Software as a Service

TERMS AND CONDITIONS OF USE AGREEMENT

These Terms and Conditions of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally as an agent, employee or authorized user of a business entity (including sole proprietors (“Client,”) (collectively with Client, “you” or “your”) and Enhanced Payment Systems, LLC d/b/a Tilo POS. and third parties as set forth herein (collectively “We,” or “Tilo”), concerning your access to and use of the Tilo POS System that is also available via the Tilo website online at https://TiloPOS.com/terms (the “Software”).  The Software provides a platform for Tilo’s business customers to use Tilo’s and third parties’ services, products, and solutions for businesses, including without limit, any software, data, reports, performance model, advertising, social media, electronic payment processing, transaction monitoring, or other information or programs accessed or created through use of the Software include updates and additional features (the “Services”).  The Services are hosted in the United States. This Agreement governs your use of the Services and are also governed and expressly incorporates by reference herein the following agreements: the Tilo Privacy Policy available by visiting https://tilopos.com/site/privacy-policy/ ; the Merchant Processing Agreement between Client and a third-party payment processor and/or financial institution (“Processor”).

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.

1. User Representations and Warranties. 

1. 1. Eligibility.  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 without limit all State, local, municipal, governmental, federal, and industry standard (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, 15 U.S.C. § 1681 et. seq. (“FCRA”), as amended by the Fair and Accurate Credit Transactions Act of 2003 (“FACTA”) and thereafter from time to time, the Americans with Disabilities Act (“ADA”) and other applicable equal opportunity laws, the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. § 6801 et. seq. (“GLBA”), the Driver’s Privacy Protection Act of 1994, 18 U.S.C. § 2721(b)(3) (“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.

1. 2. Account Approval and Underwriting. 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.

1. 3. Client Responsibilities. 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, as set forth further below, and that Client is solely responsible to ensure that its business needs are met and that Tilo will not be responsible for any failures related to the Services, including without limit 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 all updates related to your and/or Client’s use of the Services, including without limit, any suspicious activity that may result in losses to you, Client, or Tilo, 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 and 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 for any of the foregoing as part of your subscription to the Service), 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. You acknowledge that Tilo personnel may require, and you will provide, the ability to access and correct transaction or input data while the Service is being provided to you. Tilo is not responsible for any damage caused by errors or omissions in any information, instructions, data or scripts you or a third party provides on your behalf in connection with the Service, or any actions Tilo takes at your direction. Further, you shall report to Tilo any abuse or threatened abuse or loss of the Service or any factors affecting the performance of the Service as soon as practicable after you become aware of such abuse, loss or performance factors; at all times throughout the duration of the term of this Agreement ensure that all publicity, signage, and/or promotional material you issue, or have issued on your behalf, in respect of or in connection with the Service complies in all respects with the applicable laws, rules and regulations. You will not in any publicity or other promotional activity state or imply any approval by Tilo or its third party suppliers of services in any way without the prior written approval of a duly authorized officer of Tilo or its third party suppliers, as applicable; undertake not to disconnect or interfere with the operation of the Hardware or the Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed in writing between Tilo and you.

1. 4. Management of Use. 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.

1. 5. User Contributions. You are entirely responsible for the content of, and any harm resulting from, any content you upload to the Software or of which Tilo collects from you (collectively, “Contribution”).  When you create, upload or make available a Contribution, you thereby represent and warrant that: a. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, publicity or trade secret rights of any third party; b. you have fully complied with any third-party licenses relating to your Contribution, and have done all things necessary to successfully pass through to viewers any required terms; c. your Contribution does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content; d. your Contribution is not obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable, libelous or slanderous, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party; e. your Contribution does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors; f. if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to make available the Contribution, or (ii) secured from your employer a waiver as to all rights in or to your Contribution; g. your Contribution does not violate any state or federal law designed to regulate electronic advertising; h. your Contribution does not amount to trolling, or the making of controversial statements for the sole purpose of generating responses by others; i. your Contribution does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on Tilo’s or others computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party; j. your Contribution does not inundate the Software with communications or other traffic suggesting no serious intent to use the Software for its stated purpose; k. your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation; l. your Contribution is accurate and true to the best of your knowledge; m. you expressly authorize Tilo to use your Contribution for any purpose including improving its services to you and third parties; and n. your Contribution does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by Tilo in its sole discretion.

1. 6. Prohibited Activities.  You may not access or use, or allow others to access or use, the Software for illegal transactions, personal, family or household purposes, nor any purpose other than that for which Tilo makes it available.  Certain activities, even if legal, may violate the common rules of etiquette governing Contributions, as determined by Tilo in its sole discretion.  Prohibited activity includes, without limit a. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;  b. advertising to, or solicitation of, any user to buy or sell any products or services; c. transmitting chain letters or junk email to other users; d. using any information obtained from the Software in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; e. engaging in any automated use of the system, such as using scripts to add friends or send comments or messages; f. interfering with, disrupting, or creating an undue burden on the Software or the networks or services connected to the Software; g. attempting to impersonate another user or person; h. using the username of another user; i. selling or otherwise transferring your profile; j. using any information obtained from the Software in order to harass, abuse, or harm another person; k. displaying an advertisement, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Software on behalf of that person, such as posting blogs or bulletins with a commercial purpose; l. using the Software in a manner inconsistent with any and all applicable laws and regulations; (m) any access or attempt to access non-public Tilo or its vendors’ systems, programs, data, or services; (n) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, or any documentation, or the Software except as expressly permitted by applicable laws and regulations; (o) act as service bureau or pass-through agent for the Services with no added value; (p) transfer any rights granted to you under this Agreement; (q) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (r) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (s) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (t) impose an unreasonable or disproportionately large load on the Service.

