Terms of Service

TERMS OF SERVICE

Last Updated: March 30th, 2024

The following Terms of Service (“Terms”) governs the access and use by you, including Creators and Users (each as defined below), of the Site and Services (as such terms are defined below) provided by Twin Tone Inc., a Delaware corporation (“Twin Tone”, “us”, “our”, “we”). This is a legal agreement between you and incorporates by reference the Privacy Policy located at www.Twintone.ai/privacy-policy (the “Privacy Policy”, and collectively with these Terms, the “Agreement”); provided, however, that to the extent that there are any conflicts between any of the terms or conditions of these Terms and any of the terms or conditions of the Privacy Policy (provided that the inclusion of additional terms in the Privacy Policy that are not included in these Terms shall not be deemed to constitute a conflict, and such additional terms shall apply to your access and use of the Site and the Services), the applicable terms and provisions of these Terms shall control.

1. Consent and Use of the Site and Services

By registering to use, using, ordering, subscribing, logging into, or browing the website at www.Twintone.ai, related subdomains, and the related Twin Tone mobile applications (collectively the “Site”) and related Services (defined below), you agree to the terms and conditions of the Agreement, governing your access to and use of the Services, including but not limited to limitations of liability, indemnification, and your agreement to arbitrate disputes relating to the Site and/or the Services.

If you are entering into these Terms on behalf of a Creator that is a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case the terms “you” or “your” shall refer to such entity. These Terms are effective as of the date you accept these Terms by accessing the Services (“Effective Date”).

IF YOU DO NOT HAVE SUCH AUTHORITY TO ACCEPT THE AGREEMENT, OR IF YOU DO NOT AGREE WITH THE AGREEMENT, YOU (AND THE ENTITY ON WHOSE BEHALF YOU ARE SEEKING TO ENTER INTO THE AGREEMENT) MAY NOT USE THE SITE OR SERVICES.

2. DEFINITIONS

• “confidential information” means any information, technical data, or know-how considered proprietary or confidential by either party to these Terms including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of these Terms, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.

• “Content” means Creator Content and User Content.

• “Creator” shall refer to the purchaser of the Services provided by Twin Tone that is entering into the Agreement, and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on behalf of Creator.

• “Creator Content” means any information, text, images, or logos that Creator uploads, displays, posts, publishes, or otherwise makes available on or submits through the Service (collectively, “submit”), including, without limitation, contact information, preferences, transactional information, tax data, and other content provided by Creator to Twin Tone in connection with the Services, information about Creator’s use of the Services. Creator Content excludes Account Information. Creator Content also includes Creator’s voice, likeness, name, image or anything else that identifies the Creator anywhere in the world.

• “Security Emergency” means a violation by Creator of these Terms that (i) could disrupt (x) Twin Tone’s provision of the Services; (y) the business of other subscribers to the Services; or (z) the network or servers used to provide the Services; or (ii) provides unauthorized third-party access to the Services.

• “Services” means the software, applications, platform, and/or services provided by Twin Tone.

• “Statistical Data” means aggregated and anonymized statistical, transactional, usage and performance information based on and/or related to your use of the Services, which does not contain any personally identifying information and is compiled using a sample size large enough to ensure the underlying data cannot be attributed to you.

• “Twin Tone AIA” means the artificial intelligence avatar of Creator developed by the Services which engages Creator’s contacts and Users through voice-to-text, text-to-voice, text-to-text, and video-to-video interactions.

• “User” refers to any individual or entity that interacts with, engages, or utilizes Twin Tone AIA of the Creator on any of the social or communication apps where Twin Tone is deployed. This includes, but is not limited to, individuals who initiate in voice-to-text, text-to-voice, text-to-text, and video-to-video interactions, access content, or engage in any form of communication or transaction facilitated by the Twin Tone AIA.

• “User Content” means any information, text, images, or logos that User uploads, displays, posts, publishes, or otherwise makes available on or submits through the Service (collectively, “submit”), including, without limitation, contact information, preferences, transactional information, tax data, and other content provided by User to Twin Tone in connection with the Services.

3. LIMITED LICENSE & USE OF THE SITE AND THE SERVICES

A. Twin Tone hereby grants to you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Site, solely for such your own internal, non-commercial purposes, subject to the terms and conditions of these Terms. All rights not expressly granted to you are reserved by Twin Tone and its licensors.

