TwinlyAI
UNIVERSAL TERMS OF SERVICE AGREEMENT
Last Revised: 03/01/2026
PLEASE READ THESE UNIVERSAL TERMS OF SERVICE CAREFULLY
THESE UNIVERSAL TERMS OF SERVICE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS, AND REMEDIES, INCLUDING, BUT NOT LIMITED TO, WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, YOUR INDEMNITY OBLIGATIONS TO US, AND DISPUTE-RESOLUTION TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISPUTES MUST BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT OR BY JURY TRIAL, AND YOU WAIVE THE RIGHT TO PARTICIPATE IN CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDINGS.
1. Overview; Agreement to Terms
These Universal Terms of Service, together with any terms incorporated by reference or otherwise made applicable as provided below, are referred to as the “UTOS” or this “Agreement.” This Agreement is entered into by and between TwinlyAI, Inc., a Delaware corporation, and any affiliated entity that provides or operates the Services under this Agreement, collectively referred to as “Company,” “we,” “us,” or “our,” and you. Company may provide or operate Services under trade names, assumed names, DBAs, brands, or domains, including, but not limited to, CoolnessAI and coolness.ai.
The terms “you,” “your,” “User,” or “Customer” refer to any individual, business, organization, entity, or other person that accesses, accepts, purchases, subscribes to, receives, or uses the Site or Services.
The term “Site” refers to any Company-operated website, webpage, domain, online location, or online interface that links to, displays, or otherwise makes this Agreement available, including twinlyai.com, coolness.ai, and any other Company-operated online location.
The term “Services” refers, individually and collectively, to the Site and all Company products, services, software, applications, platforms, APIs, tools, technologies, content, features, accounts, and related offerings, including, but not limited to, free, preview, trial, beta, paid, subscription-based, one-time, usage-based, application-based, or otherwise made available by Company.
This Agreement becomes effective on the earliest date that Customer accesses or uses the Site or Services, creates an account, purchases or subscribes to any Services, electronically accepts this Agreement, or otherwise accesses or receives any Services. If Customer does not agree to this Agreement, Customer must not access or use the Site or Services.
If an individual accesses, accepts, purchases, subscribes to, receives, or uses the Site or Services on behalf of an entity, that individual represents and warrants that they have authority to bind that entity, and “Customer” includes both the individual and the entity. If the individual does not have such authority, the individual remains personally responsible for all obligations arising from the access to or use of the Site or Services.
2. Relationship to Other Terms
This Agreement governs Customer’s access to and use of the Site and Services. Company may provide or approve additional terms, policies, agreements, orders, or conditions that apply to particular Services or transactions. Such additional terms are in addition to this Agreement and do not replace this Agreement unless they expressly state that they override a specific provision of this Agreement.
If there is a conflict between this Agreement and any other Company-provided or Company-approved term, policy, agreement, order, communication, or material, this Agreement controls unless the other applicable document expressly states that it overrides a specific provision of this Agreement. Any such override applies only to the specific subject matter or Service expressly identified.
No purchase order, procurement term, invoice term, support communication, marketing material, proposal, website statement, or other communication modifies this Agreement unless Company expressly agrees to that modification in writing or through an authorized electronic acceptance process.
3. Changes to this Agreement or the Services
Company may update, modify, or replace this Agreement from time to time. Updated terms will be effective when posted or otherwise made available, unless a later effective date is stated. Customer’s continued access to or use of the Site or Services after updated terms become effective constitutes acceptance of the updated terms.
Company may modify, suspend, restrict, discontinue, replace, remove, or change any part of the Site or Services at any time, with or without notice, to the maximum extent permitted by law. Company will not be liable to Customer or any third party for any modification, suspension, restriction, discontinuation, replacement, removal, or change to the Site or Services.
4. Eligibility; Legal Compliance
Customer must be at least eighteen (18) years old, or the age of legal majority in Customer’s jurisdiction if higher, and must be legally capable of entering into binding agreements.
