Terms and Conditions

By using the Software, setting up a subscription, or purchasing and/or using the Services, you signify your acceptance of this Agreement, and any amendments or updates hereto.

Tilo has the right to revise this Agreement, at any time by notifying you of the revised Agreement via the Software without any further notice. All changes are effective immediately when Tilo notifies you by posting such updates through the Software or via email to the address listed on the order form. Your continued use of the Software or the Services after any changes to this Agreement have been posted, shall be deemed your acceptance of those revisions.

By using the Tilo Services, you represent and warrant that: (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) if you are under 18, you are 13 years of age or older and the Client is your parent or legal guardian; (d) your use of the Services does not violate any applicable law, regulation, rule, standard, or guideline that governs your use of the Services, including all State, local, municipal, governmental, federal, and industry standards (collectively, the "Rules"); (e) you are authorized to agree to this Agreement; (f) you are an authorized user of the business entity contracted with Tilo to use the Services; (g) you will comply with the Fair Credit Reporting Act (FCRA), as amended by the Fair and Accurate Credit Transactions Act of 2003 (FACTA), the Americans with Disabilities Act (ADA) and other applicable equal opportunity laws, the Gramm-Leach-Bliley Act of 1999 (GLBA), the Driver's Privacy Protection Act of 1994 (DPPA), the laws of the applicable state issuing Motor Vehicle Records (MVR), the Equal Credit Opportunity Act (ECOA), the Truth In Lending Act (TILA) and all other applicable local, state and federal laws regarding Information, as well as the permissions and limitations of Tilo.

At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or Client's identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals, financial statements or records pertaining to your compliance with this Agreement or require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of your access to the Services.

You expressly represent and acknowledge that the Services cannot replace Client's duties to manage and monitor its business, and that the Services are provided "as-is," without any warranty as to fitness, merchantability, or otherwise, and that Client is solely responsible to ensure that its business needs are met. Tilo will not be responsible for any failures related to the Services, including errors, inaccuracies, failures, delays, bugs, inconsistencies, or any other issues related to electronic payment processing transactions and/or monitoring and any losses, damages, fees, fines, or penalties related to your use of the Services.

You agree to provide Tilo notice of any updates related to your and/or Client's use of the Services, including any suspicious activity that may result in losses, any change in Client's business or change related to any of Client's customers, and any potential breach of this Agreement. You are responsible for installing, configuring, and using the Service, Software, and equipment, wires, cables, internet, point-of-sale systems ("Hardware"), including account set up and configuration settings (unless Tilo or a third party reseller provides remote support as part of your subscription), compliance with applicable laws and regulations, and establishing any payment processing or other services compatible as confirmed by Tilo for use with the Service. You will provide Tilo access to your network, system, data, and relevant information as reasonably required to perform the Service.

Client shall solely be responsible for the management of and access to the Software and use of the Services, and shall safeguard and maintain confidential login information, including user IDs, passwords, and other secure identification mechanisms, whether provided or created through direct user account creation, email, or instructions provided to administrators, sales agents, and customer service representatives. Client shall not disclose or share its login information with any other person. In addition, Client shall be responsible for all user activity within the Software related to Client's use of the Services.

You are entirely responsible for the content of, and any harm resulting from, any content you upload to the Software or which Tilo collects from you (collectively, "Contribution"). When you create, upload or make available a Contribution, you represent and warrant that it does not infringe any third-party rights, contains no viruses or malicious code, is not obscene or unlawful, does not solicit personal information from minors, and otherwise complies with applicable law and the terms of this Agreement.

You may not access or use, or allow others to access or use, the Software for illegal transactions, personal, family or household purposes, or any purpose other than that for which Tilo makes it available. Prohibited activity includes criminal or tortious activity, advertising or solicitation to other users, transmitting chain letters or junk email, automated use of the system, interfering with or disrupting the Software, impersonating others, selling or transferring your profile, harassing or harming others, and any access or attempt to access non-public Tilo or vendor systems, programs, data, or services.