B. Twin Tone hereby grants to Creator and Users a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Services, subject to the terms and conditions of these Terms. All rights not expressly granted to Creator and Users are reserved by Twin Tone and its licensors. In addition, Creator shall not:

• use, license, sublicense, sell, resell, transfer, assign, distribute, share, or otherwise commercially exploit or make available to any third-party (other than to Creator’s Users) the Site or the Services in any way;

• modify or make derivative works based upon the Site or the Services;

• embed the Site as a frame from within another website or application;

• access the Site or the Services for purposes of monitoring its availability, performance, functionality, or for any other benchmarking;

• reverse engineer or access the Site or the Services in order to (i) build a competitive product or service, (ii) build a product using ideas, features, functions, or graphics that are similar to those related to the Site or the Services, or (iii) copy any ideas, features, functions or graphics of the Site or the Services;

• send to or store on the Site or the Services any material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

• interfere with or disrupt the integrity, security or performance of the Site or the Services, or any data contained therein, or Twin Tone’s servers or networks, including, without limitation, by means of submitting a virus to the Site or the Services, overloading, “flooding,” “spamming,” “mail bombing” or “crashing” or “DDoS” attacks;

• attempt to gain unauthorized access to the Site or the Services or any of their related systems or networks;

• take any action that imposes an unreasonably or disproportionately large load on Twin Tone’s infrastructure;

• use the Site or the Services for any unlawful purpose;

• use the Site or the Services to violate the terms and condition, rules, or acceptable use policy, or other requirements of a social media or communication application on which a Twin Tone AIA is deployed

• violate any local, provincial, state, federal or international rules, regulations, laws or ordinances using the Site or the Services;

• provide any information to Twin Tone that is false or misleading, that attempts to conceal your identity or that Creator does not have the right to disclose; or

• solicit others to perform or participate in any of the foregoing actions.

1. Twin Tone shall be entitled to adjust the scope of the Site, the Services and the underlying technical infrastructure to reflect the continuing development of the Site, the Services and technical advances.

4. CONTENT YOU SUBMIT

A. Twin Tone may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your Content and Twin Tone may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of Content without notice or any liability to you or any third-party in connection with our operation of Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is incomplete, inaccurate, out-of-date or otherwise objectionable or inappropriate, or to enforce the rights of third-parties or these Terms. Such Content submitted by you or others need not be maintained on the Service by us for any period of time, and you will not have the guaranteed right, once submitted, to access, archive, maintain, or otherwise use such Content on the Service.

B. Each time you submit any Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are an authorized officer, employee or agent of any company, corporation, partnership, limited liability company, or other business entity who owns and/or controls any Content or any elements thereto you submit, and that, as to that Content: (i) you and/or such entity are the sole author and owner of the intellectual property and other rights to the Content, or you have a lawful right to submit the Content and grant Twin Tone the rights to it that you are granting by these Terms, all without any Twin Tone obligation to obtain consent of any third-party and without creating any obligation or liability of Twin Tone; (ii) the Creator Content is accurate; (iii) the Content does not and, as to Twin Tone’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third-party (iv) the submission of the Content does not violate any agreement with any third-party; and (v) the Content will not violate these Terms, or cause injury or harm to any person.

5. ACCESS TO THE SERVICES

Creator is only permitted to access and use the Services once Creator registers as a Creator on the Site, under a Creator account. Each Creator is required to provide Creator’s full legal name, a valid email address, and any other information reasonably requested by Twin Tone.

Each Creator will choose or be provided with a unique identifier to access and use the Services (“Username”). Each Username shall only be used by the applicable Creator, and shall not be shared with, or used by any other person, including other Users.

All access to and use of the Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services is strictly prohibited.

We reserve the right to deny registration of any account or Username at our discretion.

6. RESPONSIBILITIES

You responsible for all of your activity on the Site and the Services and for all activity occurring under your account and you shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Site and the Services, including those related to data privacy, international communications and the transmission of technical or personal data.

You are solely responsible for all Content provided to the Site and the Services in connection with your use of the Site and Services. Twin Tone does not own any Content provided hereunder; provided that you hereby grant to Twin Tone a worldwide, royalty-free, non-exclusive, sublicensable right to use, reproduce, create derivative works of, distribute, perform, transmit and publish all Content for the purpose of providing the Site and the Services.