Customer represents and warrants that:
- Customer has the right, authority, and capacity to enter into this Agreement;
- Customer’s access to and use of the Site and Services will comply with all applicable laws, rules, and regulations;
- all information Customer provides to Company is accurate, current, and complete;
- Customer is not prohibited from accessing or receiving the Services under applicable law, sanctions, export-control restrictions, or other legal restrictions; and
- Customer will not use the Services where such use is prohibited by applicable law.
Company makes no representation that the Site or Services are appropriate or available for use in every jurisdiction. Customer is responsible for compliance with all laws applicable to Customer’s access to and use of the Site and Services.
5. Accounts and Security
Certain Services may require an account. Customer agrees to provide and maintain accurate, current, and complete account information. Company may suspend, restrict, or terminate any account or Service if Company believes account information is inaccurate, outdated, incomplete, fraudulent, misleading, or otherwise presents legal, security, operational, reputational, financial, or other risk.
Customer is responsible for maintaining the confidentiality and security of Customer’s account, credentials, devices, access methods, payment methods, and any activity occurring through Customer’s account, whether authorized by Customer or not. Customer must promptly notify Company of any unauthorized access, suspected compromise, or security incident involving Customer’s account or the Services.
Company is not responsible for losses arising from unauthorized access to or use of Customer’s account, credentials, devices, systems, or payment methods. Customer may be responsible for losses, costs, liabilities, or damages incurred by Company or others arising from activity under Customer’s account.
Company may rely on any instruction, notice, document, communication, request, or activity that Company reasonably believes is genuine or associated with Customer’s account or authorized representative. Company may require additional verification before acting on any request, but has no obligation to do so.
6. Permitted Use; General Rules of Conduct
Customer may access and use the Site and Services only in accordance with this Agreement, applicable law, and the intended purpose and acceptable scope of the Services as determined by Company.
Customer must not access or use, or assist others in accessing or using, the Site or Services in any manner that Company determines, in its sole discretion, is unlawful, harmful, abusive, deceptive, exploitative, infringing, privacy-invasive, security-compromising, disruptive, unauthorized, excessive, or inconsistent with the intended use of the Services.
Without limiting the foregoing, Customer must not:
- violate any applicable law, regulation, contractual duty, third-party right, privacy right, publicity right, intellectual-property right, or confidentiality obligation;
- engage in fraud, phishing, impersonation, spam, harassment, abuse, exploitation, deception, or other harmful conduct;
- interfere with, disrupt, overload, damage, attack, reverse engineer, scrape, bypass, circumvent, or gain unauthorized access to the Site, Services, systems, networks, accounts, data, security features, or usage limits;
- upload, transmit, generate, distribute, or facilitate malicious code, malware, unlawful content, harmful content, exploitative content, or content that violates this Agreement;
- use the Services to send, facilitate, generate, automate, or assist unsolicited, unlawful, deceptive, abusive, or non-consensual communications;
- resell, redistribute, sublicense, rent, lease, commercially exploit, or provide the Services to third parties except as expressly authorized by Company; or
- use the Services in a manner that creates legal, security, operational, reputational, financial, regulatory, or user-safety risk for Company, the Services, other users, or third parties.
Company may investigate suspected violations and may suspend, restrict, terminate, block, remove, preserve, disclose, or take other action regarding accounts, Services, Customer Content, activity, or access where Company determines such action is appropriate.
7. Artificial Intelligence and Generated Content
The Services may include, but are not limited to, artificial intelligence, machine learning, automation, generative features, recommendations, analysis, summaries, predictions, responses, or other automated outputs, collectively referred to as “Generated Content.”
Customer acknowledges and agrees that Generated Content may be inaccurate, incomplete, unreliable, inappropriate, unsuitable, unavailable, non-exclusive, similar or identical to content generated for others, or otherwise not fit for Customer’s intended purpose. Company does not represent or warrant that Generated Content is accurate, complete, reliable, legal, safe, original, exclusive, protectable, non-infringing, or suitable for any purpose.
