These Business Terms, together with the Tillion Agreements listed in Section 1.2, form the complete agreement between you and Tillion, Inc., a Delaware corporation (hereinafter: “Tillion”), for your use of the Services as a registered user.
By registering for an account, clicking to accept, or accessing or using Tillion’s Services as a registered user, you (“Customer”, “you” or “your”) agree to be bound by these Business Terms (“Terms”). If you are agreeing on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not have such authority, or do not agree to these Terms, do not use the Services.
These Terms apply to all plans, including the Free plan. Free plan users are subject to the same terms as paid users except that: (a) no fees are payable; and (b) Tillion may modify or discontinue the Free plan at any time as described in Section 1.1(b) below.
(b) Free Plan Discontinuation. If Tillion elects to discontinue the Free plan entirely, Tillion may do so at any time without prior notice. Free plan users are encouraged to export their Customer Data in accordance with Section 6.4 before any discontinuation takes effect.
Your agreement with Tillion as a registered user consists of the following documents (the “Tillion Agreements”), listed in order of precedence in case of conflict:
In the event of a conflict between these Business Terms and the Terms of Use on any matter relating to the commercial relationship between Tillion and Customer, these Business Terms prevail. The Terms of Use continue to govern general use of the Website and pre-registration activity not addressed by these Business Terms. Note: The Privacy Policy’s reference to “Terms of Service” refers collectively to these Business Terms and/or the Terms of Use as applicable by the context.
You must be at least 18 years old to use the Services. By using the Services, you represent that you meet this requirement.
Tillion may update these Terms from time to time by posting the updated Terms in the Services. Updated Terms are effective immediately upon posting. Customer’s continued use of the Services after the effective date of any change constitutes acceptance of the updated Terms.
This approach applies to registered users under these Business Terms. The Terms of Use govern changes applicable to visitors and pre-registration users.
In these Terms:
“Agreement” means these Business Terms together with all documents listed in Section 1.2. For the avoidance of doubt, the Terms of Use govern pre-registration activity separately; this Agreement governs Customer’s relationship with Tillion from the moment of account creation.
“Authorized Users” means employees and individual contractors working for Customer who are invited to use the Services within Customer’s account.
“Customer Data” means content, data, and information submitted by Customer or its Authorized Users to the Services as inputs. Customer Data does not include Performance Data.
“Intellectual Property Rights” means all rights in patents, trademarks, copyrights, trade secrets, database rights, and all other proprietary rights worldwide.
“Output” means content, responses, results, analysis, summaries, redlines, and other output generated by the Services in response to Customer’s inputs.
“Performance Data” means aggregated, anonymized technical and usage data generated through Customer’s use of the Services (e.g., logs, processed volumes, feature usage). Performance Data does not identify Customer or any individual.
“Plan” means the subscription tier selected by Customer (Free, Starter, Growth, or Scale), as described in Section 4.1.
“Services” means Tillion’s products, services, applications, platforms, and websites, including AI-powered legal tools, features, and related materials that Tillion makes available to Customer under this Agreement, including any associated software, help content, and websites, as described in Section 3 and on tillion.ai. This definition is consistent with the definition of “Services” used in the Terms of Use and Privacy Policy.
“Tillion Technology” means the platform, APIs, algorithms, models, software, data, documentation, and all related technology developed or owned by Tillion.
“Tillion Agreements” has the meaning given in Section 1.2.
Subject to these Terms and payment of applicable fees, Tillion grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services solely for Customer’s business purposes, including use in connection with services provided to Customer’s own clients. All rights not expressly granted are reserved by Tillion.
The Services may include AI-powered document analysis, document templates, email-based analysis, collaboration tools, and other features as described on tillion.ai. Tillion may add, modify, or remove features at any time. The specific features available depend on Customer’s Plan.
Where the Services include document templates, such templates are provided as starting points for general informational purposes only. They have not been tailored to Customer’s specific circumstances, reviewed for compliance with any particular jurisdiction, or assessed for suitability in any particular transaction. Customer is solely responsible for reviewing, customizing, and obtaining independent legal advice on any template before use, signing, or distribution.
