TWINCOUNSEL TERMS OF SERVICE

1. Acceptance of Terms

TwinCounsel Inc. ("TwinCounsel," "we," "us," or "our") provides an AI-powered delegation platform (the "Service") designed exclusively for legal professionals. By connecting your email, calendar, or cloud storage accounts, accessing, or using the Service, you ("Customer," "User," or "you") agree to be bound by these Terms of Service ("Terms").

2. Eligibility & Professional Status

2.1 Licensed Attorneys Only

The Service is strictly limited to:

• (a) Attorneys currently licensed and in good standing to practice law in their respective jurisdiction; and
• (b) Legal support staff (paralegals, legal assistants) acting under the direct supervision of a licensed attorney (collectively, "Authorized Users").

Use by pro se litigants, the general public, or individuals seeking personal legal advice is strictly prohibited. By using the Service, you represent and warrant that you meet these eligibility requirements.

2.2 Verification

We reserve the right to verify your professional status (e.g., requesting your State Bar Number) at any time. Failure to provide verification upon request may result in immediate suspension of your account.

2.3 Account Security & Email Hygiene

Authentication to the Service is performed via your connected email account ("Magic Links" or OAuth). You acknowledge that security of the Service is dependent on the security of your email account.

You agree to maintain industry-standard security measures on your connected email account, including mandatory Multi-Factor Authentication (MFA/2FA). TwinCounsel is not responsible for any unauthorized access to your User Content or Matter Graph that results from a compromise of your email credentials, device theft, or failure to secure your email inbox.

3. The Service & Agency Relationship

3.1 Nature of the Service

TwinCounsel is a workflow automation tool that processes communications and files (from Email, Calendar, Drive, etc.) to generate draft legal documents, timelines, and summaries ("Outputs"). You acknowledge that TwinCounsel is not a law firm, does not provide legal advice, and is not a substitute for an attorney.

3.2 Agency & Privilege

In using the Service, you designate TwinCounsel as your non-legal agent and "necessary intermediary" for the limited purpose of processing client information to assist in your provision of legal services. This designation is intended to preserve the attorney-client privilege and work-product doctrine under applicable law (e.g., United States v. Kovel). You are solely responsible for ensuring that your use of the Service complies with the Rules of Professional Conduct in your jurisdiction.

4. Integrated Services (Google & Microsoft)

4.1 Integration Scope

The Service integrates with third-party platforms including, but not limited to, Google Workspace (Gmail, Drive, Calendar) and Microsoft 365 (Outlook, OneDrive, Teams). By enabling these integrations, you grant TwinCounsel permission to access, read, and write data to these platforms as directed by your workflows.

4.2 Platform Liability

You acknowledge that TwinCounsel has no control over the uptime, API policies, or data integrity of these Integrated Services. We are not liable for:

• (a) Any loss of data caused by Google or Microsoft;
• (b) Disconnection of the Service due to API token revocation; or
• (c) Errors in synchronization (e.g., a calendar event failing to save to Outlook).

5. User Responsibilities & "Human-in-the-Loop"

5.1 The "Copilot" Warranty & Draft-Only Protocol

You acknowledge that the Service is a "Draft-Only" system. While the Service may interface with your email or case management systems, IT IS TECHNICALLY PROHIBITED FROM AUTOMATICALLY SENDING EMAILS, FILING COURT DOCUMENTS, OR COMMUNICATING WITH THIRD PARTIES WITHOUT YOUR EXPLICIT, MANUAL CONFIRMATION (e.g., clicking "Send," "Approve," or "Reply").

5.2 Liability for Missed Deadlines

TwinCounsel acts as an aid to your practice, not a guarantor of your schedule. We are not liable for any malpractice, missed statutes of limitation, defaults, or procedural errors resulting from your reliance on the Service.

6. Fees, "Matters," and Usage Limits

6.1 Matter-Based Pricing

Fees are assessed per "Active Matter." An Active Matter is defined as a distinct legal controversy, transaction, or case file tracked by the Service.

6.2 Matter Definition & Anti-Stacking

Fees are assessed per "Active Matter." You agree not to aggregate multiple distinct legal controversies under a single Matter ID ("Matter Stacking").

Objective Criteria: A new Matter subscription is required if the file involves: (a) A distinct opposing party; (b) A separate court case number or docket ID; or (c) A distinct set of operative facts unrelated to an existing Active Matter.

Audit Rights: TwinCounsel reserves the right to audit usage patterns (e.g., analyzing metadata for distinct case numbers). If we reasonably determine that a single Matter ID contains data belonging to multiple distinct controversies, we reserve the right to: (i) reclassify the data into separate Matters; and (ii) retroactively charge the applicable per-matter fees for the unauthorized usage period.

6.3 Usage Intensity & Surcharges

You acknowledge that our pricing model is based on typical usage patterns for solo practice. Usage that exceeds standard parameters ("High Intensity Matters") incurs significant third-party compute costs.

• Intensity Limits: The specific limits for data ingestion (GBs processed) and generation (Tokens/Pages) included in the base Matter fee are set forth on our [Pricing Page] and may be updated from time to time.
• Overage Charges: Matters exceeding these Intensity Limits will be subject to the overage surcharges listed on the Pricing Page. We will make commercially reasonable efforts to notify you before you incur overage fees.

7. Data Rights & Retention

7.1 Ownership

You retain all rights, title, and interest in your client data, email content, and files ("User Content"). TwinCounsel retains all rights to the Service, the "Matter Graph" schema, and the underlying AI technologies.

7.2 The Audit Trail & Retention

Upon the closure of a Matter (either by you or due to inactivity), TwinCounsel will retain the structured metadata (the "Audit Graph") for thirty (30) days to allow you to download a Compliance/Audit Report.

• User Responsibility: You are solely responsible for exporting this data within the 30-day window.
• Deletion: After 30 days, we reserve the right to permanently delete the Matter Graph associated with the closed matter.

8. AI & Technology Disclaimers

8.1 No Training on Confidential Information

As further detailed in our Privacy Policy and Content Trust Policy, TwinCounsel does not use your Confidential Client Information to train foundational Large Language Models (LLMs) for the benefit of other customers. Data is used solely to contextualize and personalize the Service for your specific workspace.

9. Termination & Suspension

9.1 The "Kill Switch"

TwinCounsel reserves the right to immediately suspend or disconnect your access to the Service (the "Kill Switch") without prior notice if we detect:

• (a) Automations that threaten the stability of our infrastructure (e.g., infinite loops);
• (b) Usage patterns indicative of a cyberattack or compromise; or
• (c) Violation of the Acceptable Use Policy.

10. Confidentiality

We agree to maintain the confidentiality of your User Content with the same degree of care that we use to protect our own confidential information, and in no event less than reasonable care. We will not disclose User Content to any third party except as required by law or to our approved sub-processors who are bound by written confidentiality obligations.

11. Limitation of Liability

12. General Provisions

These Terms are governed by the laws of the State of California. Any disputes shall be resolved via binding arbitration in Santa Clara County, California.