BETA
Thank you for participating in the Twinwise Beta Program! These terms govern your use of Twinwise Beta Services (“Services” and/or “Product”) and your participation in our Beta Program (defined below) (“Terms”) provided by Twinwise AI, a product of Synaptic Spike Gen AI, LLC (“Twinwise”).
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW, THESE TERMS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST TWINWISE TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.
BY ENTERING INTO THESE TERMS, YOU AND TWINWISE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.
ELIGIBILITY AND PARTICIPATION
Program. This program allows you to build, improve, and interact with your own digital twin through a dedicated platform, including some multi-modal interactions. It also includes participating in our intake process, and improving your twin with data and information about your professional expertise and experience. This program also includes providing us with feedback on your Twin’s performance. (Collectively, “Beta Program”).
Eligibility. You have been specifically invited to participate in this Service, and the offer is for you alone. Do not share your account or the Beta Service with others. To recommend others to the Beta Program, please refer them to here or by going to the Twinwise website.
Feedback. The Beta Program is a unique opportunity to help us shape the Twinwise Service. As part of your participation in the program, you agree to provide feedback. After receiving access to your first twin, you agree to complete a minimum of three (3) projects (a chat that leads to a document, plan, solution, etc.) for the first two (2) weeks. For at least three (3) projects in each week, you agree to provide a five-to-ten (5-10) minute diary video reviewing the actual project interaction and reasoning by following the feedback process we have set up and provided for you. If you choose to continue participating in the Beta Program after the first 2 weeks of usage and feedback, you can continue to use your twin at your own discretion, at least once a week, for the remainder of the Beta program. If you choose to continue, feedback will be required once every 30 days beyond the initial period while beta testing continues.
As Is. You understand and acknowledge that the Beta Services are being provided on an “As Is” or “As Available” basis. The Beta Services may contain bugs, errors, and other problems. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Services outside of the feedback process we have provided.
Beta Service Fees. The Beta Services will be provided free of charge during the beta period. Following the conclusion of the beta, we reserve the right to charge fees for continued access and use.
INTELLECTUAL PROPERTY
Beta Services Ownership. We own all intellectual property rights for the Beta Services and feedback provided as part of the Beta Program and everything related to them, including copyrights, patents, trade secrets, and trademarks.
Beta Services Monitoring. We may monitor how you use the Beta Services, and we may use that information to improve the Beta Services or our other products and services.
MODIFICATION AND TERMINATION
Beta Services Modification. We reserve the right to modify the Beta Services at any time in our sole discretion, with or without notice, and without liability to you. You understand and agree that if you use the Beta Services after the date on which the Beta Terms have changed, we will treat your continued use as acceptance of the updated terms.
Termination. These Beta Terms will apply to Beta Services until the general release (General Availability or "GA") of the Beta Service to the public, or its discontinuation. We may terminate, suspend, deny access to, or limit your use of the Beta Services at any time in our sole discretion, with or without cause, with or without notice, and without liability to you.
DISCLAIMER OF WARRANTIES
YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE BETA SERVICES AND BETA PROGRAM ARE PROVIDED BY US ON AN “AS IS” BASIS AND AS AVAILABLE, AND YOUR ACCESS TO, PARTICIPATION, AND/OR USE OF BETA SERVICES AND BETA PROGRAM IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. WE DO NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES. YOU UNDERSTAND THAT RELIANCE ON ANY OUTPUTS OR RECOMMENDATIONS MADE BY THE SERVICES IS DONE AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE BETA SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY AND INDEMNIFICATION
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, AND/OR INCIDENTAL LOSS, EXEMPLARY OF OTHER DAMAGES RELATED TO THE BETA SERVICES OR BETA PROGRAM WHETHER DIRECT OR INDIRECT, INCLUDING (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM LIABILITY HEREUNDER IS LIMITED TO $100.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to hold harmless and indemnify us, our affiliates and subsidiaries, officers, cofounders, directors, agents, and employees from and against any third party claim arising from or in any way related to (i) your breach of these Beta Terms, (ii) your use of the Beta Services, or (iii) your violation of applicable laws, rules or regulations in connection with the Beta Services.
CONFIDENTIAL INFORMATION & NON DISCLOSURE
You acknowledge and agree that: (i) the Beta Services and Beta Program-related information constitutes Twinwise confidential information and requires you to keep such details strictly confidential, and (ii) the unauthorized release of the Twinwise confidential information disclosed in connection with the Beta Services and Beta Program would damage our competitive and intellectual property interests. You agree that you will not disclose any aspect of the Beta Services and/or Beta Program to any third party.