Generated Content does not constitute legal, medical, financial, tax, compliance, professional, or other expert advice. Use of the Services does not create any attorney-client, doctor-patient, fiduciary, advisory, agency, employment, or other professional relationship.
Customer is solely responsible for reviewing, validating, clearing, approving, relying on, publishing, transmitting, using, or acting upon any Generated Content. Customer should obtain independent professional advice before relying on Generated Content for any important, regulated, legal, financial, medical, safety-related, or consequential decision.
Company may modify, limit, suspend, or discontinue any AI, automation, or Generated Content feature at any time. Use of Generated Content is at Customer’s sole risk.
8. Customer Content
Customer may submit, upload, transmit, provide, process, store, or otherwise make available content, prompts, files, data, communications, materials, or other information through or in connection with the Services, collectively referred to as “Customer Content.”
Customer retains whatever ownership rights Customer has in Customer Content. Customer is solely responsible for Customer Content and for ensuring that Customer has all rights, permissions, consents, notices, and lawful bases necessary to provide, process, transmit, use, or otherwise make Customer Content available through or in connection with the Services.
Customer grants Company a limited, worldwide, non-exclusive, royalty-free license to host, process, transmit, store, copy, display, analyze, use, and otherwise handle Customer Content as reasonably necessary to provide, maintain, secure, support, improve, enforce, and operate the Services; comply with law; prevent fraud, abuse, and security incidents; and protect Company, the Services, users, and third parties.
Customer must not submit or process Customer Content that violates this Agreement, applicable law, third-party rights, privacy rights, confidentiality duties, or any applicable Company policy. Company may remove, restrict, refuse, preserve, disclose, or otherwise act on Customer Content where Company determines such action is appropriate for legal, security, operational, policy, or risk-management reasons.
Customer is responsible for maintaining copies and backups of Customer Content where appropriate. Company is not responsible for loss, corruption, deletion, failure to store, or failure to retrieve Customer Content except to the extent required by applicable law or a separate written agreement expressly stating otherwise.
9. Feedback and Submissions
Customer may provide suggestions, ideas, comments, improvements, feedback, or other submissions regarding the Site, Services, Company, or related matters, collectively referred to as “Feedback.” Customer agrees that Feedback is voluntary, non-confidential, and provided without restriction or expectation of compensation.
Company may use, disclose, reproduce, modify, distribute, commercialize, or otherwise exploit Feedback for any purpose without acknowledgment, compensation, permission, or obligation to Customer or any third party.
10. Privacy
Customer’s use of the Site and Services is subject to Company’s Privacy Policy, which describes Company’s collection, use, disclosure, storage, and protection of personal information. Additional privacy, data-protection, or data-processing terms may apply to particular Services where provided by Company.
Customer is responsible for ensuring that Customer has all required rights, permissions, notices, consents, and lawful bases for information Customer submits to or processes through the Services. Customer must not submit or process regulated, restricted, sensitive, or third-party information through the Services unless Customer is authorized to do so and such use is permitted by the applicable Service and applicable law.
No system can be guaranteed to be fully secure. Customer is responsible for using reasonable safeguards appropriate to Customer’s use of the Services.
11. Third-Party Services and Materials
The Services may include, but are not limited to, depend on, link to, interact with, or enable access to third-party services, providers, platforms, systems, data, content, software, applications, infrastructure, payment processors, integrations, or materials, collectively referred to as “Third-Party Services.”
Company does not control and is not responsible for Third-Party Services. Customer’s use of Third-Party Services may be subject to separate terms, conditions, policies, fees, and restrictions. Company is not liable for third-party acts, omissions, outages, errors, delays, security incidents, data loss, policy changes, service changes, or other issues arising from or related to Third-Party Services.
Customer is solely responsible for enabling, configuring, authorizing, maintaining, and using any Third-Party Services connected to or used with the Services.
