Last Updated: June 25, 2026
This Terms of Service is between Tiller Labs Inc. (“Tiller”, “our”, “we” or “us”) and you (“you”, “your” or “Customer”). We offer an AI-guided advance care planning platform for future medical decisions, and other related services (“Solution”), in addition to our website located at https://www.tilleracp.com/ and our business website located at https://www.tillerlabs.com/ (“Website”) and its subdomains, which contains information about us, our technology, and information concerning our Solution. The Website together with the Solution and related services, except if specifically, otherwise designated, shall be referred to herein as the “Services”.
Your use of some or all features of the Solution may be subject to additional terms, which will be made available at the time of access, subscription, or purchase of the applicable Solution features (collectively, “Additional Terms”). Any Additional Terms entered into between Tiller and you shall take precedence over conflicting provisions in these Terms.
By taking an action to indicate acceptance (such as clicking a checkbox or executing an order form) or by using a Free Service (as defined below), you acknowledge that you have read and understood this Terms of Service (“Terms”), which constitute a binding legal agreement between you and Tiller and is effective as of the date of your acceptance of these Terms. If you do not accept these Terms, then do not use the Services.
Please note that the collection, use and disclosure of your personally identifiable information (“Personal Information”) will be governed by our Privacy Policy located at https://www.tilleracp.com/privacy (“Privacy Policy”). By using the Services, you consent to our collection, use, and disclosure of Personal Information and other data as outlined therein.
Tiller may revise these Terms at any time and at Tiller’s sole discretion. Any non-material change to these Terms will become effective on the date the change is posted. Any material changes to these Terms will be effective: (i) immediately if you are a new Customer; and (ii) if you are an existing Customer, upon the earlier of (a) thirty (30) days after notice is provided of such changes, which notice may be provided by updating the “Last Updated” date above, through email or through the Services (as applicable), or (b) your acceptance of the updated Terms.
1. The Services.
1.1 Access to the Services.
Subject to your compliance with these Terms, Tiller grants you a limited, revocable, non-exclusive, non-transferable license, on a perpetual basis subject to these Terms, to: (i) access and use the Website and the Solution as designed and as set out in these Terms, for your personal, non-commercial purposes and (ii) use any documents developed through your use of the Solution, (i.e. advance care plans, directives, and powers of attorney). Your right to access and use the Solution is personal to you and may not be shared with, or used on behalf of, any other person.
1.2 Modification of the Services.
Tiller may continuously update the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, Tiller may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Solution.
1.3 Availability.
The Services’ availability and functionality depend on various factors, such as communication networks, software, hardware, and Tiller’s service providers and contractors. Tiller will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Tiller does not warrant or guarantee that the Services will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free. Information sent or received over the internet is generally insecure and Tiller cannot and does not make any representation or warranty concerning security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information.
1.4 Third-Party Services.
The Services may integrate with or rely on artificial intelligence (“AI”) technologies powered by machine learning and third-party platforms and services (including, without limitation, third-party AI technologies (“AI Services”)) that are not owned or controlled by Tiller (collectively, “Third-Party Services”). Customer acknowledges that the use and enabling (as applicable) of any such Third-Party Services will be subject to any terms which govern and/or apply to such Third-Party Services. You acknowledge that we are not responsible for the products and services provided by any Third-Party Services, and that Tiller is not the author or owner of any Third-Party Services and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Services.
2. Registration and Account
2.1 Eligibility.
You must be at least eighteen (18) years of age to use the Services. The Services are available only to individuals who are residents of Canada. By using the Services and agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services is in compliance with any and all applicable laws and regulations.
2.2 Account Registration.
To use the Solution, Customer must register and open an account through the Website or as otherwise directed by Tiller (“Account”). You agree to provide accurate, current, and complete Account registration information requested by any Account registration forms (“Registration Data”), including but not limited to your name, e-mail, and password.
2.3 Account Security.
You are responsible for maintaining the confidentiality of your Registration Data and for all activities that occur under your Account. You agree not to disclose your Account credentials to any third party, and you are responsible for any use or misuse of the Services performed through your Account (including by any third party). If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, Tiller reserves the right to temporarily disable an Account until a resolution has been determined.
2.4 Setup.
To set up your Account, you may need to provide Tiller with access to certain data and information and to connect your applicable third-party accounts. You agree to provide such access as reasonably required by Tiller to enable the Solution to function. Any integrations or intellectual property developed by Tiller in connection with this setup process shall be the sole property of Tiller.
2.5 Audit Rights.
Tiller shall have the right to use the capabilities of the Services to confirm Customer’s compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to support requests, or (v) protect the rights, property, or safety of our users and the public.
