Acceptance of these Terms
These Terms and Conditions of Service ("Terms") are published by TwinKnowledge Incorporated ("Company") and govern Customer's access to and use of the Services. By executing an Order Form that references these Terms or by completing an online registration, checkout, or subscription process through which these Terms are presented and accepted (each, an "Online Order"), Customer agrees to be bound by these Terms as of the date of such execution or completion (the "Effective Date").
Each Order Form shall incorporate these Terms by reference and, together with these Terms, shall constitute the complete agreement between the parties (collectively, the "Agreement"). In the event of any conflict between these Terms and an Order Form, the Order Form shall control solely with respect to its subject matter. Capitalized terms used but not defined herein have the meanings set forth in the applicable Order Form.
1. SaaS services and support
1.1 License grant; affiliates
Subject to the terms of this Agreement, an Order Form, and payment of applicable fees, Company grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services, solely for Customer's internal use during the Term. "Services" means the cloud-based software-as-a-service platform, tools, and related offerings provided by Company, including updates, enhancements, and modifications made generally available, but excluding Professional Services unless expressly specified. Customer may make the benefits of this Agreement available to its Affiliates provided it causes each such Affiliate to comply with all obligations, and Customer is jointly and severally liable for the acts and omissions of its Affiliates.
1.2 Service levels
Company will use commercially reasonable efforts to provide the Services in accordance with the Service Level Terms published from time to time. Company may update the Service Level Terms, provided no modification shall materially diminish the level of service during the then-current Term unless agreed in writing.
1.3 – 1.5 Authorized users
Customer may authorize individuals ("Authorized Users") — including employees, contractors, agents, consultants, and bona fide business partners ("Guest Users"). Each Authorized User identifies a username and password or uses Customer's SSO method; credentials may not be shared. Customer designates an administrative account and is fully responsible for all acts and omissions of its Authorized Users, including Guest Users, as if they were Customer's own.
1.6 Service capacity
The Services are subject to usage limits described in the Order Form ("Service Capacity"). If Customer exceeds the applicable Service Capacity, Customer will promptly execute an Order Form for additional quantities and/or pay any invoice for excess usage. Added quantities are prorated and terminate on the same date as the underlying subscriptions.
1.7 – 1.9 Updates, support & system requirements
Each subscription includes routine enhancements, bug fixes, and updates. Company provides support at the level specified in the applicable Order Form (standard by default), and may update the Support Terms with no less than 30 days' prior written notice of material modifications. Customer is responsible for its own internet access and for using supported Chrome or Firefox browsers; Company supports the current stable release and the previous two wide public releases for each.
1.10 Free trials
Company may offer access on a free trial basis. During a Free Trial, the Services are provided "AS IS" and "AS AVAILABLE" without warranty, and the Service Level Terms, Support Terms, and the warranty and indemnification obligations do not apply. Company may suspend or terminate a Free Trial at any time. Unless Customer executes a paid subscription before expiration, access terminates automatically and Company may delete associated Customer Data within 30 days.
1.11 Beta services
Company may invite Customer to access pre-release, beta, pilot, or early access features ("Beta Services"), provided for evaluation only and which may contain errors. Beta Services are provided "AS IS" and "AS AVAILABLE" without warranty. Feedback on Beta Services is licensed to Company on a perpetual, irrevocable, worldwide, royalty-free basis. All information regarding Beta Services constitutes Proprietary Information of Company.
2. Professional services
Definition & SOWs. "Professional Services" means implementation, configuration, integration, data migration, training, and other consulting or technical services described in an applicable Order Form or Statement of Work ("SOW"). Each SOW is executed by both parties and incorporated into the Agreement. In the event of conflict, these Terms control over a SOW (except where the SOW expressly supersedes a specific provision), and an Order Form controls over a SOW.
Fees & cooperation. Unless otherwise specified, Professional Services are provided on a time-and-materials basis at the hourly rates in the applicable Order Form or SOW, with reasonable pre-approved travel expenses reimbursable. Customer shall provide access, information, personnel, and resources reasonably necessary; delays from Customer's failure to cooperate do not constitute a breach by Company.