12. Free, Preview, Beta, Trial, and Limited Services
Company may offer free, preview, beta, trial, experimental, limited, early-access, promotional, or evaluation Services. Such Services may be changed, limited, suspended, terminated, made unavailable, or discontinued at any time, with or without notice, and without liability to Customer.
Customer acknowledges that such Services may be incomplete, unstable, inaccurate, unavailable, unsupported, or subject to additional risks. Customer should not rely on free, preview, beta, trial, experimental, limited, early-access, promotional, or evaluation Services for production, mission-critical, safety-critical, regulated, or high-risk use unless Company expressly agrees otherwise in writing.
All such Services are provided “as is,” “as available,” and “with all faults,” without warranties of any kind to the maximum extent permitted by law.
13. Fees, Payments, Subscriptions, and Purchases
Some Services may be offered for fees, subscriptions, one-time purchases, usage-based charges, application-store purchases, incidental purchases, or other charges disclosed through the applicable Service or purchase process.
Customer agrees to pay all applicable fees and charges when due. Fees are non-refundable except as required by law or expressly stated by Company. Customer is responsible for all taxes, duties, assessments, and similar charges associated with Customer’s purchase or use of the Services, except taxes based on Company’s income.
If Customer provides a payment method, Customer authorizes Company and its payment processors to charge applicable fees and recurring charges, if any, using that payment method. Customer is responsible for keeping payment information accurate and current.
If a payment fails, is reversed, is disputed, is charged back, or is not received when due, Company may suspend, restrict, terminate, or discontinue the applicable Services or account, and may pursue available remedies.
If a Service is offered as a subscription or recurring purchase, renewal terms, cancellation options, and applicable charges will be disclosed through the applicable Service, purchase process, account settings, or other Company-provided terms. Customer is responsible for cancelling before renewal where automatic renewal applies, except where applicable law or the applicable purchase terms provide otherwise.
Company may change prices, fees, features, plans, or billing methods at any time to the maximum extent permitted by law. Changes may apply immediately to new purchases and, for recurring Services, upon renewal or as otherwise disclosed by Company.
14. Availability; Changes; Discontinuation
Company does not guarantee that the Site or Services will be uninterrupted, secure, error-free, timely, accurate, complete, compatible, or continuously available. The Site or Services may be unavailable, delayed, limited, modified, suspended, or interrupted for any reason, including, but not limited to, maintenance, updates, errors, capacity limits, security events, outages, third-party failures, infrastructure issues, legal requirements, or events beyond Company’s reasonable control.
Company may modify, replace, migrate, suspend, discontinue, or terminate any Service or any feature, functionality, content, or aspect of any Service at any time, with or without notice, and without liability to Customer or any third party.
Customer is responsible for taking appropriate steps to preserve, export, back up, transition, or cease reliance on Customer Content, configurations, workflows, outputs, integrations, or other materials associated with the Services.
15. Company Rights and Enforcement
Company reserves all rights not expressly granted in this Agreement.
Company may, in its sole discretion and to the maximum extent permitted by law, access, review, monitor, investigate, preserve, disclose, remove, restrict, suspend, terminate, lock, modify, refuse, or limit any account, Service, Customer Content, Generated Content, setting, configuration, activity, or access for any lawful reason, including, but not limited to, where Company determines such action is appropriate to:
- operate, maintain, protect, improve, or enforce the Services or this Agreement;
- prevent or address fraud, abuse, security risks, excessive use, unlawful conduct, or violations of this Agreement;
- comply with law, legal process, law-enforcement requests, regulatory requests, or court orders;
- protect Company, users, third parties, systems, infrastructure, reputation, operations, or property;
- correct errors or prevent harm; or
- reduce legal, regulatory, security, operational, financial, or reputational risk.
Company has no obligation to monitor Customer Content or use of the Services, but may do so as permitted by law. Company’s failure to act with respect to any violation does not waive Company’s right to act later.
