloading, or using the Enterprise API, co-branded websites (including sub-domains, international versions, and application versions) or our other services, applications, widgets and content provided through or in connection with the services here (collectively, the "Services"), you agree to be bound by these Terms. Someone that has created an account through the Services or has contributed to a campaign on the Services is referred to as "User," "you," or "your." These Terms apply to the Services.
Before you use the Enterprise API, you should read each of the documents comprising the Terms, and print or save a local copy for your records.
2.3. Use of Other Tilt Services and Additional Terms
If you use the Enterprise API in conjunction with any other Tilt products or services, including any other Enterprise API, (collectively, the Service and all other Tilt products and services are referred to as the "Tilt Services"), your agreement with Tilt will also include the terms applicable to those Tilt Services. All of these are referred to as the "Additional Terms." If Additional Terms apply, they will be accessible to you either within or through your use of the applicable Tilt Services. If there is any contradiction between the Additional Terms and the Enterprise API Terms, then the Enterprise API Terms will take precedence only as they relate to the Enterprise API, and not to any other Tilt Services.
2.4. Precedence of Enterprise API Terms
If there is any contradiction between the Enterprise API Terms and other Enterprise API-related documents (including but not limited to the Enterprise API Documentation, then the Enterprise API Terms will take precedence.
2.5. Changes to the Terms
Tilt reserves the right to make changes to the Terms from time to time. When these changes are made, Tilt will make a new copy of the Terms available at https://www.Tilt.com/API-Terms (or such successor URLs that Tilt may designate from time to time). You understand and agree that if you use the Service after the date on which the Terms have changed, Tilt will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of the Enterprise API within thirty (30) calendar days of the change.
3. ACCEPTING THE TERMS
3.1. Clicking to Accept or Using the Enterprise API
In order to use the Enterprise API you must agree to the Terms. You can accept the Terms by: (1) clicking to accept or agree to the Terms, when this option is made available to you by Tilt in the user interface for the Service, or (2) using the Enterprise API. In this case, you understand and agree that Tilt will treat your use of the Enterprise API as acceptance of the Terms from that point onwards.
3.2. U.S. Law Restrictions
You may not use the Enterprise API and may not accept the Terms if (1) you are a person barred from using the Service under the laws of the United States or (2) your use of the Enterprise API violates the law (including without limitation laws regarding the import or export of data or software, privacy, or local laws), and (3) you will not use the Enterprise API to encourage or promote illegal activity.
3.3. Authority to Accept the Terms
You represent that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you don't have the legal authority to bind, please ensure that an authorized person from your entity consents to and accepts these Terms.
4. USING THE ENTERPRISE API
4.1. Gaining Access
In order to access or use the Tilt API, you must first become a registered Tilt developer and request an API Key ("API Key") and API Secret ("API Secret") by sending an email to [email protected] We may, or may not, provide you with access to the Tilt API at our sole discretion.
In your email request for an API Key and API Secret, you must (1) provide complete and accurate information, (2) state your specific use of the Enterprise API, and (3) a description of your Enterprise API Implementation.
An "Enterprise API Implementation" means a software application or website that uses the Enterprise API to transmit financial transaction information.
You are licensed to use the Tilt Enterprise API solely for the specific purpose you state when requesting an API Key and API Secret.
4.2. Your Password and Account Security
You agree that you will be solely responsible to Tilt for use of the Enterprise API under your API Key. If you become aware of any unauthorized use of your key(s), you agree to notify Tilt immediately. You will be responsible for maintaining the confidentiality of your Enterprise API Key. You agree that all officers, employees, agents, representatives and others having access to the Enterprise API Key will be vested by you with the authority to use the Enterprise API and legally bind you.