Change orders & IP. Any change to scope, deliverables, timelines, or fees requires a written Change Order executed by both parties. All Company Materials — software, tools, methodologies, frameworks, know-how, inventions, and pre-existing IP — remain Company's exclusive property; Customer receives a limited license to use them as embedded in Deliverables. Customer owns Customer Data incorporated into Deliverables.
Launch period. The applicable Order Form or SOW may designate a Launch Period during onboarding, at a discounted rate, during which Service Level Terms and related remedies do not apply. Upon expiration, the Service Level Terms apply in full and fees revert to standard rates.
3. Restrictions and responsibilities
3.1 General restrictions
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services; modify, translate, or create derivative works (except as expressly permitted); use the Services for timesharing or service bureau purposes or for the benefit of a third party; or remove any proprietary notices or labels.
3.2 – 3.4 Compliance, data & account security
Customer represents and warrants that it and its Authorized Users will use the Services only in compliance with Company's standard published policies, the acceptable use requirements, and all applicable laws. Customer represents it has all rights necessary for any Customer Data used with the Services; all Customer Data is Customer's sole responsibility. Customer is responsible for maintaining the security of its account, passwords, and files.
3.5 Acceptable use
Customer shall not use the Services to: violate any law or third-party right; transmit malicious code; interfere with or gain unauthorized access to the Services or related systems; build or support a competing product; send spam or unauthorized advertising; damage, disable, overburden, or impair the Services; probe, scan, or test vulnerability without consent; store or transmit unlawful, defamatory, or obscene content; or permit any unauthorized third party to access the Services. Customer shall promptly revoke an Authorized User's access upon learning of a violation.
4. Confidentiality; proprietary rights
4.1 Confidentiality
Each party (the "Receiving Party") agrees to protect the other party's ("Disclosing Party") Proprietary Information using reasonable precautions and not to use or disclose it except in performance of the Services or as permitted. Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Services; Proprietary Information of Customer includes "Customer Data." These obligations do not apply to information that is public, previously known, rightfully disclosed by a third party, independently developed, or required to be disclosed by law. Obligations with respect to Customer Data and trade secrets continue for so long as such information retains its status.
4.2 Ownership
Customer owns all right, title, and interest in and to Customer Data and original works of authorship it creates through its use of the Services, subject to Company's ownership rights. Company owns and retains all right, title, and interest in and to the Services, all improvements and modifications, any technology developed in connection with Professional Services (including Company Materials), and all related intellectual property rights.
4.3 Aggregated data
Company may collect and analyze data relating to the provision, use, and performance of the Services, and is free to use such information to improve the Services and to disclose it solely in aggregate or de-identified form. To the extent any such data constitutes PII, Company's use remains subject to the obligations in Section 11.
5. Payment of fees
5.1 Fees
Customer will pay the fees described in the Order Form ("Fees"). If Customer's use exceeds the Service Capacity or otherwise requires additional fees, Customer will be billed accordingly. Billing disputes must be raised within 60 days after the first billing statement in which the error appeared to receive an adjustment or credit.
5.2 Invoicing and late payment
Company invoices in arrears at the frequency specified in the Order Form, with full payment due 30 days from the invoice date. Unpaid amounts are subject to a finance charge of 2.5% per month (or the maximum permitted by law, whichever is lower), plus collection expenses, and may result in immediate termination of Services. Customer is responsible for all taxes other than U.S. taxes based on Company's net income.
6. Term and termination
6.1 Term and renewal
This Agreement commences on the Effective Date and continues for the Initial Services Term specified in the Order Form, automatically renewing for successive terms unless either party provides written notice of non-renewal per the Order Form or, if none is specified, at least 30 days prior to expiration.
6.2 – 6.3 Termination for cause & effect on fees
A party may terminate for cause upon 30 days' written notice of an uncured material breach, or if the other party becomes subject to insolvency proceedings. If Customer terminates for cause, Company refunds prepaid fees covering the remainder of the Term; if Company terminates for cause, Customer pays unpaid fees for the remainder of the Term. Termination does not relieve Customer of its obligation to pay fees for the period prior to the effective date.