16. Intellectual Property and Company Content
The Site and Services, including, but not limited to, software, source code, APIs, systems, models, tools, technologies, workflows, interfaces, designs, documentation, text, graphics, logos, trademarks, service marks, content, features, and other materials provided by or for Company, are owned by Company or its licensors and are protected by intellectual-property and other laws.
Subject to Customer’s compliance with this Agreement, Company grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely as permitted by Company and this Agreement.
Customer must not copy, modify, distribute, sell, lease, sublicense, create derivative works from, reverse engineer, decompile, disassemble, circumvent, exploit, or otherwise misuse the Site or Services except as expressly permitted by Company or applicable law. Customer must not remove proprietary notices or use Company names, trademarks, logos, or branding without Company’s prior written permission.
No rights are granted except as expressly stated in this Agreement. Company reserves all rights not expressly granted.
17. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ALL CONTENT, CUSTOMER CONTENT, GENERATED CONTENT, FEATURES, ACCOUNTS, OUTPUTS, THIRD-PARTY SERVICES, SUPPORT, DOCUMENTATION, AND RELATED MATERIALS, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, RELIABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, QUIET ENJOYMENT, AND COURSE OF DEALING OR USAGE OF TRADE.
COMPANY DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, TIMELY, ACCURATE, COMPLETE, RELIABLE, AVAILABLE, FREE OF HARMFUL COMPONENTS, OR SUITABLE FOR CUSTOMER’S PURPOSES.
NO ORAL OR WRITTEN INFORMATION, COMMUNICATION, SUPPORT, DOCUMENTATION, CONTENT, GENERATED CONTENT, OR ADVICE PROVIDED BY COMPANY OR ANY COMPANY REPRESENTATIVE CREATES ANY WARRANTY OR PROFESSIONAL ADVICE UNLESS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY COMPANY.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, AND PARTNERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, PUNITIVE, OR SIMILAR DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITIES, DATA, CONTENT, USE, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; SERVICE INTERRUPTION; SECURITY INCIDENTS; UNAUTHORIZED ACCESS; THIRD-PARTY FAILURES; OR DAMAGES ARISING FROM OR RELATED TO CUSTOMER’S ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON THE SITE, SERVICES, CUSTOMER CONTENT, GENERATED CONTENT, THIRD-PARTY SERVICES, OR ANY RELATED MATERIALS.
THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO ALL CLAIMS, DAMAGES, LOSSES, AND LIABILITIES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE, SERVICES, THIS AGREEMENT, OR ANY RELATED MATTER WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100) OR, IF CUSTOMER PAID COMPANY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM, THE AMOUNT CUSTOMER ACTUALLY PAID COMPANY FOR THAT SPECIFIC SERVICE DURING THE ONE (1) MONTH PERIOD IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.
FOR FREE, PREVIEW, BETA, TRIAL, EXPERIMENTAL, LIMITED, EARLY-ACCESS, PROMOTIONAL, EVALUATION, OR UNPAID SERVICES, COMPANY’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
THE FOREGOING LIMITATIONS APPLY COLLECTIVELY TO COMPANY AND ALL PROTECTED PARTIES IDENTIFIED ABOVE, NOT INDIVIDUALLY. THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN COMPANY AND CUSTOMER.
NOTHING IN THIS AGREEMENT LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.
19. Indemnification
Customer agrees to defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, contractors, agents, licensors, suppliers, service providers, and partners from and against all claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses, including, but not limited to, reasonable attorneys’ fees, arising out of or relating to:
- Customer’s access to, use of, misuse of, or inability to use the Site or Services;
- Customer Content;
- Customer’s use, publication, transmission, reliance on, or other handling of Generated Content;
- activity under Customer’s account;
- Customer’s violation of this Agreement, applicable law, or third-party rights;
- Customer’s products, services, business, users, customers, employees, contractors, representatives, or recipients; or
- fraud, abuse, unauthorized activity, privacy violations, confidentiality violations, intellectual-property violations, or security issues caused by or associated with Customer.