4.3. Open Source Software
Any third party component embedded, included or provided by Tilt for use with the Enterprise API may only be used in conjunction with the Enterprise API, and this use is subject to these Terms and the Enterprise API Documentation. However, to the extent Services include components governed by open source licenses with provisions inconsistent with these Terms, those components are instead governed solely by the applicable open source licenses. To the extent the Enterprise API includes components covered by open source licenses requiring the provision of corresponding source code for those components, Tilt hereby offers the provision of that source code consistent with those licenses.
Tilt may monitor the use of the Enterprise API to ensure quality, improve Tilt's products and services, and verify your compliance with these Terms. You will not interfere with such monitoring. Tilt may use any technical means to overcome such interference.
4.5. Communication from Tilt
You agree that we may send you certain communications in connection with your use of the Enterprise API. Please review the Enterprise API documentation for information about opting out of certain types of communication.
Our goal is to continually evolve the Tilt Enterprise API based on your feedback. Please send questions and suggestions to [email protected] If you elect to provide us with any feedback, you hereby assign all right, title and interest in and to such feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other obligation.
5. ENTERPRISE FEATURES & DESCRIPTION
You acknowledge and agrees that: (i) your sales of Products (as defined below) are transactions between you or a user on your Enterprise API Implementation and the buyer and not with Tilt or any of Tilt affiliates; (ii) Tilt is a third-party service provider communicating payment transactions and is not a party to any payment transaction; (iii) Tilt is not a buyer or a Seller in connection with any payment transaction; (iv) Tilt will not be responsible for and does not control any aspect of the Products or the description of the Products; and (v) Tilt will not be responsible for and does not control if a buyer will complete the purchase of or payment for Products.
"Products" means any merchandise, goods, or services offered by you or your users that a buyer may pay for using the Enterprise API or any donations that may be made to with or without tax deductibility.
"Seller" means a person or entity, whether the party integrating the Enterprise API or a user or customer of said the party integrating the Enterprise API, which sells Products to another person or entity.
5.2. Permissible Payment Transactions
You may only use the Enterprise API to communicate a payment transaction for a Product initiated by a buyer through a legitimate, bona fide sale of the Product. Tilt may not be used to process a payment transaction, or otherwise transfer money between a buyer and Seller, which does not directly result from a buyer's purchase of a Product. Notwithstanding the foregoing, if the Seller identifies its primary product type as "non-profit", and Seller is in compliance with all of its applicable requirements (legal or otherwise), then Seller may use Tilt to communicate the payment transaction for donations from the donors. Seller may not use the Enterprise API to provide cash advances to buyers or to facilitate the purchase by buyers of cash equivalents (e.g., travelers checks, prepaid cards, money orders). Seller may not use the Enterprise API to communicate payment transactions in connection with an illegal transaction or the sale or exchange of any illegal or prohibited goods or services, including without limitation prohibited business transactions as stated in Section 14.3.3.
5.3. Use of Enterprise API
Seller must comply with these Terms and any other limits concerning use of the Enterprise API as updated by Tilt from time to time. Tilt has the right (i) to change, suspend or discontinue the Enterprise API, in whole or in part, as necessary to perform maintenance or updates to the Enterprise API, (ii) to impose limits on certain features or restrict access to parts or all of the Enterprise API without notice and without liability, and (iii) monitor your use of the Enterprise API to ensure quality, improve Tilt products and services, and verify your compliance with these Terms. Seller will not interfere with such monitoring. Tilt may use any technical means to overcome such interference.
Tilt may establish limits concerning the use of the Enterprise API or may decline to facilitate a transaction for any reason, including, but not limited to fraud prevention, risk mitigation, applicable law, or a violation of these Terms. The facilitation of a transaction does not indicate that a buyer's payment instrument has sufficient available funds, that the transaction will be authorized or processed, or that the transaction will not later result in a chargeback or other reversal. Seller is solely responsible for the establishment of a payment card acquiring agreement with a card acquiring bank which permits the processing of transactions. Seller is responsible for all fees, charges and expenses associated with the card acquiring agreement.