1. 7. Other Prohibited Activities. 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, the enforcement policy of any governmental or entity that governs the performance hereunder, including the policies, rules, or guidelines of the Card Brands, including without limit, Visa, MasterCard, and Discover, and any Bank, financial institution or payment processor.

2. Intellectual Property Rights. 

   1. Intellectual Property Ownership. Except for Contributions that are expressly owned by third parties, but including all other Contribution including data collected by Tilo such as transaction and ACH data, the content on the Software, including without limitation, 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. 

1. 2. Use of Intellectual Property. The Services the 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.  Tilo reserves all rights not expressly granted in and to the Software and the Materials.  You agree to not engage in the use, copying, or distribution of any of the Materials other than expressly permitted by Tilo, including any use, copying, or distribution of third parties’ materials obtained through the Software for any commercial purposes.  If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained therein.  You agree not to circumvent, disable or otherwise interfere with security related features of the Software or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Software or the Materials therein.

1. 3. Improvements. You may suggest or provide to Tilo with certain improvements, concepts, ideas, know-how, techniques, software (including, without limitation, programs), program listings and programming tools and documentation (including, without limitation, manuals), techniques, reports and drawings developed or owned by you (collectively “Improvements,”) to improve the Software or Services. You expressly agree that 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 should Tilo use or implement the Improvement on the Software or otherwise, and that you shall have no interest in or to that property as used by Tilo.

1. 4. Data Sharing, Use, and Sale. We may also share your data with third parties, including any provider of any of the Services, for the purpose of facilitating the 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 you data from Tilo. 

3. Tilo’s Right to Manage the Software and Terminate Users.

   1. Tilo Software Management.  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, in Tilo’s sole discretion, violates this Agreement, including without limitation, reporting you to law enforcement authorities, Card Brands, or other entities or organizations; (c) in Tilo’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any feature or any portion of the Services that may violate this Agreement, the Rules, or any Tilo policy; (d) in Tilo’s sole discretion and without limitation, notice or liability to remove from the Software or otherwise disable all files and content that are excessive in size or are in any way burdensome to Tilo’s systems; (e) terminate any authorized user, your, or Client’s access to the Software or Services; and (f) to otherwise manage the Software in a manner designed to comply with the Rules, protect the rights and property of Tilo and others and to facilitate the proper functioning of the Software.

1. 2. Tilo’s Right to Terminate Users.  WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, TILO RESERVES THE RIGHT TO, IN TILO’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY DENY ACCESS TO AND USE OF THE SOFTWARE TO, ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.

4. Term.  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.

5. Fee. 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.

6. 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.

7. Copyright Policy.  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”) Notice (http://automattic.com/dmca)
   

8. Modifications.  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.

9. Disputes Between Users.  You are solely responsible for your conduct.  Tilo reserves the right, but has no obligation, to monitor disputes between you and other authorized users.

10. BINDING ARBITRATION. 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. THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE TRIBUNAL SO SELECTED, TO THE EXCLUSION OF ANY OTHER COURT WHICH MIGHT HAVE HAD JURISDICTION APART FROM THIS SECTION, WAIVE ANY DEFENSE OF LACK OF IN PERSONAM JURISDICTION OF SUCH COURTS AND AGREE THAT SERVICE OF PROCESS IN ANY ACTION BEFORE SUCH COURTS MAY BE MADE BY MAILING IT TO THE PARTY TO BE SERVED AT THE ADDRESS PROVIDED HEREIN. IT IS MUTUALLY AGREED THAT THE WRITTEN DECISION OF THE ARBITRATOR SHALL BE VALID, BINDING, FINAL AND NON-APPEALABLE; PROVIDED HOWEVER, THAT THE PARTIES HERETO AGREE THAT THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD PUNITIVE DAMAGES AGAINST ANY PARTY TO SUCH ARBITRATION. THE ARBITRATOR SHALL REQUIRE THE NON-PREVAILING PARTY TO PAY THE ARBITRATOR’S FULL FEES AND EXPENSES OR, IF IN THE ARBITRATOR’S OPINION THERE IS NO PREVAILING PARTY, THE ARBITRATOR’S FEES AND EXPENSES WILL BE BORNE EQUALLY BY THE PARTIES THERETO. EACH OF THE PARTIES HERETO 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. FURTHER 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.

11. Disclaimers.  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, including without limitation content hosted on third party softwares, or that Tilo believes such Services or content to be accurate, useful or non-harmful.  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 (A) ERRORS, MISTAKES OR INACCURACIES OF THE SERVICES, CONTENT, REPORTS, AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SOFTWARE OR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE OR SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR SOFTWARE BY TILO OR ANY THIRD PARTY, (F) CLIENT’S INTERNAL DATA SECURITY, AND/OR (G) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOFTWARE.  TILO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE SOFTWARE OR ANY HYPERLINKED SOFTWARE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND TILO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.  TILO SPECIFICALLY DISCLAIMS ALL WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12. Limitation on Liability.  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.

13. Indemnity.  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.

14. Other.  This Agreement, including all third party agreements constitute 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.

15. Notices and Contact. 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.

16. Privacy Notice. In addition to the Tilo Privacy Policy found at https://tilopos.com/site/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.