3. Use of the Service.
3.1 Tiller Responsibilities.
Tiller shall: (i) use, modify, or disclose all electronic data or information submitted by you to the Services or passed through the Services by a Customer via a Third-Party Service (“Customer Data”) in accordance with applicable laws and solely to perform its obligations or exercise its rights under these Terms; (ii) maintain the security and integrity of the Services and the Customer Data and notify Customer of any breach thereof in accordance with applicable laws; (iii) provide basic support to Customer at no additional charge (between the hours of 9:00 am–5:00 pm Eastern); and (iv) use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which Tiller shall make best efforts to give at least eight (8) hours’ notice via the Services and which Tiller shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. Eastern Time Friday to 3:00 a.m. Eastern Time Monday); or (b) any unavailability caused by circumstances beyond Tiller's reasonable control, including without limitation, circumstances described in Section 11.7 hereto.
3.2 Customer Responsibilities.
Customer is responsible for all activities that occur under its Account and for compliance with these Terms. Customer shall: (i) have sole responsibility for obtaining all consents and third-party licenses, and providing all necessary notices in accordance with applicable laws to ensure Customer Data can be shared with Tiller and used by Tiller as contemplated herein; (ii) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Tiller promptly of any such unauthorized access or use; and (iv) comply with all applicable local, provincial, state, federal and foreign laws in using the Services.
3.3 Use Guidelines.
Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party; (ii) use the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Services to send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (“Malicious Code”); (iv) use the Services for any other purpose than advance care planning; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (vi) attempt to gain unauthorized access to the Services or its related systems or networks; (vii) upload, make available, or otherwise transmit any Customer Data via the Services which results in a violation of a third party’s rights under applicable laws or that: (I) constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (II) infringes any patent, trade-mark, trade secret, copyright, publicity, or other proprietary or privacy rights of any party; (III) is misleading, contains sexually explicit content, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable; (IV) or contains any Malicious Code; or (viii) use any other measures in an attempt to mislead Tiller or Tiller’s other customers, or otherwise take advantage of the Services.
3.4 Free Services.
Tiller may make some of the Services available free of charge (“Free Services”). Use of Free Services is subject to these Terms and may be provided to Customer up to certain limits, with usage over the limits requiring purchase for continued use. Tiller, at its sole discretion and for any or no reason, may terminate access to the Free Services or any part thereof. Any termination of access to the Free Services may be without prior notice, and Tiller shall not be liable to Customer or any third party for such termination. In the event of a conflict between this Section and any other portion of these Terms, this Section shall control.
3.5 Customer Data; Output.
Any Customer Data and Output (as defined below) made while using Free Services may be permanently lost unless Customer purchases access to the same services as the Free Services, or exports such data before the end of the termination of access to Free Services. Subject to a Customer’s rights in the underlying Customer Data, Tiller shall own all rights, title, and interest in and to Output generated by you while using Free Services.
3.6 Representations and Warranties; No Indemnification.
Notwithstanding anything in these Terms to the contrary, the Free Services are provided “as-is” without any warranty and Tiller shall have no indemnification obligations nor liability of any type to you with respect to any damages arising out of the Customer’s use of the Free Services. Without limiting the foregoing, Tiller does not represent or warrant to that: (a) use of the Free Services will meet the Customer’s requirements; or (b) use of the Free Services will be uninterrupted, timely, secure or free from error.
4. Fees and Payment
4.1 Fees and Billing.
To use the Solution, Customer must pay a one-time fee (“Fees”), which entitles Customer to unlimited access to the Solution. The Fees will be specified and billed at the time of purchase. The Fees are a one-time charge processed by a Third-Party Service and are billed in full at the time of purchase. Customer authorizes us to charge the applicable payment method for the Fees at the time of purchase.
4.2 No Refunds.
All Fees are non-refundable. We do not provide refunds or credits for any unused Solution functionality. However, nothing in these Terms limits or excludes any refund, cancellation, or other right you may have under applicable consumer protection law that cannot lawfully be waived, and to the extent of any conflict, those rights prevail.
4.3 Taxes.
All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities (“Taxes”). All Taxes (exclusive of any Taxes based upon Tiller’s net income) shall be assumed by and paid for by Customer, not Tiller.
5. Term and Termination
5.1 Term.
Customer’s access to the Solution is provided on a perpetual basis in consideration of the one-time Fees. These Terms shall continue in effect unless and until terminated in accordance with the provisions below.