5.4. Prohibited Actions
Unless expressly permitted in writing by Tilt a Seller may not: (a) add any service use surcharge to a payment transaction through the Enterprise API; (b) permit the use of the Enterprise API for payment of any debt owed to Seller by buyer; or (c) interfere with or disrupt the Enterprise API or the servers or networks providing the Enterprise API services.
5.5. Beta Features
From time to time, Tilt may make beta features available to you as part of the Enterprise API, which are provided "as is." Your and Seller's use of Beta Features is solely at your and their own risk. Tilt reserves the right, in its sole discretion, to include or cease providing Beta Features as part of the Enterprise API at any time.
6. PCI COMPLIANCE
The Enterprise API has been assessed by a third party to be PCI Compliant Level 1. You must assess your specific implementation to ensure it is PCI Compliant.
7.1. Enterprise API Implementation
You agree not to use the Enterprise API through websites, applications or mobile sites other than the your own Enterprise API Implementation. Tilt at all times reserves approval authority as to the implementation of the Enterprise API on each Enterprise API Implementation, and Tilt may upon notice suspend your use of the Enterprise API until you correct implementation issues as reasonably specified by Tilt.
7.2. Implementation Setup
You agree to provide current, complete and accurate registration information for the Enterprise API and to maintain and promptly update the information. You will set up and maintain a Settlement Account that is capable of receiving funds through the Automated Clearing House network ("ACH Network"). A "Settlement Account" means the deposit account of Seller maintained at a financial institution located in the United States that is designated by you and approved by Tilt for receipt of funds from the processing of payment transactions through the ACH Network. You authorize Tilt to confirm that the Settlement Account is in good standing with the financial institution, including by submitting a request for a payment authorization and/or a low monetary credit to the Settlement Account. You authorize Tilt to reconfirm the Settlement Account any time the account information is changed. You also authorize Tilt to obtain from time to time a credit report and to otherwise make credit or other background inquiries on you as Tilt deems appropriate to assess your eligibility for continued use of the Enterprise API. Tilt may require you to provide additional information from time to time as a condition of your continued use of the Enterprise API in connection with a credit or other background inquiry.
7.3. Implementation Updates
You will provide Tilt with sixty (60) days advance notice of any change to a your Enterprise API Implementation or the code or technology used to implement the Enterprise API on a Enterprise API Implementation that could reasonably be expected to adversely affect your implementation of the Enterprise API; provided that giving notice will not relieve Seller of its obligations under this Agreement. If Tilt updates the technical or implementation specifications for the Enterprise API, you will implement the updates as soon as reasonably practical, but no later than ninety (90) days of receiving notice of the updates. If Tilt updates its look and feel or branding specifications, you will implement the updates as soon as reasonably practical, but no later than thirty (30) days of receiving notice of the updates.
7.4.1. In General
Tilt has no obligation to provide you or your end users with support. You are solely responsible for providing end user support and any other technical assistance for Enterprise API Implementation that includes or relies upon the Enterprise API. Tilt may redirect end users and potential users of your Enterprise API Implementation to your email address associated with your developer account for purposes of answering inquiries and support questions. If Tilt elects at any time to provide support, Tilt may terminate the support at any time without notice to you for any or no reason. You agree that any telephone communications between you and Tilt related to the support or operation of the Service may be recorded by Tilt for quality assurance and training purposes.
7.4.2. Premium Support
Tilt may, but is not obligated to, offer advanced support and integration help that will be provided at a premium. The terms of any premium support will be established in a separate written agreement between you and Tilt.
7.5. Your End Users
7.6. Permitted Access
You will only access (or attempt to access) the Enterprise API by the means described in the Enterprise API documentation. You will not misrepresent or mask either your identity or your Enterprise API Implementation's identity when using the Enterprise API.
7.7. Limits on Your Use of the Enterprise API
Tilt may set limits on the API requests that you can make, at its sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. The limitations, if any, can be found in our Enterprise API documentation. Tilt reserves the right to establish Enterprise API Implementation specific use limits.