CONTENT & USE
Generating Content. When you use the Beta Service, you may be asked to input or upload content, such as an audio file, video file, document, image, or text (collectively, “Input”). The Input will be used by the Services and Software to generate an output, such as an image, text, text effects, vector graphic file, audio file, or video file, which will be provided within the Beta Services (“Output”). The generative AI features, Input, and Output must be used in accordance with the Beta Terms, which may be modified from time to time.
Input. You are solely responsible for your Input. You must not submit any Input that: (a) includes trademarks or other materials protected by third-party intellectual property rights, unless you have sufficient rights in such materials; (b) is intended to generate output that is substantially similar to a third party’s copyrighted work or is otherwise protected by third-party intellectual property rights, unless you have sufficient rights in such work; (c) contains personal information unless you comply with all data protection and privacy laws and regulations applicable to the personal information, including providing privacy notices and obtaining consent, where required; (d) violates applicable law; or (e) violates the Beta Terms. We may automatically block your Input, in our sole discretion, if we believe it violates the rights of a third party, applicable law, or the Beta Terms. We may also monitor and use information and data related to your Input as part of the Beta Services, including to improve our services.
Output. You are solely responsible for the creation and use of the Output and for ensuring the Output complies with the Terms; however, we may use available technologies, vendors, or processes to screen for and block Output that may violate applicable law, the rights of a third party, or the Terms, before the Output may be delivered to you. We disclaim all warranties, express or implied, regarding the Output, including any implied warranties that the Output will not violate the rights of a third party or any applicable law. In addition, you must not remove or alter any watermarks or Content Authenticity Initiative metadata (e.g., Content Credentials) that may be generated with the Output, or otherwise attempt to mislead others about the origin of the Output. The Beta Services are intended for your sole use, and your use of Output for any purpose outside of the Beta Service or Beta Program, including in your own professional career, is solely at your own risk.
Suitability of Output. Use of generative AI features may produce Output that is unexpected or unsuitable for some users. The Output may not be unique, and other users of generative AI features may generate the same or similar Output. The Output may not be protectable by intellectual property rights.
No AI/ML Training. You must not, and must not allow third parties to, use any content, data, output or other information received or derived from any generative AI features, including any Outputs, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence systems, including any architectures, models, or weights.
Prohibited Acts. In addition, and without limitation, you may not (directly or indirectly) use the Beta Service with content, or in a manner that:
is threatening, abusive, harassing, stalking, or defamatory;
is deceptive, false, misleading, or fraudulent;
is invasive of another's privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
contains vulgar, obscene, indecent, or unlawful material;
infringes a third party's intellectual property right(s);
publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer;
downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
restricts or inhibits any other user of the Beta Service from using and enjoying our website and/or the Beta Service;
harvests or otherwise collects information about others, including e-mail addresses, without their consent;
is legally actionable between private parties;
is not a good faith use of the service
is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. § 7701 et seq.), the U.S Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), the Do-Not-Call Implementation Act of 2003 (15 U.S.C. § 6152 et seq.; originally codified at § 6101 note), the General Data Protection Regulation (2016/679), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market ('Directive on Electronic Commerce'), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector ('Directive on Privacy and Electronic Communications'), regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), Canada’s Anti-Spam Legislation (CASL) (S.C. 2010, c. 23), Japan’s Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of April 17, 2002) and any regulations having the force of law or laws in force in your or your email recipient's country of residence;
encourages, promotes, facilitates, or instructs others to engage in illegal activity;
promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law.
Non-Discrimination. Organizations or individuals who promote, encourage, or facilitate hate speech, violence, or discrimination, either through their own content or through distribution of user-generated content, are prohibited from using the Beta Service, regardless of whether the Beta Service is used specifically for the prohibited activities. Violation of these standards may result in termination of your use of the Twinwise Service.
Prohibited Use. You will use the Beta Service for your internal business purposes and will not:
willfully tamper with the security of the Beta Service or tamper with our customer accounts;
access data on the Beta Service not intended for you;
log into a server or account on the Twinwise Service that you are not authorized to access;
attempt to probe, scan, or test the vulnerability of any Beta Service or to breach the security or authentication measures without proper authorization;
willfully render any part of the Beta Service unusable;
lease, distribute, license, sell, or otherwise commercially exploit the Beta Service or make the Beta Service available to a third party other than as contemplated in your subscription to the Beta Service;
use the Beta Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or
provide to third parties any evaluation version of the Beta Service without our prior written consent.
GENERAL
Conflict. In the event of a conflict between other provisions and the Beta Terms, these Beta Terms will take precedence as it relates to your use of the Beta Services.
Notices. Any notices or other communications provided by Twinwise under these Terms, including those regarding modifications to these Beta Terms, will be given by Twinwise through the Beta Services, on our website, and/or by email to the email address associated with your account.