6.4 Survival
All sections that by their nature should survive termination will survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. Privacy and security
Privacy Policy & DPA. Company's handling of personal information is described in the Privacy Policy. The parties shall enter into a data processing addendum ("DPA"), incorporated by reference, governing the processing of PII on behalf of Customer. Order of precedence: (i) these Terms, (ii) the DPA, (iii) the Privacy Policy.
Ownership & processing. Customer remains the sole owner of Customer Data and grants Company a limited, non-exclusive, royalty-free license to host, copy, transmit, and display Customer Data solely to provide the Services. Company shall not process Customer Data except as necessary to provide the Services or to improve them (limited to aggregated or de-identified data per Section 4.3), subject to the DPA.
Security & incidents. Company keeps Customer Data in strict confidence and implements reasonable, industry-standard technical and organizational measures. Security incident notification and remediation are as set forth in the DPA.
Operational communications. Company may send transactional and operational communications (account activation, password resets, security alerts, service disruption notices) that are not marketing communications and are not subject to unsubscribe mechanisms.
Return of data & business continuity. Upon written request, Company will return or destroy Customer Data in accordance with the DPA, and may retain copies as required by law or embedded in routine backups. Company maintains a commercially reasonable business continuity and disaster recovery plan with backups no less frequent than once every 24 hours.
8. Warranty and disclaimer
Mutual warranties. Each party represents that this Agreement is a valid and binding obligation enforceable against it, and that its performance does not conflict with any material contract or applicable law.
Service warranty and disclaimer. Company will use commercially reasonable efforts consistent with industry standards to minimize errors and interruptions and to perform Professional Services in a professional and workmanlike manner. The Services may be temporarily unavailable for maintenance or causes beyond Company's reasonable control. Company does not warrant that the Services will be uninterrupted or error free. Customer acknowledges that the Services use artificial intelligence and machine learning, and Company does not warrant the accuracy, completeness, or reliability of any AI-generated outputs; the Services are not a substitute for professional judgment. EXCEPT AS EXPRESSLY SET FORTH, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Indemnity
9.1 Company indemnification. Company will defend Customer against any third-party suit alleging that the Services infringe, misappropriate, or violate any U.S. Intellectual Property Rights, and will pay approved settlements or awarded damages. Company may procure the right to continue use, replace or modify the Services, or terminate and refund fees for the remainder of the term. Company has no obligation for claims based on use not in accordance with the Agreement, combination with non-Company products, or modification by anyone other than Company.
9.2 Customer indemnification. Customer will defend Company against any suit arising out of Customer's, an Affiliate's, or Authorized User's breach of specified sections, any allegation that Customer Data infringes third-party rights, or violation of applicable law in connection with use of the Services.
9.3 Procedures. Indemnification is conditioned on prompt written notice, sole control of defense or settlement by the indemnifying party, and cooperation by the indemnified party.
10. Limitation of liability
TO THE EXTENT LEGALLY PERMITTED, NEITHER COMPANY NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE — INCLUDING LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION, OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE — ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR FOR ANY AMOUNTS THAT, TOGETHER WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY'S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
11. Regulatory compliance for personally identifiable information
11.1 Definition of PII. "Personally Identifiable Information" or "PII" means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable natural person — including "personal data" as defined in Article 4(1) of the GDPR and "personal information" or "sensitive personal information" as defined under the CCPA/CPRA and any successor law. PII excludes data that has been irreversibly anonymized or de-identified in accordance with applicable law.
11.2 General compliance. Company shall comply with all applicable laws governing PII in the United States and the European Union with respect to all PII processed, accessed, stored, transmitted, logged, disclosed, or otherwise handled in connection with the Services. Company's obligations under applicable U.S. privacy laws, including the CCPA/CPRA, apply only to the extent such laws are applicable to Company's processing activities as determined by their jurisdictional and threshold requirements.
11.3 GDPR and U.S. privacy laws. To the extent PII is subject to European Union law, Company shall comply with the GDPR and act as a data processor, processing PII solely on documented instructions from Customer unless otherwise required by law. To the extent PII is subject to United States law, Company shall comply with applicable federal and state privacy and data protection laws, including the CCPA/CPRA to the extent its jurisdictional and threshold requirements are met.