7.8. Modifications & Deprecation
Tilt has the right but not the obligation to release subsequent versions of the Enterprise API and to require you to obtain and use the most recent version.
Tilt will announce if it intends to discontinue or make backwards incompatible changes to this API. Tilt will use commercially reasonable efforts to continue to operate those Enterprise API versions and features without these changes until six months after the announcement.
The above policy is the "Deprecation Policy*."
8. YOUR ENTERPRISE API IMPLEMENTATION
8.1. Enterprise API Implementation
The Enterprise API is designed to help you enhance your software application or website. Tilt reserves the right to investigate any Enterprise API Implementation for compliance with these Terms. Such investigations may include Tilt accessing and using your Enterprise API Implementation, for example to identify security issues that could affect Tilt or its users. You consent to any such investigation. Tilt may suspend access to our APIs by you or your Enterprise API Implementation without notice if we reasonably believe that you are in violation of these Terms.
You will use commercially reasonable efforts to protect user information collected by your Enterprise API Implementation, including personally identifiable information ("PII"), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information.
8.3. User Privacy and Enterprise API Implementation
9. TILT'S RIGHTS
You expressly acknowledge that Tilt retains all worldwide right, title, and interest in and to the Tilt Enterprise API, including all intellectual property rights therein. You also acknowledge that as between you and Tilt, Tilt owns all right, title, and interest in and to the Tilt Enterprise API, Tilt Brand Features, and the Tilt Services (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are reserved by Tilt. You agree that you will not challenge Tilt's ownership of, the validity of any license to use, or otherwise copy or exploit the Tilt Brand Features during or after the termination of this agreement except as specifically authorized herein. If you acquire any rights in the Tilt Brand Features or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to Tilt, immediately assign such rights to Tilt.
9.2. Tilt Development
You understand and acknowledge that Tilt may independently create software applications, content and other products or services that may be similar to or competitive with Enterprise API Implementation, and nothing in these Terms will be construed as restricting or preventing Tilt from creating and fully exploiting such pursuits without any obligation to you.
As provided for in the Enterprise API Documentation, or as requested by Tilt, you agree to display (1) attribution links or logos, such as "Powered by Tilt" or a Tilt branding logo (collectively "Attribution Marks") or (2) a designation of Campaign verification or approval by Tilt ("Seals") on the main site page, campaign page, and during checkout. For attribution change requests made by Tilt, you must make such changes in your Enterprise API Implementation within a commercially reasonable, time, but in no event more than thirty (30) business days.
You understand and agree that Tilt has the sole discretion to determine whether your attribution(s) and use of Tilt's Brand Features are in accordance with the above requirements and guidelines.
You must not issue any press release or make any public statement related to the Services, or except as expressly provided in these Terms, use our or any of our names or Marks (as defined below) in any way without our prior written permission.
You will not make any statement regarding your use of the Enterprise API that suggests partnership with, or sponsorship or endorsement by Tilt without Tilt's prior written approval.
10.3. Promotional and Marketing Uses
In the course of promoting, marketing, or demonstrating your use of the Enterprise API, Tilt may produce and distribute depictions, including screenshots, video, or other content from your Enterprise API Implementation, and may use your company or product name. You grant us all necessary rights for the above purposes.
11. LICENCES FROM TILT TO YOU
11.1.1. "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, as secured by each party from time to time.
11.1.2. "Your Content" means any content that you provide to your implementation of the Enterprise API in your Enterprise API Implementation, including data or payment card information.
11.2. Enterprise API License
Subject to these Terms, Tilt gives you a personal, worldwide, royalty-free, non-transferable, non-assignable and non-exclusive license to use the Enterprise API as provided by Tilt, in the manner permitted by the Terms.