5.2 Termination by Tiller.
Tiller may, at its sole discretion and without prior notice, immediately terminate your ability to access or receive the Services (as applicable) or portions thereof due to: (a) discontinuance or material modification to the Services (or any part thereof); or (b) Customer’s breaches or violations of these Terms or any Additional Terms that Customer may have entered into which of which Customer has been provided notice by Tiller and which have not been cured to Customer’s reasonable satisfaction within thirty (30) days of such notice. You acknowledge and agree that all terminations may be made by Tiller in its sole discretion and that Tiller shall not be liable to you or any third party for any termination of your access to the Services. Any termination of these Terms by Tiller shall be in addition to any and all other rights and remedies that Tiller may have.
5.3 Termination by Customer.
You may terminate these Terms at any time, for any reason or no reason, upon thirty (30) days’ prior written notice to Tiller. Upon the effective date of such termination, your access to the Solution and the permissions, rights and licenses granted under these Terms shall terminate as set out in Section 5.4 (Result of Termination). For greater certainty, the one-time Fees are non-refundable, and no termination under this Section shall entitle Customer to a refund of any Fees previously paid.
5.4 Result of Termination.
Upon termination, you will no longer be able to access the Solution and the permissions, rights and licenses granted under these Terms shall terminate. Termination may cause the loss and/or availability of content, features, or capacity of your Account. To the extent Customer Data is in Tiller’s possession, custody, or control, Tiller will perform such deletion subject to the retention policy in our Privacy Policy, and upon your request, we will certify the same in writing. Upon termination, Customer remains liable for all Fees incurred and owing under these Terms, including any interest incurred. Tiller shall export all Customer Data to you within ninety (90) days of the effective date of termination in a common file format. The following provisions shall survive termination: 1.4, 2, 3.2-3.6, 4, and 6-11.
6. Intellectual Property Rights; License
6.1 Tiller Intellectual Property.
Any proprietary and intellectual property rights in and to the Services, including any content thereon, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Tiller’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered (“Content”), are the property of Tiller and/or its licensors and are subject to copyright and other intellectual property rights under applicable laws. The Services are licensed to you and not sold. Except as expressly stated herein, nothing in these Terms gives you the right to use Content without the Tiller’s prior written consent.
6.2 Use Restrictions.
You may not and you shall not permit any person, and/or any third party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or Content except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any use limits or other timing or use restrictions that are built into the Services; (c) remove any Content or other proprietary notices, labels, or marks from the Services; (d) frame or mirror any content forming part of the Services; or (e) access the Services in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Services.
6.3 Customer Data.
As between Tiller and Customer, Customer and its licensors retain all rights, title, and interest in and to all Customer Data, including all intellectual property rights therein. Tiller shall not access Accounts, including Customer Data, except to respond to service or technical problems, at your request or as necessary for the operation of the Services or billing. You hereby grant Tiller a non-exclusive, non-transferable, irrevocable, worldwide, royalty-free, fully paid-up license for the term of these Terms (and for ninety (90) days thereafter) to use and otherwise exploit the Customer Data as reasonably required to provide and improve the Services (including, without limitation, to generate Aggregated Statistics) and meet its obligations under these Terms.
6.4 Aggregated Statistics.
Tiller may create aggregated and anonymized statistical analytics arising from your interaction with and use of the Services (“Aggregated Statistics”), which shall not include any underlying Customer Data, nor shall they otherwise be capable of referencing back to an identifiable individual. As between Customer and Tiller, Tiller shall own all rights to such Aggregated Statistics free from encumbrance.
6.5 Feedback.
If you provide Tiller with any suggestions, comments or other feedback relating to Tiller’s services (collectively, “Feedback”), you hereby grant Tiller a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate Feedback into the Services and/or any other Tiller products or services and waive any moral rights you may have in such Feedback. You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Tiller and shall promptly inform Tiller as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.
7. Confidentiality.
7.1 Definition of Confidential Information.
“Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2 Confidentiality; Protection.
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care). Your obligations under this Section apply only to information that Tiller clearly identifies as confidential at the time of disclosure, and nothing in this Section restricts your use of your own information or the exercise of any right you have under applicable law.
7.3 Compelled Disclosure.
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
7.4 Remedies.
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
8. Disclaimers and Warranties.
8.1 Warranties.
You warrant that: (i) you have the legal power to enter into and accept these Terms; and (ii) you have all rights and licenses necessary to perform your obligations hereunder and grant the licenses contemplated hereunder. Tiller warrants that: (I) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (II) the Services will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in or otherwise originating from Customer).