7. TWIN TONE AIA CREATION RESPONSIBILITIES

A. Content Gathering. Creator agrees to provide Twin Tone with all necessary Creator Content to create their own unique Twin Tone AIA. This includes, but is not limited to, social media accounts (including API or token access, as applicable), audio files, video clips, and images subject to the Creator’s discretion.

B. Twin Tone AIA Creation. Twin Tone agrees to use the content to develop a Twin Tone AIA version of the Creator personality and tonality of voice which will be distributed through voice, text and video channels of the social media and communication platforms on which the Services can be deployed. Twin Tone will exercise all commercially reasonable efforts to ensure that, in the opinion of Twin Tone acting reasonably and by reference to the agreed project documentation and persona brief, the AI accurately represents the Creator desired persona.

C. Quality Assurance and Testing: Twin Tone agrees to conduct testing of Twin Tone. This includes integration testing to ensure seamless functionality and user experience. Creator agrees to be involved in the testing process and to approve their Twin Tone AIA in writing once testing is complete (“Final Sign Off”). Any necessary adjustments will be made based on the feedback received by Twin Tone from the Creator. The Creator shall provide a Final Sign Off for the Creator’s Twin Tone AIA as a condition precedent to launch. If the Creator does not provide a Final Sign by the 7 days, Twin Tone will deem the Twin Tone AIA approved and commence to launch.

D. Pre-Launch Planning: Twin Tone will work with the Creator to develop a detailed Implementation Plan. This plan will outline key dates, milestones, and the marketing campaign strategy for the launch of the Creator’s Twin Tone.

E. Launch: Twin Tone will, following the final sign off, be launched by Twin Tone to the public. The launch will be accompanied by a coordinated marketing campaign as agreed.

F. Reporting: Twin Tone will provide periodic reporting to the Creator on user interactions, engagement duration and revenue metrics.

8. ACCOUNT INFORMATION, PASSWORD AND SECURITY

In the course of your use of the Site or the Services, we may ask you for certain information, including your name, email address, phone number, mailing address, billing address, credit card information, and tax reporting information (collectively, “Account Information”); provided that we may ask for only some of this information unless you are the Creator. Your Account Information must be up-to-date and accurate at all times. Should any such Account Information change, you must update it in your user profile. You agree that you are solely responsible for the accuracy and content of your Account Information. You are further responsible for maintaining the confidentiality of Username and password and also for all activities that take place under Username and/or account.

Consistent with and without limiting the scope of provisions limiting liability elsewhere in these Terms, in no event will Twin Tone be liable for any indirect or consequential loss or damage of any kind whatsoever resulting from the disclosure of your Username and/or password or your failure to comply with this section.

You shall notify Twin Tone immediately of any unauthorized use of any password or account used for access to the Site or the Services, or any other known or suspected breach of security related to the Site or the Services.

9. USER FEES

A. Users shall pay to interact with a Creator’s Twin Tone AIA by purchasing blocks of time in the amount of time and for the fees as specifically provided in the Services.

B. All fees are exclusive of all federal, state, provincial, municipal, or other taxes which User agrees to pay based on where the Users is located. In the event of updated tax rates, Twin Tone will apply the new tax rate to future purchases without notice to User.

C. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for unused time with a Creator’s Twin Tone AIA, including, but not limited to, instances involving the removal of a Creator and/or User from the Services. Twin Tone may, in its sole discretion, permit User to transfer unused time with a Creator that has left the Services to another Creator of its choosing.

D. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Creator, or in the form of an announcement on the Services.

10. CREATOR PAYMENT, REFUNDS, AND SUBSCRIPTION CHANGES

A. Twin Tone currently does not charge an access or recurring fee for Creator’s use of the Services, instead, for every paid interaction facilitated by Twin Tone and Creator’s Twin Tone AIA, a fee of will be charged to the User interacting with Creator’s Twin Tone AIA, a portion of which shall be paid to Twin Tone (Our portion, the “Revenue Share”). Each purchase is made in blocks of minutes. This is calculated by monitoring the User’s payments within the Services, including through connections to Creator’s social media and communication platforms.

B. As of the date of these Terms, in lieu of payment for access to the Services, Creator acknowledges and agrees that revenue derived through use of the Services and its Twin Tone AIA, will be split as follows: seventy per cent (70%) allocated and paid to the Creator, and thirty per cent (30%) will be allocated, paid to, and retained by Twin Tone.