11.4 Records and breach notification. Company shall maintain legally required records and logs sufficient to demonstrate compliance with applicable PII laws. In the event of any unauthorized access, disclosure, loss, alteration, or destruction of PII, Company shall notify Customer without undue delay after becoming aware of the incident, provide legally required information, and promptly implement corrective and remedial measures.
11.5 Audits. Company shall comply with all applicable laws governing audits of personal data processing activities and make available such information as is reasonably necessary to demonstrate compliance. Customer (or a qualified independent auditor reasonably acceptable to Company) may audit Company's data processing activities no more than once per twelve-month period, on no less than 30 days' prior written notice, during normal business hours, and at Customer's sole cost — limited to verifying compliance with respect to PII and conducted so as to minimize disruption. Company shall also cooperate with lawful audits by competent supervisory authorities, subject to applicable confidentiality and security obligations.
11.6 Survival. This Section 11 shall survive termination or expiration of the Agreement for so long as Company retains or processes PII.
12. Miscellaneous
12.1 – 12.3 Severability, assignment & entire agreement
If any provision is found unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary and the rest of the Agreement remains in full force. Neither party may transfer or assign the Agreement without the other's prior written consent, except in a merger, consolidation, or sale of all or substantially all of its assets. This Agreement — together with all Order Forms, Statements of Work, the DPA, the Privacy Policy, and any incorporated policies — is the complete and exclusive statement of the parties' understanding and supersedes all prior agreements; waivers and modifications must be in a writing agreed to by both parties.
12.4 Modifications to terms
Company may update these Terms and the Privacy Policy from time to time and shall provide no less than 30 days' prior written notice of any material modifications, by email, through the Services, or by posting the updated version. Continued use following the effective date constitutes acceptance. If Customer does not agree, its sole remedy is to provide written notice of non-acceptance before the effective date, in which case the prior version continues for the remainder of the then-current Term and the modified version applies at the next Renewal Services Term. Modifications do not alter the pricing, scope, or other terms of any then-effective Order Form unless separately agreed in writing.
12.5 – 12.7 Publicity, export compliance & no agency
Company may include Customer's name and logo in its general customer lists, including on its website and in marketing materials; any use beyond a general customer list (such as case studies or press releases) requires Customer's prior written consent, not to be unreasonably withheld. Customer agrees not to export, re-export, or transfer any U.S. technical data in violation of United States export laws. No agency, partnership, joint venture, or employment is created by this Agreement, and Customer has no authority to bind Company.
12.8 – 12.9 Attorneys' fees & notices
In any action to enforce rights under this Agreement, the prevailing party is entitled to recover costs and attorneys' fees. All notices must be in writing and are deemed given on receipt (or as otherwise specified for overnight, mail, or electronic delivery). Notices to Company are sent to TwinKnowledge Incorporated, 575 Lexington Ave., New York, NY 10022, Attention: Legal Department; notices to Customer are sent to the address on the most recent Order Form.
12.10 – 12.11 Anti-corruption & governing law
Each party shall comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act. This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws provisions, and each party consents to the exclusive jurisdiction and venue of the federal and state courts located in New York County, New York.
12.12 Force majeure
Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control — including acts of God, natural disasters, pandemic, war, terrorism, labor disturbances, or failure of third-party hosting or infrastructure. The affected party shall give prompt written notice and use commercially reasonable efforts to mitigate and resume performance. If the event continues more than 60 consecutive days, either party may terminate on written notice, and Company shall refund any prepaid Fees for the period following termination on a pro rata basis.
12.13 Dispute resolution
Before initiating any legal proceeding, the parties shall first attempt to resolve the dispute through good faith negotiation between senior executives with authority to settle, initiated by written notice describing the dispute. If unresolved within 30 days (or a longer agreed period), either party may pursue its rights in the courts specified above. Nothing in this section prevents either party from seeking injunctive or other equitable relief to protect its intellectual property, Proprietary Information, or confidentiality interests, or to prevent irreparable harm.