Where the Services include access to attorney collaboration or a Tillion attorney network, any attorneys accessible through the Services are independent professionals and are not employees, agents, or representatives of Tillion. Any attorney-client relationship is formed solely between Customer (or its users) and the individual attorney or their firm. Tillion does not supervise, control, or endorse legal advice provided by such attorneys and is not responsible for the quality or outcome of their services. Fees and engagement terms are agreed directly between Customer and the attorney. Tillion makes no representations or warranties regarding any attorney's license, accreditation, qualifications, credentials, professional standing, competence, or suitability, and assumes no responsibility for verifying or monitoring the same. Attorney-client privilege depends on the nature of the relationship and communications between the user and the attorney and applicable law.
Customer may not, and shall not permit anyone to:
The restrictions in this Section 3.3, together with the prohibited uses listed in Section 5.2, constitute Tillion’s acceptable use policy for registered users.
Customer is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under its account. Authorized Users must each use their own unique login credentials, which may not be shared. Customer will notify Tillion immediately at legal@tillion.ai of any unauthorized access or suspected breach, and will use reasonable efforts to stop any unauthorized copying or distribution of the Services or Tillion Technology that comes to Customer’s attention. Tillion reserves the right to suspend access to any account it reasonably believes has been compromised.
Customer is responsible for any violation of this Agreement by its Authorized Users or by any third party who accesses the Services through Customer's account. Customer may not use the Services to assist or facilitate any third party in violating this Agreement or applicable law.
Tillion will use commercially reasonable efforts to maintain platform availability and to restore the Services promptly following any downtime. Support is provided via email (support@tillion.ai) during business hours (9:00 a.m. to 5:00 p.m. Pacific time, Monday through Friday).
The Services integrate third-party software and AI model providers. Tillion makes no warranty regarding the performance or availability of third-party providers and is not responsible for service issues caused by third – party providers, except to the extent caused by Tillion’s gross negligence or willful misconduct.
Tillion is an AI – powered technology platform and is not a law firm. Tillion does not practice law and does not provide legal advice, legal opinions, or legal recommendations. No Output, analysis, suggestion, flag, summary, recommendation, or template generated by the Services constitutes legal advice or creates an attorney-client relationship between Tillion and Customer or any of Customer’s users. All Output is provided for general informational and analytical purposes only. Customer and its users are solely responsible for reviewing all Output and for any legal or business decisions they make based on it.
This section reflects Tillion’s published “Important Information About Our Services” page (www.tillion.ai/legal/important-services-information), which is incorporated into this Agreement by reference. In the event of any conflict between this section and that page, this section prevails.
From time to time, Tillion may offer features or functionality on a beta, preview, or early access basis (“Preview Features”). Preview Features are provided “AS IS” and “AS AVAILABLE” without any warranty, uptime commitment, or support obligation. Tillion may materially change, suspend, or discontinue any Preview Feature at any time without notice and without liability. Feedback related to Preview Features may be used by Tillion to improve the Services. Use of Preview Features is at Customer’s sole risk. Unless Tillion expressly states otherwise, Preview Features are billed as normal usage of the applicable plan.
The Services are offered on the following subscription plans. Plan limits are workspace-wide and shared by all Authorized Users within a workspace.
Current pricing is available at tillion.ai/pricing. Tillion reserves the right to modify plan features and pricing in accordance with Section 4.6.
Fees are payable monthly in advance by credit card. Subscriptions will not be activated until payment has been received in full. By providing a payment method, Customer authorizes Tillion to charge the applicable fees on each billing cycle. All fees are stated in US dollars.
Paid subscriptions renew automatically on a monthly basis unless cancelled before the renewal date in accordance with Section 4.4. Tillion will charge the then-current plan fee to Customer’s payment method on each renewal date.
Customer may cancel its paid subscription at any time through the account settings or by contacting support@tillion.ai. Cancellation takes effect at the end of the current billing period. Customer will retain access to the Services through the end of the period for which payment has already been made. Fees are non-refundable except as provided in Section 9.1 (Service Warranty) or as required by applicable law.