C. All revenue (prior to the deduction of taxes, and third-party platform fees, etc.), that is generated from Creator interactions with Users on the social and communication platforms Twin Tone is deployed on will be distributed between the parties as provided during the creation of Creator’s account .

D. Revenue, for the purpose of this agreement, is defined as all income generated from a User’s interaction with a Creator deploying Twin Tone AIA.

E. The Creator can turn Twin Tone AIA on and off for user engagement, but any such actions that might intentionally bypass revenue sharing will be considered a breach of these Terms. Creator accepts and agrees that any effort to bypass the Revenue Share shall result in liquidated damages equal to three (3) times the Revenue Share for the three (3) month period preceding the discovery of such violation. Creator agrees that such amount may be withheld from any amounts owed to Creator by Twin Tone.

F. Only direct monetary transactions facilitated through the Services will be considered as revenue. Gifts or donations outside the platform are excluded. If a gift can be monetarily quantified within the platform (e.g., virtual gifts with a clear value), it will be included in the revenue calculations.

G. Based on the monthly report, Twin Tone will generate and send a report to the Creator/ Including a breakdown of the total revenue, the Creator’s share, and Twin Tone’s Revenue Share, along with any applicable taxes or deductions.

H. Payments from Users will be deposited directly into a Twin Tone account. The funds will be released to the respective parties less deductions i.e.: taxes, withholding, Revenue Share and any other fees that reduce revenue. Deductions don’t include any hard costs borne by Twin Tone or the Creator.

I. All fees are exclusive of all federal, state, provincial, municipal, or other taxes which Creator agrees to pay based on where the Creator or its Users are located. In the event of updated tax rates, Twin Tone will apply the new tax rate without notice to Creator.

J. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of Creator and its Users.

K. All prices and the Revenue Share are subject to change upon notice. Such notice may be provided by an e-mail message to the Creator, or in the form of an announcement on the Services.

11. OTHER FEES

A. In addition to any fees Creator pays to access and use the Site and the Services, when making payments for the Services, industry-standard transaction fees may apply and will be added to your fees.

B. The Creator will at all times be solely responsible for setting prices for their services and offering additional services or upsells to Users at prices they determine, provided always that the Creator’s actions are in compliance with these Terms.

C. Any revenue generated from upsells or additional offerings is included in the calculation of revenue and the Revenue Share.

12. CANCELLATION AND TERMINATION

Creator may cancel Creator’s subscription at any time upon providing seven (7) days advance written notice by accessing the Services and visiting www.Twintone.ai/cancellation. For security reasons, such cancellations shall only be performed using the account cancellation URL within the Services. Creator may be directed, within the Services, to call support to complete the cancellation. Unless and except to the extent we otherwise agree in writing, cancellations shall not be accepted by any other means.

Twin Tone in its sole discretion has the right to suspend or discontinue providing the Services to any Creator without notice for actions that are (a) in violation of these Terms and (b) create a Security Emergency.

If (i) Creator uses the Site or Services to violate these Terms in any way that does not create a Security Emergency; (ii) Twin Tone provides Creator with commercially reasonable notice of this violation; (iii) Twin Tone uses commercially reasonable efforts to discuss and resolve the violation with Creator; and (iv) despite the foregoing, the violation is not resolved to Twin Tone’s reasonable satisfaction within ten (10) days of such notice, then Twin Tone reserves the right to suspend or cancel Creator’s (or the applicable Creator’s) right to access and use the Services.

13. REPRESENTATIONS & WARRANTIES

You and each of Creator’s agents, employees, or contractors acting on behalf of Creator in entering into these Terms, individually represents and warrants that they have the legal power and authority to enter into these Terms and that they (a) are an individual who is at least 18 years of age; (b) have not falsely identified themselves, nor provided any false information to gain access to the Site or the Services; (c) will provide current, complete and accurate payment and Account Information in connection with your use of the Site and the Services; and (d) will promptly update Account Information and other Creator information, including but not limited to Creator’s email address and deposit information, so that Twin Tone may facilitate Creator’s requested transactions and contact Creator as needed.