11.3. Brand Feature License
11.3.1. Grant. Subject to these Terms, Tilt gives you a personal, worldwide, royalty-free, non-transferable, non-assignable, non-sublicenseable, and non-exclusive license to display Tilt's Brand Features solely for the purpose of promoting or advertising your authorized use of the Service in accordance with this Section and for the purpose of fulfilling your obligations under the Terms. Except where expressly stated, these terms do not grant either party any right, title, or interest in or to the other party's Brand Features. All use by you of Tilt's Brand Features (including any goodwill associated therewith) will inure to the benefit of Tilt.
11.3.2. Restrictions. In using the Tilt Brand Features, you will agree to Tilt's Brand Agreement and abide by Tilt's usage rules, all of which can be found in our Brand Guidelines.
11.4. Determination of Compliance
Tilt reserves the sole right and discretion to determine whether your use of the Enterprise API, and Brand Features is in compliance with applicable terms.
12. LICENSE REQUIREMENTS
When making available an Enterprise API Implementation to end users, you must:
12.1.2. Protect the privacy and legal rights of those users.
12.2. Responsibility for Breaches
You agree that you are solely responsible for (and that Tilt has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences of any such breach (including any loss or damage that Tilt may suffer).
13. LICENSE RESTRICTIONS
Except as expressly permitted under the Terms, or unless you have received prior written authorization from Tilt, Tilt's licenses above are subject to your adherence to all of the restrictions in this Section.
13.1. General Restrictions
You must use the Enterprise API in a manner that is compliant with all laws, regulations, ordinances, directives, and any government imposed restrictions on your actions. For example, you cannot use our platform in a manner related to the sale of controlled substances, pornographic items, securities, regulated weapons or accessories, or anything else that would be illegal. However, there are plenty of other illegal activities in this world. Please don't use the Enterprise API to engage in them.
Also, you may not use the Enterprise API in a way that: * Hides or masks from Tilt the identity of your Enterprise API implementation as it uses the service, including by failing to follow identification conventions listed in the Enterprise API documentation. * Impersonates or attempts to impersonate Tilt, a Tilt employee, another user or any other person or entity (including, without limitation, by using email addresses or profile names associated with any of the foregoing). * Attempts to reverse engineer or decompile the Enterprise API or any component, or attempts to create a substitute or similar service through use of or access to the Enterprise API, unless this is expressly permitted or required by applicable law.
13.1.1. Don't Violate Tilt Policies
You must not violate any policies in the Enterprise API Documentation or violate other policies as Tilt may develop from time to time, including but not limited to the Tilt's policies below, under which you agree not to:
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- upload, post, transmit or otherwise make available any inappropriate, defamatory, obscene, or unlawful content;
- upload, post, transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the rights, or have the permission of the owner or other legal justification to use such content;
- upload, post, transmit or otherwise make available messages that promote pyramid schemes, chain letters, or disruptive commercial messages or advertisements;
- use any process to monitor or copy any transmission through the Enterprise API or for any other unauthorized purpose, including but not limited to communications related to it without our prior written consent.
- upload, post, email, transmit or otherwise make available any other content, message, or communication prohibited by applicable law, the Terms or any applicable Service policies or guidelines;
- download any file posted by another that you know, or reasonably should know, cannot legally be distributed in such manner;
- impersonate another person or entity, or falsify or delete any author attributions or labels of the origin or source of Content, or other material;
- restrict or inhibit any other user from using and enjoying the Service or any other Tilt Services;
- use the Enterprise API in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Enterprise API, including their ability to engage in real-time activities through the Enterprise API.
- attempts to gain unauthorized access to, interfere with, damage or disrupt any parts of the Enterprise API, the server on which the Enterprise API are stored, or any server, computer, or database connected to the Enterprise API.
- attacks the Enterprise API via a denial-of-service attack or a distributed denial-of-service attack.