Company may control the defense and settlement of any matter subject to indemnification. Customer may not settle any matter in a way that imposes liability, obligation, admission, or restriction on Company without Company’s prior written consent. Customer must cooperate with Company in the defense of indemnified matters.
20. Suspension and Termination
Company may suspend, restrict, terminate, or discontinue Customer’s access to any account or Service at any time, with or without notice, if Company determines that:
- Customer violated this Agreement or any applicable law;
- Customer’s use creates legal, security, operational, reputational, financial, regulatory, or other risk;
- Customer’s account or activity appears fraudulent, abusive, unauthorized, excessive, or suspicious;
- payment is not received when due;
- action is required by law, legal process, regulation, or governmental request; or
- suspension or termination is necessary or appropriate to protect Company, the Services, users, third parties, systems, or property.
Upon termination, Customer’s right to access and use the affected Services immediately ceases. Company may delete, restrict, preserve, or retain Customer Content and account information as permitted or required by law, this Agreement, the Privacy Policy, or applicable supplemental terms.
Customer remains responsible for all obligations incurred before suspension or termination, including, but not limited to, payment obligations and indemnity obligations.
21. Export, Sanctions, and Restricted Uses
Customer must not access, use, export, re-export, transfer, or provide access to the Services in violation of applicable export-control, sanctions, anti-corruption, anti-money-laundering, or other trade-control laws.
Customer represents that Customer is not located in, organized under the laws of, ordinarily resident in, or acting on behalf of any country, region, entity, or person subject to applicable restrictions that would prohibit access to or use of the Services. Customer must not use the Services for prohibited end uses or on behalf of prohibited parties.
22. Dispute Resolution; Binding Arbitration; Class and Jury Waiver
PLEASE READ THIS SECTION CAREFULLY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SECTION REQUIRES CUSTOMER AND COMPANY TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH CUSTOMER AND COMPANY MAY SEEK RELIEF.
22.1 Informal Resolution
Before initiating arbitration or any permitted court proceeding, the party asserting a dispute must first provide written notice describing the dispute and allow the other party a reasonable opportunity to resolve it informally. The parties will attempt in good faith to resolve the dispute before commencing arbitration.
22.2 Binding Individual Arbitration
Except for the limited exceptions below, any dispute, claim, or controversy arising out of or relating to this Agreement, the Site, the Services, any account, any transaction, any communication, or the relationship between Customer and Company must be resolved by binding individual arbitration, not in court. This arbitration provision is governed by the Federal Arbitration Act to the maximum extent applicable. The arbitrator will have authority to resolve all issues except those reserved for a court by applicable law.
22.3 No Class, Collective, Consolidated, or Representative Proceedings
Customer and Company agree that each may bring claims against the other only on an individual basis and not as a plaintiff, class member, representative, or participant in any class, collective, consolidated, private attorney general, or representative proceeding. The arbitrator may not consolidate claims or preside over any class, collective, consolidated, or representative proceeding except to the extent required by applicable law.
22.4 Jury Trial Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND COMPANY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, THE SERVICES, ANY ACCOUNT, ANY TRANSACTION, ANY COMMUNICATION, OR THE RELATIONSHIP BETWEEN CUSTOMER AND COMPANY.
22.5 Limited Exceptions
Nothing in this section prevents either party from seeking relief in small claims court where permitted, seeking temporary or preliminary injunctive relief in court to prevent misuse of intellectual property, unauthorized access, security abuse, or other irreparable harm, or seeking enforcement or confirmation of an arbitration award. Nothing in this Agreement requires arbitration of claims that applicable law does not allow to be arbitrated.
22.6 Arbitration Procedures
Arbitration will be administered by a neutral arbitration provider selected by Company unless applicable law requires otherwise. Arbitration may be conducted remotely, by written submissions, or in another manner determined by the arbitrator or applicable arbitration rules. The arbitrator may award only the relief available under this Agreement and applicable law, and only to the individual party seeking relief.