You may not copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way any data, content, or any part of the Services, or any documentation, except as expressly permitted by applicable laws and regulations. You may not act as a service bureau or pass-through agent for the Services with no added value, transfer rights granted to you under this Agreement, work around any of the technical limitations of the Services, reverse engineer the Services except as expressly permitted by Laws, or impose an unreasonable or disproportionately large load on the Service.

Offering, using, or permitting the use of the Services in any way related to any Prohibited Business, including but not limited to: (a) illegal gaming and gambling, (b) illegal firearms, (c) illegal pharmaceuticals and related goods, (d) illegal adult-related content and/or products, (e) any products and/or services that do not comply with any local, state, and/or federal laws, rules, or regulations, or the policies, rules, or guidelines of the Card Brands, including Visa, MasterCard, and Discover, and any Bank, financial institution or payment processor.

Except for Contributions that are expressly owned by third parties, but including all other Contributions including data collected by Tilo such as transaction and ACH data, the content on the Software, including any editorial or other content original to the Software ("Materials") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Tilo or its third-party vendors, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

The Services and Software are provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, reverse engineered, or otherwise exploited for any other purposes whatsoever without the prior written consent of Tilo and/or third parties.

Improvements: You may suggest improvements, concepts, ideas, know-how, techniques, software, programs, program listings, programming tools, documentation, reports and drawings to improve the Software or Services. By supplying any Improvement to Tilo, you agree that Tilo may use the Improvements in any manner and that you waive any claim to ownership.

We may share your data with third parties, including any provider of any of the Services, for the purpose of facilitating compliance with the Rules, improving the Services, or complying with any provider's requests. Further, Tilo may sell your data to third parties. At any time you may request information related to what data is collected and used or otherwise sold, and the identities of such third parties that use or gain access to your data from Tilo.

Tilo reserves the right but does not have the obligation to: (a) monitor the Software for violations of this Agreement; (b) take appropriate legal action against anyone who violates this Agreement; (c) refuse, restrict access to, or disable any feature or any portion of the Services that may violate this Agreement, the Rules, or any Tilo policy; (d) remove from the Software or otherwise disable all files and content that are excessive in size or burdensome to Tilo's systems; (e) terminate any authorized user, your, or Client's access to the Software or Services; and (f) otherwise manage the Software in a manner designed to comply with the Rules and protect the rights and property of Tilo and others.

Tilo reserves the right, in Tilo's sole discretion and without notice or liability, to deny access to and use of the Software to any person for any reason or for no reason at all, including for breach of any representation, warranty or covenant contained in this Agreement, or of any applicable law or regulation.

The Term of this Agreement is for one year from the date that this agreement is accepted by us and shall renew for additional one year terms unless cancelled by you. This Agreement shall remain in full force and effect while you use the Tilo Services or are a User. You may terminate your use or participation at any time, for any reason, by following the instructions on the Software. Tilo may terminate your use or participation at any time, without warning. Even after your use and participation is terminated, this Agreement will remain in effect, including all sections and obligations that reasonably survive termination.

The fee for the Tilo Services is set forth on the Use Application and Agreement (the "Fee"). The fee is charged monthly each month until you cancel by emailing support@onestoppos.com. The Fee is subject to change effective following 30 days advance notice to you by Tilo.

Authorization for Automatic Withdrawal of Payments: You authorize Tilo to automatically withdraw all amounts owed to Tilo under the Agreement and these terms and conditions, from the checking account listed in the Agreement, or from such other bank or financial institution authorized by you via the Automatic Clearing House (ACH) system. You acknowledge that the bank account is established for business purposes only, and not for household or personal use.

Tilo will terminate the account and access rights of any repeat infringer. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any User submission or content on the Software infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA).