- delete, obscure, or in any manner alter any brand features, logos, warnings, notices (including but not limited to any copyright or other proprietary rights notices), or links that appear in the Service;
- interfere with or disrupt the Enterprise API, servers, or networks connected to the Tilt Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Tilt Services;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Tilt Services or collect information about users for any unauthorized purpose;
- display content in your Enterprise API Implementation that falsely expresses or implies that such content is sponsored or endorsed by Tilt;
- create user accounts by automated means or under false or fraudulent pretenses, or obtain or attempt to obtain multiple keys for the same URL;
- promote or provide instructional information about illegal activities; promote physical harm or injury against any group or individual; or
- transmit any malicious code (including but not limited to viruses, worms, defects, and Trojan horses), or any other items of a destructive nature.
Basically, don't mess with Texas or Tilt (some of our founders are from Texas.)
If you create Campaigns that constitute regulated activity, you are solely responsible for filing all applicable reports or regulatory filings.
14. PAYMENT PROCESSING
14.1. Our Role
You acknowledge and agree that Tilt offers the Enterprise API to facilitate the communication of payment transactions in connection with Product purchases through the Enterprise API Implementation.
Tilt is not a bank or other chartered depository institution and funds held by Tilt's service providers in connection with the processing of payment transactions are not deposit obligations of you or the Seller and are not insured for the benefit of you or the Seller by the Federal Deposit Insurance Corporation or any other governmental agency. Additionally, Tilt is not a money services business ("MSB") and we do not offer MSB services as defined by the United States Department of Treasury. We do not assume any liability for the Products purchased through our Enterprise API.
14.2. Payment Methods on Tilt - Payment Processor
The Enterprise API helps you accept and process credit and debit card payments (collectively "Cards") on your Enterprise API Implementation. Tilt's The Enterprise API is able to communicate with Balanced Payments for payment processing.
In order to process payments with the Enterprise API, you will need to establish a Balanced Payments Marketplace Merchant Account, unless otherwise agreed to with Tilt.
You are solely responsible for verifying identity of your users and determining their eligibility to purchase Products. Tilt does not guarantee or assume any liability for transactions authorized and completed which may later be reversed or chargedback (see Chargebacks below). You are solely responsible for all reversed or chargedback transactions, regardless of the reason for, or timing of, the reversal or chargeback. Tilt may add or remove one or more types of cards as supported payment card any time. If we do so we will use reasonable efforts to give you prior notice of the removal.
Please contact Tilt at [email protected] for pricing information. Your use of the Enterprise API is subject to Tilt's pricing.
14.2.2. Prohibited Business & Transactions
Tilt's Payment Processor's list of prohibited businesses and transactions can be found here.
15. Restrictions Against Commercial Use
Your Enterprise API Implementation cannot charge any fees beyond what Tilt charges you for your use of the Enterprise API and what fees you pay for payment processing, rounded to the highest whole percent, except as permitted by Tilt. Contact us at [email protected]
We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, you can find information about submitting notices, and Tilt's policy about responding to notices at http://www.Tilt.com/Terms.
You may terminate you legal agreement with Tilt at any time by (1) providing Tilt advanced notice, (2) discontinuing your use of the Enterprise API, and (3) removing your Enterprise API code from your Enterprise API Implementation.
Tilt reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Enterprise API, in whole or in part, for any reason or for no reason, with or without notice. You agree that Tilt will not be liable to you or to any third party for any modification, suspension or discontinuance of the Enterprise API.
When this legal agreement terminates, those Terms that by their nature are intended to continue after termination of these Terms do, and survive indefinitely.