14. INTELLECTUAL PROPERTY

A. Your Property. By using the Services, submitting any Content through the Services, or providing any Content to Twin Tone, you hereby grants Twin Tone a perpetual worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to process, store, modify, combine, reproduce, distribute, display, publicly perform, publicly display, host, communicate, and prepare derivative works of the Content in connection with the Site and Services. You represent and warrant that you have all rights to grant such licenses to Twin Tone without infringement or violation of moral rights or any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property rights.

B. Account Information. Creator represents and warrants that it has complied with all laws (including, as appropriate, with respect to providing any necessary notices and obtaining any necessary consents) to permit Twin Tone to use the Account Information and any technical information about its use of the Services for the limited purposes of tailoring the user experience of the Services to the Creator, facilitating Creator’s use of the Services, and communicating with Creator. Further, Creator represents and warrants that it has taken necessary steps, in compliance with applicable laws, to ensure that Twin Tone may use such information to identify and understand trends in the various interactions with Twin Tone’s Services and to conduct internal business analysis based on meta-data about usage, feature adoption and forecasting, on an anonymized, aggregated basis.

C. Twin Tone’s Property. You acknowledge and agrees that all rights, title and interest in and to the Site and the Services are the exclusive property of Twin Tone or its affiliates, licensors or suppliers. Unless stated otherwise, Twin Tone and its licensors retain all intellectual property rights in and to the Site and the Services, including, without limitation, all logos, graphics, software, algorithms, functionality and content (other than Content) included in or comprising the Site and the Services. All rights not expressly granted herein are reserved by Twin Tone.

D. Statistical Data. Notwithstanding anything to the contrary in this Agreement, and consistent with the activities described in the Privacy Policy, Twin Tone may monitor, compile, analyze, and use Statistical Data. You agree that Twin Tone may make such Statistical Data publicly available. Twin Tone and/or its licensors own all right, title and interest in and to the Statistical Data and all related software, technology, documentation, and content provided in connection with, or developed using, the Statistical Data, including all intellectual property rights in the foregoing.

E. Feedback. You may provide feedback, suggestions, and comments to Twin Tone regarding the Site and Services (“Feedback”). Your hereby grants to Twin Tone a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, process, store, edit, modify, aggregate, combine, reproduce, distribute, display, perform, prepare derivative works, and otherwise fully exploit such Feedback in any medium or format, whether now known or later developed.

F. Publicity. Unless otherwise agreed by the parties in writing, Creator hereby agrees that Twin Tone may reference Creator in marketing and public relations materials, including a press release announcing Creator as a customer. Creator hereby grants Twin Tone a nonexclusive, worldwide license to use and display Creator’s trademarks, trade names and logos in connection with the foregoing.

15. CONFIDENTIALITY

Each party agrees to treat all Content marked as confidential information as confidential and not to use or disclose such confidential information except as necessary to perform its obligations under, and in accordance with the terms and provisions of, these Terms. Content posted on public facing areas of the Services, such as reviews, shall not be considered “confidential information” for the purposes of the Agreement.

Twin Tone and any third-party vendors and hosting partners it utilizes to provide the Services shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under these Terms; (b) in compliance with our Privacy Policy; or (c) as otherwise authorized by you in writing.

Notwithstanding the foregoing, Twin Tone shall have no responsibility to monitor the use of Content or privacy policies of the social media or communication platforms on which the Services are deployed.

16. AVAILABILITY; SUPPORT

Twin Tone represents and warrants that it will provide the Site and perform the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Twin Tone will use commercially reasonable efforts to cause the Site and the Services to be available twenty-four (24) hours per day, seven (7) days a week, three hundred and sixty-five (365) days per year, outside of scheduled downtime for maintenance and upgrades and extraordinary circumstances or causes beyond our control (such as fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor difficulties, generalized internet interruptions (through denial of service, worms, telecommunications problems or the like)) but does not guarantee, represent or warrant such availability. Twin Tone, from time to time, may make enhancements or upgrades to the Site and/or Services which result in the Site and/or Services being unavailable, which Twin Tone shall take reasonable steps to schedule so as to minimize the unavailability of the Site and/or Services and user inconvenience.

