Last date of update: May 9th, 2025
Please carefully read these current terms and conditions governing Customer's use of Twin Services (the "T&C"). By clicking the "I accept" (or any similar) button, the Customer acknowledges that it accepts these T&C.
These T&C are entered by and between:
TWIN LABS SAS, a French company, registered in Paris under company number 978364222 whose registered office is at 10 rue de Penthièvre, 75008, Paris, France, represented by its CEO, Hugo Mercier ("Twin"), and,
Customer's company or organization as identified for this purpose in its Twin account or when subscribing to the Services.
collectively referred to as the "Parties" and individually as a "Party".
These T&C govern the use of Twin's proprietary software and services which permits it to automate tasks using an Artificial Intelligence Agent ("Services").
These T&C shall be effective for one month upon acceptance by the Customer (the "Term") and shall automatically renew for one (1) month at the end of each contractual period, unless either Party terminates these T&C by giving fifteen (15) days' written notice prior.
Functionalities. Twin undertakes to maintain the general Service functionality to automate tasks on online third-party services which may connect with the Services ("Third-Party Services"). The Services are provided to the Customer via the Twin API which permits to build a fully customized experience and the Playground, which is a web application that enables the Customer to create and test agents and to visualize all the execution of its agents (both launched for the Playground and the API). Customer will:
Level Services. Twin will:
(a) provide the Services in accordance with these T&C and the endpoints documents available in Twin notion ("Documentation"),
(b) provide the Customer with the standard customer support for the Services at no additional charge as detailed in the Documentation,
(c) use its best efforts to make the Services available 24 hours a day, 7 days a week, except during planned downtime for maintenance to the Services.
Twin grants the Customer a limited right to access and use the Services subject to its compliance with these T&C. This license is non-transferrable, non-exclusive and granted worldwide, for the duration of the Term.
License to Service Data. Customer undertakes to provide any information or data submitted or sent in connection with the use of the Services by the Customer ("Service Data") necessary for Twin to provide the Services and, in particular, to maintain the quality of the Services, including information to verify new Third-Party Services and to improve Twin's agent. Customer represents and warrants that Customer has all rights necessary and is responsible for its use of any Service Data. Customer hereby grants to Twin a non-exclusive, royalty-free, worldwide license during the Term extended by a further 3 years, to access, reproduce, de-identify or to otherwise use Service Data for providing, supporting or improving the Services or any other Twin services, including to provide other services to third-party.
Feed-Back. Customer grants to Twin a non-exclusive, non-transferable, worldwide, commercial, perpetual, irrevocable, royalty-free license to use, reproduce, modify, create derivative works of the data from Customer's use of the Service and any suggestions, enhancement request, or other feedback regarding the Services to: (i) provide and maintain Services; (ii) improve or offer new services; (iii) measure performance of Services; or (iv) for any other lawful business purpose.
Liability exclusion for Third-Party Services. Third-Party Services are governed solely by the terms and conditions of such Third-Party Services, and Twin is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services, Twin cannot guarantee the continued availability of such Third-Party Services and may cease enabling access to them without entitling the Customer to any refund or compensation.
Authorization of communication with Third-Party Services. By enabling any Third-Party Services, Customer is expressly permitting Twin to interact with such Third-Party Services and to obtain Service Data from such Third-Party Services as necessary to provide the Services.
Customer agrees not to attempt to, nor allow any third party to:
Responsibility of the Customer. Customer is solely responsible for:
Compliance with laws. Customer shall comply with all applicable laws in the performance of its obligations hereunder.
Suspension of the Services. Twin reserves the right to periodically verify that the Customer use of the Services complies with the T&C. Twin reserves the right to block any Services Data or to stop the provision of the Services if the Customer violates these T&C or violates applicable law.
IP rights. The Services and Documentation are protected by applicable intellectual property laws. Except for the rights expressly granted to Customer in these T&C, Twin shall retain all right, title and interest in and to the foregoing.
Communication. Customer grants Twin the right to mention the corporate name, the commercial name, the sign, the logo and the trademarks of the Customer, as a commercial reference on any medium and on any occasion during the entire Term of these T&C and for a period of two (2) years from the expiry of these T&C.