If Customer reaches its Plan’s usage token limit or document limit during a billing period, Customer must upgrade to the next available Plan to continue using the affected feature. Service will not automatically upgrade; it is Customer’s responsibility to manage usage and initiate an upgrade through account settings. Tillion is not liable for any interruption in service resulting from Customer’s failure to upgrade in a timely manner.
Tillion may change the fees for paid plans at any time. Any fee increase will take effect at the start of Customer’s next renewal period. Tillion will use reasonable efforts to provide in-platform notice of any fee increase before it takes effect. If Customer does not agree to the new fees, Customer may cancel its subscription before the renewal date in accordance with Section 4.4.
All fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature (collectively, “Taxes”). Customer is responsible for paying all applicable Taxes. Tillion is responsible for taxes on its own income and employees.
If any fees remain unpaid after the due date, Tillion may (in addition to any other rights) suspend Customer’s access to the Services after providing written notice of late payment, until all outstanding amounts are paid in full. Overdue amounts will accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Customer is responsible for all reasonable costs of collection, including attorneys’ fees.
Customer shall comply with all applicable laws and regulations in connection with its use of the Services, including data protection laws, professional conduct rules applicable to its industry, and any export control laws.
Customer shall not use the Services to:
Customer retains all rights in Customer Data. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data submitted to the Services, including ensuring it has the necessary rights and consents to submit any third-party data (including Personal Data of third parties contained in emails or documents submitted via the email analysis feature).
These Terms are effective from the date Customer first accesses or uses the Services and continue for as long as Customer maintains an active account or subscription, unless earlier terminated in accordance with this Section 6.
Either party may terminate the Agreement by written notice if the other party: (a) materially breaches the Agreement and fails to cure the breach within 30 days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy or insolvency proceedings.
Notwithstanding Section 6.2, Tillion may immediately suspend or terminate Customer’s access to the Services without prior notice if: (a) Customer breaches Section 3.3 (Restrictions) or Section 5.2 (Prohibited Uses); (b) Customer’s account is reasonably suspected to have been compromised or used for fraudulent activity; or (c) continued access poses a risk to Tillion or other customers.
Upon termination or expiry: (a) all licenses granted to Customer immediately terminate and Customer must cease all use of the Services; (b) all fees accrued prior to termination remain due and payable; (c) each party will promptly cease use of the other party’s Confidential Information and will return or securely destroy all such Confidential Information in its possession or control; (d) Tillion will delete Customer Data from active production systems within 30 days of termination, unless Customer submits a written request to legal@tillion.ai before that deadline asking Tillion to return Customer Data in a commonly used machine-readable format. Tillion may charge reasonable, documented fees for large or complex data exports.
Notwithstanding the foregoing, Tillion may retain Customer Data: (i) to the extent required to comply with applicable law, regulation, or legal process; (ii) to enforce this Agreement or defend against legal claims; (iii) in backups or archives pursuant to Tillion’s reasonable retention policies, until those backups are overwritten; (iv) to the extent retained by third-party providers; or (v) in aggregated, anonymized, or de-identified form as permitted under this Agreement. Any retained Customer Data remains subject to the confidentiality and data protection obligations of this Agreement and the DPA.
The following sections survive termination: 2 (Definitions, to the extent used in surviving provisions), 4 (fees accrued), 6.4 (Effect of Termination), 7 (Confidentiality), 8 (IP Rights), 9.3 and 9.4 (Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), and 12 (Miscellaneous).
“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
Each party will: (a) use the other party’s Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; (b) not disclose the other party’s Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect the other party’s Confidential Information using at least the same care it uses for its own confidential information, but no less than reasonable care.
Either party may disclose Confidential Information as required by law, regulation, or court order, provided it gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates in seeking a protective order.
Each party acknowledges that any breach or threatened breach of the confidentiality obligations in this Section 7 would cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek immediate injunctive and other equitable relief to prevent or remedy such breach, without the requirement of posting bond or other security, and without waiving any other rights or remedies available at law or in equity.
The terms of this Agreement, Tillion Technology, and technical information relating thereto are Tillion’s Confidential Information.