THE SITE AND THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TWIN TONE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

17. INTEGRATIONS, THIRD-PARTY LINKS

The Services may link to or otherwise allow you to access or use or integrate with third-party providers of products and services (“Third-Party Services”). Such Third-Party Services are not “Services” under these Terms and are not subject to any terms related to the Site or the Services, including related warranties, indemnities, service commitments or other obligations. The availability of any Third-Party Services through the Services does not imply Twin Tone’s endorsement of or affiliation with the provider. Access to and use of any Third-Party Services are subject to the separate terms and conditions required by the providers of the Third-Party Services. Twin Tone does not control the Third-Party Services and will have no liability to you in connection with any Third-Party Service. Twin Tone has no obligation to monitor or maintain any Third-Party Service and may replace, disable, or restrict access to any Third-Party Service or cancel related integrations at any time, without notice. The calculation of downtime of the Site and the Services, if any, does not include the unavailability of any integration to a Third-Party Service.

If a Third-Party Service is enabled for your account, please be mindful that Account Information or Content will be shared with the third-party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Account Information or Content that is transmitted to, or accessed by, a Third-Party Service.

BY USING OR ENABLING ANY THIRD-PARTY SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD-PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD-PARTY AGREEMENT AND TWIN TONE DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD-PARTY SERVICE.

18. DISCLAIMER OF WARRANTIES

TWIN TONE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, THE SERVICES OR ANY CONTENT. TWIN TONE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SITE OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR THE SERVICES WILL MEET YOUR OR USER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVERS THAT MAKE THE SITE AND THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SITE, THE SERVICES, AND ALL CONTENT THEREON, INCLUDING WITHOUT LIMITATION, OUR CONTENT AND YOU CONTENT, AS APPLICABLE, IS PROVIDED TO YOU AND USER STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TWIN TONE AND ITS LICENSORS. TWIN TONE MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY TRANSACTIONS SOUGHT TO BE EFFECTED THROUGH YOUR OR USER’S USE OF THE SITE OR THE SERVICES.

19. LIMITATION OF LIABILITY

Except in the case of a violation by Twin Tone of its obligations under the section entitled Confidentiality, and except as provided in the section entitled “Indemnification by Twin Tone”, Twin Tone shall not be liable for and you waive the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Site and Services provided to you by Twin Tone.

IN NO EVENT SHALL TWIN TONE’S AGGREGATE LIABILITY PURSUANT TO THESE TERMS EXCEED THE FEES ACTUALLY PAID BY YOU TO TWIN TONE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. IF YOU OR USER IS USING A FREE, TRIAL, OR OTHER UNPAID VERSION OF THE SERVICES, TWIN TONE’S MAXIMUM AGGREGATE LIABILITY SHALL BE $500.00. EXCEPT IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE UNDER THESE TERMS TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SITE OR THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You will solely be responsible for any damage and/or loss of your Content contained in your technology which occurs as a result of your electronic equipment and/or your computer system.

20. ADDITIONAL RIGHTS

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

21. INDEMNIFICATION BY TWIN TONE

Twin Tone shall defend, indemnify, and hold you harmless against any loss, damage, or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings made or brought against you by a third-party alleging that the Services, or use of the Services as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of these Terms, or a trademark of a third-party or involves the misappropriation of any trade secret of a third-party (each, a “Third-Party Claim”); provided, however, that you:

A. promptly give written notice of the Third-Party Claim to Twin Tone, and in no event later than five (5) days after learning of the Third-Party Claim (provided, however, that the failure to so notify shall not relieve Twin Tone of its indemnification obligations unless Twin Tone can show that it was materially prejudiced by such delay and then only to the extent of such prejudice);

B. give Twin Tone sole control of the defense and settlement of the Third-Party Claim (provided that Twin Tone may not settle any Third-Party Claim unless it unconditionally releases you of all liability); and

C. provide to Twin Tone, at Twin Tone’s cost, all reasonable assistance requested by Twin Tone.

Twin Tone shall not be required to indemnify you or any of its Users in the event of: (i) modification of the Services by you in conflict with your obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (ii) use of the Services in combination with any other product or service not provided by Twin Tone to the extent that the infringement or misappropriation would not have occurred but for such use; or (iii) use of the Services in a manner not otherwise contemplated by these Terms to the extent that the infringement or misappropriation would not have occurred but for such use.