Definition of Confidential Information. Confidential Information means any data or information disclosed to one party, oral or written, wherein a reasonable person would likely understand such information is confidential. Confidential Information shall not include information that: (i) is in or has entered the public domain through no breach of these T&C; (ii) it has been lawfully received by the receiving party from a third party; or (iii) was independently developed by a party without use of or access to the Confidential Information of the other party.
Protection of Confidential Information. The Receiving Party hereby agrees to take reasonable precautions to protect such Confidential Information from unauthorized disclosure and to use them only for the execution of these T&C.
Term of the confidentiality obligation. Each party's confidentiality obligations will survive for three (3) years after termination of the T&C.
Fees. Fees will be calculated and paid by the Customer monthly within thirty (30) days of receipt of an invoice from Twin. Services fees are calculated only on the number of steps provided for the agent inference and browser infrastructure (i.e.0.05€/step). Fees listed do not include any applicable VAT.
Late payment. In the event of late payment of Services fees, late payment penalties equal to 3 (three) times the legal interest rate in force, increased by 10 points, as well as a fixed indemnity for collection costs of €40 will be payable.
Fees renewal. Any T&C's renewal may be subject to an increase of fees if it is communicated to the Customer within forty-five days of renewal (email shall suffice).
Customer Indemnification. Customer will defend, indemnify and hold harmless Twin from all proceedings, judgments, settlements, damages, and reasonable attorneys' fees arising from: (i) breach of these T&C by Customer, (ii) Customer's or its users' access's misuse or illegal use of the Services or (iii) the Services Data, or (iv) Customer Service's violation or infringement of any intellectual property rights.
Twin Indemnification. Twin will defend, indemnify and hold harmless Customer against any damages paid to third parties awarded by a final decision of justice or by a transaction within the meaning of the French Civil Code arising out of any claim that the software that enables the Services to function ("Twin Technology"), during the Term, infringe any intellectual property rights of a third-party ("Claim"). Twin shall have no liability for any Claim to the extent it is based on (i) Customer's written specifications, (ii) Customer's modification of the Services or (iii) the Service Data. No transaction may be concluded without Twin's prior written consent.
EXCEPT FOR PAYMENT OBLIGATIONS AND CLAIMS ARISING DUE TO A PARTY'S WILFULL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT WILL EITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE T&C FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE FEES PAID OR PAYABLE TO TWIN HEREUNDER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
Termination for cause. Each Party may terminate these T&C, if the other Party breaches these T&C and is unable to cure such breach within thirty (30) days after receipt of written notice. Twin may also terminate these T&C for any reason in its sole discretion by giving thirty (30) days prior written notice but shall refund any prepaid, unused fees that represent the remainder of the then-current term.
Consequences of the termination. Upon termination of these T&C, all right to access the Services will expire except if and as provided in other binding terms. Twin will discontinue the provision of the Services, and Customer shall immediately pay any outstanding invoices.
Survivance. Any provision of these T&C that contemplates performance subsequent to any termination of these T&C, including all provisions with respect to Intellectual Property, limitation of liabilities, indemnification, governing law shall survive any termination of these T&C and continue in full force in perpetuity.
Assignment. Neither these T&C nor any rights hereunder may be assigned by either party without the prior written consent of the other party. Either party may assign these T&C or any rights or obligations hereunder without the other's consent to a third party acquirer of all, or substantially all, of the assets or business of a party.
Force majeure. Neither party hereto shall be responsible for any failure to perform its obligations under these T&C if such failure is caused by force majeure as defined and recognized by the French Civil Code and applicable case law.
Applicable Law and jurisdiction. These T&C shall be governed by French law without regard to the United Nations Convention on Contracts for the International Sale of Goods, and the parties consent to the exclusive jurisdiction of the French courts.
Entire Agreement. These T&C constitute the entire T&C between the parties with respect to the subject matter hereof and supersedes any and all written or oral prior agreement and understandings between the parties concerning such subject matter.