Tillion exclusively owns all right, title, and interest in and to Tillion's Confidential Information and Tillion Technology, including all related Intellectual Property Rights. Any improvements, modifications, or derivative works of Tillion Technology remain Tillion's exclusive property regardless of who suggested or contributed to them. These Terms do not transfer ownership of any Tillion Technology to Customer. The Tillion name, logo, and product names are trademarks of Tillion and no right to use them is granted except as expressly stated.
Customer retains all rights in Customer Data and Customer’s Confidential Information. As between the parties, Customer owns the Output generated by the Services. Customer may use, reproduce, and share Output with third parties, including clients and counterparties, in connection with Customer’s business. Customer acknowledges that due to the nature of AI, outputs may be similar across different customers, and Customer’s ownership does not extend to independently generated similar content.
Customer grants Tillion a non-exclusive, worldwide, royalty-free license to store, process, and use Customer Data and Output solely as necessary to provide, operate, and improve the security of the Services, in accordance with the Privacy Policy and DPA.
Tillion may use Performance Data for analytics, research, and service improvement, provided such data does not identify Customer or any individual.
If Customer provides feedback, suggestions, or comments regarding the Services (“Feedback”), Customer assigns to Tillion all right, title, and interest (including all intellectual property rights) in and to such Feedback. Tillion may use and incorporate Feedback into the Services and future products without any obligation or compensation to Customer.
Tillion will not use Customer Data or Output to train, fine-tune, or otherwise improve any generalized artificial intelligence or machine learning model. Tillion may use Performance Data (which does not identify Customer or any individual) for product analytics and service improvement as described in Section 8.3. Additional commitments regarding data use are set out in the DPA and Privacy Policy.
Tillion warrants that the Services will perform materially as described on www.tillion.ai and in this Agreement. Tillion's commercially reasonable efforts to maintain platform availability do not constitute a commitment to any specific uptime level or entitle Customer to any service credit, unless expressly set out in a separate written agreement signed by Tillion. If Customer believes the Services are not performing as warranted, Customer must notify Tillion in writing within 30 days of discovering the non-conformity. Tillion will use commercially reasonable efforts to correct the non-conformity within a reasonable time. Customer's sole and exclusive remedy for a breach of this warranty is for Tillion to use commercially reasonable efforts to correct the non-conformity. If correction is impracticable, Tillion may terminate the affected subscription with no further liability to Customer.
The warranty does not apply if the non-conformity is caused by: (a) Customer's misuse or unauthorized modification; (b) Customer's failure to follow Tillion's instructions or documentation; (c) third-party software, integrations, or services not provided by Tillion; or (d) circumstances beyond Tillion's reasonable control.
Customer represents and warrants that: (a) it has full authority to enter into and perform this Agreement; (b) Customer Data does not violate any applicable law or infringe any third party’s rights; and (c) it has all necessary rights and consents to submit any third-party data to the Services.
EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 9.1, THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TILLION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TILLION DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, ACCURATE, OR COMPLETE, OR THAT OUTPUT WILL MEET CUSTOMER’S REQUIREMENTS. OUTPUT IS GENERATED USING ARTIFICIAL INTELLIGENCE AND IS PROVIDED AS INFORMATIONAL ASSISTANCE ONLY. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND VALIDATING OUTPUT BEFORE RELIANCE OR USE.
Tillion makes no representations regarding the performance or reliability of third-party providers, including AI model providers. Tillion is not responsible for any issues caused by third-party providers except to the extent directly caused by Tillion’s gross negligence or willful misconduct.
Tillion will defend Customer against any third-party claim alleging that the Services, as used in accordance with this Agreement, infringe any registered patent, trademark, or copyright, and will indemnify Customer for damages finally awarded in connection with such claim. This obligation does not apply to claims arising from: (a) Customer Data; (b) modifications to the Services made by Customer; (c) use of the Services in combination with third-party products where the infringement would not have occurred without such combination; or (d) Customer’s breach of this Agreement. If the Services become the subject of an infringement claim, Tillion may, at its option: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing; or (iii) terminate the affected subscription and refund any prepaid fees for the unused period.