19. DISCLAIMER OF WARRANTIES
NOTHING IN THESE TERMS EXCLUDE OR LIMIT TILT'S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND TILT'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ENTERPRISE API (INCLUDING ALL SOFTWARE, DATA TRANSMISSION, FUNCTIONS, MATERIALS AND INFORMATION PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICE) IS AT YOUR SOLE RISK AND THAT THE SERVICE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TILT AND ITS AFFILIATES AND AGENTS DISCLAIM ALL WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING WITHOUT LIMITATION WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TILT DOES NOT WARRANT THAT THE OPERATION OF THE ENTERRPISE API WILL BE UNINTERRUPTED OR ERROR FREE. TILT WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, POWER OUTAGES, SYSTEM FAILURES, OR OTHER INTERRUPTIONS THAT MAY AFFECT THE ENTERPRISE API.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TILT, OR THROUGH OR FROM THE ENTERPRISE API, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
20. LIMITATIONS OF LIABILITY & INDEMNIFICATION
TILT (INCLUDING ITS AFFILIATES AND AGENTS) WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR PROCUREMENT OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF TILT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS. IN NO EVENT WILL TILT'S LIABILITY ARISING OUT OF THIS AGREEMENT AND THE ENTERPRISE API (WHEN AGGREGATED WITH TILT'S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT AND THE ENTERPRISE API) EXCEED THE NET FEES THAT TILT HAS RECEIVED AND RETAINED UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated in this paragraph and that these limitations are an essential basis of the bargain between the parties. You will indemnify, defend and hold the Tilt Indemnified Parties harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) brought against any of the Tilt Indemnified Parties, arising out of or related to (i) the Enterprise API Implementation, (ii) your Brand Features; and/or (iii) any breach of or non-compliance with this Agreement or the Policies by you. "Tilt Indemnified Parties" include (i) Tilt and our subsidiaries and affiliates and (ii) officers, directors, agents, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (including without limitation our payment processors) of Tilt and our subsidiaries and affiliates. Tilt may join in defense with counsel of its choice at its own expense. 21. GENERAL
21.1. Entire Agreement
These Terms constitutes the entire agreement between you and Tilt and governs your use of the Enterprise API, superseding any prior or contemporaneous agreements, proposals, discussions, or communications between you and us on the subject matter here.
21.2. Law and Forum for Legal Disputes
These Terms or any claim, cause of action or dispute ("claim") arising out of or related to these Terms shall be governed by the laws of the state of California regardless of your country of origin or where you access the Enterprise API, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Tilt agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in San Francisco County, California and each party submits to the personal jurisdiction in these courts.
21.3. No Waiver
No waiver of any terms of these Terms shall be deemed a further or continuing waiver of such term or any other term. Tilt's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to reform such provision to give effect to the parties' intentions as reflected herein. The other provisions of the Terms shall remain in full force and effect.
21.5. Force Majeure
Neither party will be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
You may not assign (including by way of merger, sale of stock, or sale of assets) this agreement or any rights or obligations under this agreement without the prior written consent of Tilt. Any attempt by you to make an assignment or transfer in violation of this paragraph will be void and without effect.
Tilt may assign these Terms and such assignment will inure to the benefit of Tilt, its successors, and assigns.
21.7. Geographic Restrictions
Tilt is based in the state of California in the United States. You agree to comply with all laws, restrictions, and regulations relating to the export of products and information. For purposes of the U.S. Export Administration Act ("Export Laws"), you warrant that you are: (a) not a citizen, or otherwise located within, an embargoed nation (including without limitation the Office of Foreign Assets Control ("OFAC") comprehensively embargoed countries of Iran, Syria, Cuba, North Korea and Sudan and certain Specially Designated Nationals listed by OFAC as updated from time to time and (b) not otherwise prohibited under the Export Laws from receiving such products and information.
21.8. Cooperation with Authorities and Police Enforcement
You acknowledge that we have the right to report to law enforcement authorities any actions that may be considered illegal or unlawful, as well as any reports we receive of such conduct. When requested, Tilt reserves the right to cooperate fully with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Services.
21.9. Time to File Claim
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Enterprise API or under these Terms must be filed by either party within two (2) years after such claim or cause of action arose or be forever barred.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
Summary of Updates to this Enterprise API Merchant Terms:
On July 30, 2014 we changed our name from Crowdtilt to Tilt.
On April 4, 2014 we released a completely new Enterprise API Merchant Terms. Please read it in its entirety.