8.2 Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, TILLER MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES WILL TILLER BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM USE OF OR RELIANCE ON THE SERVICES, OR HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. FOR CLARITY, TILLER DOES NOT WARRANT THAT USE OF OR RELIANCE ON SERVICES WILL GUARANTEE ANY RESULT OR COMPLIANCE WITH ANY REGULATORY OR SECURITY REQUIREMENTS.
8.3 Outputs.
AI SERVICES USE MACHINE LEARNING MODELS THAT GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, YOU SHOULD EVALUATE THE ACCURACY OF ANY OUTPUT GENERATED BY AI SERVICES ARISING OUT OF YOUR USE OF THE SERVICES (“OUTPUT”) AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY MANUALLY REVIEWING THE OUTPUT. YOU SHALL BE SOLELY RESPONSIBLE FOR ALL DECISIONS MADE, ADVICE GIVEN, ACTIONS TAKEN, AND FAILURES TO ACT BASED ON USE OF OR RELIANCE ON OUTPUTS. TILLER DOES NOT REPRESENT OR WARRANT THAT OUTPUTS: (I) WILL BE ACCURATE OR APPLICABLE FOR YOUR DESIRED USE; OR (II) WILL BE UNIQUE TO YOU.
8.4 No Legal or Medical Advice.
TILLER IS NOT A LAW FIRM AND IS NOT A LICENSED HEALTHCARE OR MEDICAL PROVIDER. THE SERVICES, INCLUDING ANY OUTPUTS, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL ADVICE, MEDICAL ADVICE, OR ANY OTHER PROFESSIONAL ADVICE, AND NO SOLICITOR-CLIENT, PHYSICIAN-PATIENT, OR OTHER PROFESSIONAL RELATIONSHIP IS CREATED BY YOUR USE OF THE SERVICES. THE SERVICES ARE NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED LAWYER, PHYSICIAN, OR OTHER LICENSED PROFESSIONAL. YOU SHOULD CONSULT A QUALIFIED PROFESSIONAL BEFORE MAKING ANY LEGAL, MEDICAL, OR HEALTH-RELATED DECISION, AND YOU RELY ON THE SERVICES AND ANY OUTPUTS AT YOUR OWN RISK.
9. Indemnification
9.1 Indemnification by You.
You shall defend, indemnify, and hold harmless Tiller, its affiliates, and their respective officers, directors, employees, agents, and licensors (each, a “Tiller Party”) from and against any and all third-party claims, actions, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (i) your breach or violation of these Terms or any Additional Terms; (ii) your violation of any applicable law or regulation; (iii) your violation or infringement of the rights of any third party, including intellectual property, privacy, and publicity rights; or (iv) any Customer Data or your use of the Services, including any claim that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party or any applicable law.
9.2 Indemnification Procedure.
Tiller will provide you with prompt written notice of any claim for which it seeks indemnification, provided that any failure to provide such notice will not relieve you of your obligations except to the extent you are materially prejudiced by the delay. You shall not settle any such claim in a manner that imposes any liability or obligation on, or requires any admission by, a Tiller Party without its prior written consent. This indemnity applies to the maximum extent permitted by applicable law.
10. Limitation of Liability
10.1 Exclusion of Consequential and Related Damages.
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL TILLER HAVE LIABILITY TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE TERMS OR THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Limitation of Liability.
TILLER’S LIABILITY TO CUSTOMER SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO TILLER UNDER THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS EXCLUDES OR LIMITS TILLER’S LIABILITY FOR GROSS NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
11. General
11.1 Relationship of the Parties.
These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor franchisee relationship between the parties hereto.
11.2 No Third-Party Beneficiaries.
Except for the Tiller Parties, who are intended third-party beneficiaries of Section 9 (Indemnification), there are no third-party beneficiaries to these Terms.
11.3 Governing Law and Jurisdiction.
Any claim relating to the Services or these Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services or these Terms will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of Toronto, Ontario, Canada. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
11.4 Assignment.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Tiller may assign these Terms in their entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its business, shares, or assets. Any attempt by a party to assign its rights or obligations under these Terms in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.5 Severability.
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
11.6 No Waiver.
No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
11.7 Force Majeure.
Neither party shall be responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.
11.8 Entire Agreement.
These Terms, including our Privacy Policy and any applicable Additional Terms, constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal, or representation (whether written or oral) concerning its subject matter.
11.9 Notices.
Tiller may give notice to you by means of: (i) a general notice in your Account, effective the following business day after enacting the notice; or (ii) by electronic mail to your e-mail address on record in your Account, effective the following business day. You may give notice to Tiller by e-mail to eric@tilleracp.com, with such notice shall be deemed given the following business day after sending the e-mail. All notices shall be in writing.