22.7 Severability
If any part of this dispute-resolution section is found unenforceable, the unenforceable portion will be severed to the minimum extent necessary, and the remaining provisions will remain in effect, except that if the class, collective, consolidated, or representative waiver is found unenforceable as to a claim, that claim may proceed in court only to the extent required by law.
23. Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions to the extent applicable. Use of an address, trade name, assumed name, DBA, brand, or domain outside Delaware does not change the governing law of this Agreement unless Company expressly states otherwise in a Company-approved agreement.
Subject to the dispute-resolution section above, any permitted court proceeding must be brought in the state or federal courts located in Delaware, and Customer consents to the personal jurisdiction and venue of those courts.
24. Notices and Electronic Communications
Customer agrees that Company may provide notices, disclosures, updates, and other communications electronically, including through the Site, Services, account, email, or other reasonable means. Customer is responsible for keeping account and contact information current.
All legal notices to Company required or permitted under this Agreement must be in writing and delivered by postal mail or nationally recognized courier to the mailing address listed in the Contact Information section, addressed to TwinlyAI, Inc., Attn: Legal Department. Legal inquiries and other legal-related correspondence may be directed to legal@twinlyai.com unless Company provides another method for a specific matter.
Legal notices to Company are deemed given when received by Company at the mailing address listed in the Contact Information section, unless applicable law requires a different rule.
25. Assignment
Customer may not assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement without Company’s prior written consent. Any attempted assignment in violation of this section is void.
Company may assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement without Customer’s consent, including, but not limited to, in connection with a merger, acquisition, reorganization, sale of assets, financing, corporate transaction, change of control, or transfer of Services.
26. General Provisions
If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.
Company’s failure to enforce any provision of this Agreement is not a waiver of that provision or any other provision. Any waiver must be in writing and signed by Company.
Company is not liable for any delay or failure to perform caused by events beyond Company’s reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, labor disputes, internet or telecommunications failures, third-party failures, governmental actions, legal restrictions, security incidents, power failures, or other force majeure events.
This Agreement does not create any partnership, joint venture, employment, agency, fiduciary, or franchise relationship between Customer and Company.
Except for Company’s affiliates, officers, directors, employees, contractors, agents, licensors, suppliers, service providers, and partners who are intended beneficiaries of the protections, disclaimers, limitations, and indemnities in this Agreement, there are no third-party beneficiaries to this Agreement.
References to “including,” “include,” “includes,” “may include,” or similar terms mean “including without limitation” and do not imply an exhaustive list. Headings are for convenience only and do not affect interpretation. The words “will,” “must,” and “shall” are intended to impose obligations where used.
27. Entire Agreement
This Agreement constitutes the complete agreement between Customer and Company regarding Customer’s access to and use of the Site and Services, except to the extent other Company-provided or Company-approved terms expressly apply as described in this Agreement.
This Agreement supersedes all prior or contemporaneous understandings, communications, proposals, representations, or agreements regarding the Site or Services, whether oral or written, unless another applicable Company-approved agreement expressly states that it overrides a specific provision of this Agreement.
28. Survival
Any provisions that by their nature should survive termination will survive termination or expiration of this Agreement, including, but not limited to, provisions regarding Company rights, Customer obligations, Customer Content, Feedback, intellectual property, disclaimers, limitations of liability, indemnification, payment obligations, dispute resolution, governing law, notices, assignment, general provisions, entire agreement, and survival.
29. Contact Information
TwinlyAI, Inc.
Attn: Legal Department
1592 Union St, #427
San Francisco, CA 94123
United States
Legal inquiries: legal@twinlyai.com
Primary website: twinlyai.com
TwinlyAI, Inc. is a Delaware corporation and may operate certain Services under DBAs, trade names, brands, or domains, including, but not limited to, CoolnessAI and coolness.ai.