Severability. The invalidity or unenforceability of any provision of these Beta Terms will not affect the validity or enforceability of any other provision of these Terms and it is the intent and agreement of the parties that these Beta Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.
Assignment. These Beta Terms (and your access to any of the Beta Services and Beta Program) are not assignable or transferable by you without our prior written consent. Any purported assignment in violation of this section is null and void.
Service Providers. For the avoidance of doubt, we may engage third-party service providers to support its performance of these Beta Terms.
No Partnership. No agency, partnership, joint venture, or employment is created as a result of these Beta Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever.
Governing Law. These Beta Terms and all claims arising out of or relating to the Beta Terms will be governed by the laws of the State of California without regard to its conflict of laws provisions, except that the Federal Arbitration Act governs provisions relating to arbitration. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
Dispute Resolution
You and Twinwise both agree to resolve disputes arising out of or relating to these Beta Terms, your use or contemplated use of the Beta Services and Beta Program, or any aspect of your relationship or transactions with Twinwise (each, a “Claim”) in binding arbitration instead of court, except that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights. For purposes of this Section, a Claim includes disputes arising before the effective date of these Beta Terms. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether these Terms are applicable, unconscionable, or enforceable, as well as any defense to arbitration.
What is arbitration? Arbitration does not involve a judge or jury. Instead, a neutral person (the “arbitrator”) hears each party’s side of the dispute and makes a decision that is finally binding on both parties. The arbitrator can award the same relief as a court could, including monetary damages. While court review of an arbitration award is limited, if a party fails to comply with the arbitrator’s decision, then the other party can have the arbitration decision enforced by a court.
Can a Claim be part of a class action or similar proceeding? NO. YOU AGREE TO RESOLVE YOUR CLAIMS WITH TWINWISE SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION. TWINWISE AGREES TO DO THE SAME, WHETHER OR NOT YOU OPT OUT OF ARBITRATION. ACCORDINGLY, UNLESS YOU OPT OUT OF ARBITRATION, YOU AND TWINWISE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR MEMBER IN ANY CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION.
How do I start an arbitration proceeding? We want to address Claims without arbitrating, if possible. Before initiating arbitration, you and Twinwise agree to first notify one another of a Claim in writing at least 60 days before a demand can be filed in arbitration. If you have a Claim against Twinwise, you agree to send an individualized letter containing: (a) your name, mailing address, and email address; (b) the name, mailing address, and email address of your counsel, if any; (c) a description of the Claim; and (d) your signature (“Pre-Arbitration Letter”) to info@twinwise.io , Synaptic Spike GenAI, LLC, ℅ TwinWise Legal Team, 2108 N ST STE N, Sacramento, CA 95816, USA. If Twinwise requests arbitration against you, then Twinwise will give you notice at the email address or street address you provided. A Pre-Arbitration Letter sent on behalf of multiple individuals is invalid as to all. If the Claim is not resolved within 60 days from either your or Twinwise’s receipt of the Pre-Arbitration Letter, a formal arbitration can be brought.
What rules apply in the arbitration? The arbitration will be conducted by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. Fees and costs will be allocated in accordance with the applicable NAM rules, unless the arbitrator finds a Claim frivolous, in which case the party bringing the Claim is responsible for reimbursing the other party for its administrative, hearing, and/or other fees incurred as a result of the frivolous Claim. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider.
Location. The arbitration may be conducted in writing, remotely (e.g., by videoconference), in San Francisco, California, United States, or at some other location that you and Twinwise both agree to.
INSTRUCTIONS FOR OPTING-OUT OF ARBITRATION. If you don’t want to agree to arbitrate your Claims as explained above, then you can opt-out of this arbitration agreement by notifying Twinwise of your decision in writing at info@twinwise.io, and Synaptic Spike GenAI, LLC, ℅ TwinWise Legal Team, 2108 N ST STE N, Sacramento, CA 95816, USA. Your notice must include your name, mailing address, email address, and an unequivocal statement that you are opting out of this arbitration agreement. An opt-out notice that purports to opt out multiple parties will be invalid as to all such parties. No individual (or their agent or representative) may effectuate an opt-out on behalf of another party. You must opt-out within 30 days of the date you first agree to these Terms or any updated Terms.
DISPUTE RESOLUTION IN THE ABSENCE OF ARBITRATION. The sole jurisdiction and venue for any Claims that are not handled by arbitration will be the state and U.S. federal courts located in San Francisco, California, and both parties consent to the jurisdiction of such courts.
. DEFINITIONS.
“Confidential Information” means all confidential information disclosed by a party and its Affiliates ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present, or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does 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) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Confidential Information does 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) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
“Personal Data” means any information relating to an identified or identifiable individual where such information is protected similarly as personal data, personal information, or personally identifiable information under Data Protection Laws.