Tilo may modify this Agreement from time to time with or without notice to you or Client. Tilo will alert all of Client's authorized users of such changes by posting those changes on the Software. You agree to be bound to any changes to this Agreement when you use the Tilo Services after any such modification is posted. It is therefore important that you regularly review this Agreement to ensure you are informed of any changes.

ANY DISPUTE OR CLAIM BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE FULLY AND FINALLY RESOLVED BY BINDING ARBITRATION IN SAN DIEGO COUNTY CALIFORNIA IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES AND PRACTICES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA") FROM TIME TO TIME IN FORCE AND EFFECT. THIS AGREEMENT TO ARBITRATE SHALL BE SPECIFICALLY ENFORCEABLE AND IS THE EXCLUSIVE REMEDY FOR THE RESOLUTION OF SUCH DISPUTES UNDER THIS AGREEMENT.

There shall be a single arbitrator, who must be (i) a lawyer engaged full-time in the practice of law and a member in good standing of the State Bar of California and (ii) on the AAA register of arbitrators. Within thirty (30) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. Judgment on the written award may be entered and enforced in any state or federal court located in San Diego County California.

Each of the parties further agrees that it will not become a member of any class-wide litigation or arbitration and will not initiate any class action litigation or arbitration against the other party. The parties agree that they will not assert any claims against the other party as a representative of any group, class, or otherwise similarly situated individual or entity.

Tilo cannot control the nature of much of the Services available on the Software. By operating the Software, Tilo does not represent or imply that Tilo endorses any content, Contributions or other content available on or linked to by the Software.

YOU AGREE THAT YOUR USE OF THE SOFTWARE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, TILO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SOFTWARE AND YOUR USE THEREOF. TILO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES, THE SOFTWARE'S CONTENT, OR THE CONTENT OF ANY SERVICES OR SOFTWARES LINKED TO THIS SOFTWARE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES OR INACCURACIES; PERSONAL INJURY OR PROPERTY DAMAGE; UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS; INTERRUPTION OR CESSATION OF TRANSMISSION; OR BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE.

TILO SPECIFICALLY DISCLAIMS ALL WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN NO EVENT SHALL TILO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE TILO SERVICES OR THE SOFTWARE, EVEN IF TILO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TILO'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AN AGGREGATE AMOUNT OF $10,000.

You agree to defend, indemnify and hold Tilo, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Software or Services in violation of the Rules, this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any use of the Services or the Software or if the Software or Services causes Tilo to be liable to another.

This Agreement, including all third party agreements, constitutes the entire agreement between you and Tilo regarding the use of the Tilo Services. The failure of Tilo to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Tilo's corporate headquarters is located at 8501 W Higgins Rd Ste 250, Chicago, IL 60631 and all notices may be mailed there to Attn: Legal Department. In addition, Merchant shall use its best efforts to send all notices to Tilo via email with receipt acknowledged to support@onestoppos.com. All notices to you and Client shall be made via the Software and email to the email address provided by Client. By using the Software, you expressly agree to waive any notice by mail and to the receipt of notices from Tilo as provided herein. You expressly agree that Tilo shall not be responsible for any failure by you to review notices from Tilo.

In addition to the Tilo Privacy Policy, you acknowledge and agree to the following terms regarding contact with Tilo:

Telephone Calls: telephone calls placed to and/or from Tilo may be recorded, transcribed, monitored, analyzed and archived by Tilo during the course of the contractual relationship between the parties. You have the sole responsibility to notify Tilo prior to any commencement of a call that you do not consent to the recording, transcription, monitoring, archiving, and analysis of the call. Tilo makes no representations or warranties with respect to any use of a recorded call by Tilo or affiliates.

Emails: you expressly consent to Tilo providing notices via email to the email address(es) associated with you and Client provided to Tilo during the application process or through the Software. You may adjust your subscription settings at any time by emailing support@onestoppos.com. No separate communication shall be deemed to supersede this acknowledgement.