22. RELEASE AND INDEMNIFICATION

In the event you have a dispute with one or more subscribers to the Services, Users (including those Creator authorizes) of the Site or the Services (including, but not limited to, any dispute regarding any transaction, or user generated content or) or any third-party website or service that may be linked to or otherwise interact with the Site or the Services, including, without limitation, any social media website, application, or service, you hereby agrees to release and forever discharges Twin Tone and its agents, directors, shareholders, members, partners, managers, officers, employees, information providers, suppliers, distributors, vendors, attorneys and affiliates (collectively, the “released parties”) from any and all rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with such dispute and/or your use of the Site and the Services, to the fullest extent permitted by law.

You further agrees to indemnify, defend and hold harmless, to the fullest extent permitted by law, the released parties from and against all claims, demands, liabilities, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from, arising out of or in connection with your use, unlawful use or other misuse, or inability to use the Site or the Services, your breach of these Terms, or otherwise relating to the business we conduct on the Site or the Services (including, without limitation, any potential or actual communication, transaction or dispute between you and any other third-party), any Content or confidential information posted by you or on your behalf to the Site or Services, any use of any service provided by a third-party provider, or any use of a service offered by us that interacts with a third-party website or application, including any social media site or other communications platform (each, an “Indemnifiable Claim”). You shall cooperate as fully as reasonably required in the defense of any Indemnifiable Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any Indemnifiable Claim, and you shall not settle any Indemnifiable Claim without our written consent. This section survives termination of these Terms.

23. DISPUTE RESOLUTION

Certain portions of this Section 22 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Twin Tone agree that we intend that this Section 22 satisfies the “writing” requirement of the Federal Arbitration Act. This Section 22 can only be amended by mutual agreement. Where arbitration is not permitted by the mandatory laws in your country of residence, or where the parties have not otherwise agreed to arbitration in accordance with applicable laws, the provisions of Section 23 shall apply to all relevant disputes between you and us.

A. First – Try To Resolve Disputes and Excluded Disputes. To the fullest extent permitted by applicable law, if any controversy, allegation, or claim arises out of or relates to the Site, the Content, your Content, these Terms whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Twin Tone’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 22(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 22(A). Your notice to us must be sent to: Twin Tone Inc., info@twintone.ai Attention: Customer Service. For a period of sixty (60) days from the date of receipt of notice from the other party, Twin Tone and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Twin Tone to resolve the Dispute or Excluded Dispute on terms with respect to which you and Twin Tone, in each of our sole discretion, are not comfortable.

B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 22(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND TWIN TONE (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT, SERVICE OR ADVERTISING CONNECTED TO THE PROVISION OR USE OF THE SITE. The Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Twin Tone and you regarding these Terms and the Site. Twin Tone and you agree, however, that Maine or federal law shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Twin Tone regarding these Terms and the Site, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to Maine’s choice of law principles. A Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Twin Tone consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Twin Tone to pay a greater portion or all of such fees and costs in order for this Section 22 to be enforceable, then Twin Tone will have the right to elect to pay the fees and costs and proceed to arbitration.

C. Limited Time To File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 22(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

D. Injunctive Relief. To the fullest extent permitted by applicable law, the foregoing provisions of this Section 22 will not apply to any legal action taken by Twin Tone to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, and/or Twin Tone’s intellectual property rights (including such Twin Tone may claim that may be in dispute), Twin Tone’s operations, and/or Twin Tone’s products or services.

E. Small Claims Matters Are Excluded From Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 22(G).

F. No Class Action Matters. To the fullest extent permitted by applicable law, disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 22(B) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 22(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 22(G).

G. Federal and State Courts in Bridgton, Maine. Except to the extent that arbitration is required in Section 22(B), and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Bridgton, Maine. Accordingly, you and Twin Tone consent to the exclusive personal jurisdiction and venue of such courts for such matters.

24. OTHER DISPUTE RESOLUTION WHERE ARBITRATION IS NOT AVAILABLE

This Section 23 applies to all users of the Site, if, and only to the extent that, the mandatory laws in your country of residence do not permit arbitration of Disputes in accordance with Section 22 or the parties have not otherwise agreed to arbitration if required by applicable law.

A. Section 23 Disputes. To the fullest extent permitted by applicable law, if any controversy, allegation, or claim (including any non-contractual claim) arises out of or relates to the Site, the Content, these Terms, whether heretofore or hereafter arising or to any of Twin Tone’s actual or alleged intellectual property rights (collectively, a “Section 23 Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Section 23 Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 23.A. Your notice to us must be sent to: Twin Tone Inc., info@twintone.ai Attention: Customer Service. Subject to applicable law, for a period of sixty (60) days from the date of receipt of notice from the other party, Twin Tone and you will engage in a dialogue in order to attempt to resolve the Section 23 Dispute, though nothing will require either you or Twin Tone to resolve the Section 23 Dispute on terms with respect to which you and Twin Tone, in each of our sole discretion, are not comfortable.