Customer will defend, indemnify, and hold harmless Tillion from and against any third-party claim arising from: (a) Customer Data; (b) Customer’s breach of this Agreement; (c) Customer’s or an Authorized User’s violation of applicable law; or (d) any claim that output or a document Customer sends to a third party infringes that party’s rights, to the extent such claim arises from Customer’s use of the Services.
The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided no settlement that admits fault or imposes liability on the indemnified party may be agreed without the indemnified party’s prior written consent); and (c) reasonably cooperate with the indemnifying party at the indemnifying party’s expense.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF USE, REVENUE, PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT, TILLION’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY DAMAGES FINALLY AWARDED UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO TILLION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) $100, WHERE CUSTOMER HAS PAID FEES TO TILLION.
The limitations in Sections 11.1 and 11.2 do not apply to: (a) either party’s indemnification obligations under Section 10; (b) Customer’s breach of Section 3.3 (Restrictions) or Section 5.2 (Prohibited Uses); (c) Customer’s payment obligations; (d) either party’s breach of confidentiality obligations under Section 7; or (e) either party’s breach of the DPA.
This Agreement is governed by and construed in accordance with the laws of the State of California, U.S.A., without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
(a) Informal Resolution. Before initiating arbitration, the party with a dispute must provide the other party with written notice describing the dispute in reasonable detail. The parties will attempt in good faith to resolve the dispute informally for a period of 30 days from the date of such notice. Either party may reduce this period with mutual written agreement.
(b) Binding Arbitration. If the dispute is not resolved informally within 30 days, the parties agree to resolve any claim, dispute, or controversy arising out of or relating to this Agreement through binding arbitration administered by JAMS under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and held in Santa Clara County, California (or, if Customer is an individual user, in the county of Customer’s principal place of business). The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys’ fees in arbitration, except as the arbitrator may otherwise award for bad faith or frivolous claims.
(c) Class Action Waiver. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED.
(d) Exceptions. Notwithstanding the foregoing, either party may: (i) bring an individual action in small claims court if the dispute qualifies; or (ii) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or remedy actual or threatened infringement of intellectual property rights or a breach of confidentiality obligations. The right to seek injunctive relief is not waived by this arbitration agreement.
(e) Opt-Out. Customer may opt out of this arbitration agreement by sending written notice to legal@tillion.ai within 30 days of first accepting these Terms. Opting out does not affect any other provision of this Agreement. If Customer opts out, any dispute shall be resolved exclusively in the state or federal courts of Santa Clara County, California, and the parties irrevocably submit to that jurisdiction.
Neither party shall be liable for any delay or failure in performance (except for payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, natural disasters, cyberattacks, pandemic, or third-party infrastructure failures (“Force Majeure”). The affected party will promptly notify the other and the performance obligation is suspended for the duration of the Force Majeure event. If a Force Majeure event continues for more than 60 consecutive days, either party may terminate the Agreement on written notice.
Customer may not assign or transfer this Agreement or any rights or obligations hereunder without Tillion's prior written consent. Tillion may assign this Agreement in their entirety to any affiliate, subsidiary, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without Customer's consent. Any other assignment by Tillion requires Customer's prior written consent. Any purported assignment in violation of this Section is void. This Agreement binds and benefits the parties and their respective permitted successors and assigns.
Tillion may identify Customer by name and logo on its website and marketing materials as a user of the Services. Customer may opt out of this by notifying Tillion at legal@tillion.ai.
The Tillion Agreements (as listed in Section 1.2) constitute the entire agreement between the parties regarding the subject matter of their relationship and supersede all prior oral and written agreements and understandings. These Business Terms may be updated by Tillion in accordance with Section 1.4.
If any provision of this Agreement is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. A waiver is only effective if given in writing.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.
Notices to Tillion must be sent to legal@tillion.ai. Notices to Customer will be sent to the email address associated with Customer’s account. Notices are deemed received when emailed (to Customer) or upon receipt (to Tillion).
Customer consents to receive communications from Tillion electronically. Electronic communications satisfy any requirement that communications be in writing. These Terms are accepted electronically, including by clicking to accept, by registering for an account, or by accessing or using the Services. No wet-ink or physical signature is required.