B. Jurisdiction. The parties agree that the state or federal courts in Cumberland County, Maine shall have non-exclusive jurisdiction of any Section 23 Dispute, unless otherwise required by applicable laws of your jurisdiction of residence.

C. Governing Law. To the maximum extent permitted by the mandatory laws in your country of residence, these Terms and any Section 23 Dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), will be governed by, and construed in accordance with, the laws of the State of Maine, without regard to its conflicts of law provisions.

D. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A SECTION 7 DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 7.A) WITHIN ONE (1) YEAR AFTER DISCOVERY OF THE SECTION 7 DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

E. Injunctive Relief. The foregoing provisions of this Section 23 will not apply to any legal action taken by Twin Tone to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, and/or Twin Tone’s intellectual property rights (including such Twin Tone may claim that may be in dispute), Twin Tone’s operations, and/or Twin Tone’s products or services.

25. MISCELLANEOUS

A. Entire Agreement. The Agreement constitutes the entire agreement between you and Twin Tone and governs your use of the Site and Services, superseding any prior agreements between you and Twin Tone (including, but not limited to, any prior versions of these Terms).

B. Headings. Headings in these Terms are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the applicable section to which such heading applies.

C. Waiver. The failure of either party to enforce any provision of these Terms shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

D. Severability. If any provision in these Terms is deemed unlawful, void or unenforceable, then that provision will be deemed severed from these Terms and the remaining provisions shall remain in full force and effect as if no invalid or unenforceable provision had been part of these Terms.

E. Local Laws and Export Control. The Site and the Services provide services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agrees that neither the Site nor the Services shall be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Site and/or the Services, you represent and warrant that your are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and to assume sole responsibility for obtaining licenses to export or re-export as may be required. Twin Tone and its licensors make no representation that the Site or the Services is appropriate or available for use in other locations. If you use or access the Site and/or the Services from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.

F. Security. You acknowledge the risk that information and the Content stored and transmitted electronically through the Services may be intercepted by third-parties. You agree to accept that risk and will not hold Twin Tone liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Twin Tone, with strict business reasons, may access and transfer the Content and only in accordance with the terms and conditions of the Agreement.

G. Third-Party Services. You acknowledge and agrees that Twin Tone may use third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Site and the Services.

H. Relationship. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchise-franchisee relationship of any kind between Twin Tone and you or any other person or entity. I. Assignment; Change in Control. These Terms may not be assigned by you without the prior written approval of Twin Tone but may be assigned without your consent by Twin Tone to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, consolidation, stock sale or similar. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you (if an entity) that results or would result in a direct competitor of Twin Tone directly or indirectly owning or controlling 50% or more of such entity shall entitle Twin Tone to terminate these Terms for cause immediately upon written notice.

J. Call Monitoring and Recording. For quality assurance, Twin Tone may record and/or monitor incoming calls to, and outgoing calls from, Twin Tone. By accepting these Terms, you also consent to any and all call recording and monitoring performed by Twin Tone or its agents, employees and/or affiliates.

K. Modification to Terms. Twin Tone reserves the right to modify the provisions of these Terms, the Privacy Policy or any other policies relating to the Site and/or the Services at any time, effective upon posting of an updated version of these Terms, the Privacy Policy, or such other policies, if applicable, on the Site. You are responsible for regularly reviewing the Site to check for changed or updated versions thereof. Continued use of the Site and/or the Services after any such changes shall constitute your consent to such changes.

Notice. Twin Tone may give notice by means of an electronic mail to your e-mail address on record in Twin Tone’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Twin Tone’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Twin Tone (such notice shall be deemed given when received by Twin Tone) at any time by letter to Twin Tone delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Twin Tone, in either case, addressed to:

**Twin Tone Inc.** **1111b South Governors Avenue, Dover** **Deleware, USA 19904**

26. Questions or Additional Information

If you have questions regarding these Terms or wish to obtain additional information, please send an e-mail to info@twintone.ai .