Terms of Service

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, and contractors) 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.

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.

The Service operates on one or more email, calendar, storage, or practice management accounts that you connect ("Connected Accounts"). A single User or firm may connect multiple Connected Accounts (for example, separate case and business email accounts), and the Service will operate across them subject to the Visibility Rules in Section 2.4.

Authentication to the Service is performed via a connected email account ("Magic Links" or OAuth). You acknowledge that security of the Service depends on the security of your Connected Accounts. You agree to maintain industry-standard security measures on every Connected Account, including mandatory Multi-Factor Authentication (MFA/2FA) on all connected email accounts. TwinCounsel is not responsible for any unauthorized access to your User Content or Matter Graph that results from a compromise of your credentials, device theft, or failure to secure a Connected Account.

The account-owning attorney may designate additional Authorized Users (e.g., a paralegal or independent contractor) with role-based permissions. Content and outputs derived from a given Connected Account may be restricted to designated Authorized Users ("Visibility Rules") — for example, a business or administrative account may be configured so that its content, tasks, and any associated amounts are visible only to the account owner. You are responsible for provisioning, supervising, and deprovisioning your Authorized Users, and for configuring Visibility Rules appropriate to your practice.

TwinCounsel is a workflow automation tool that processes communications and files (from Email, Calendar, Drive, practice management systems, 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.

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 support the preservation of the attorney-client privilege and work-product doctrine where recognized under applicable law (e.g., United States v. Kovel). Privilege determinations are made by courts on specific facts; you are solely responsible for ensuring that your use of the Service complies with the Rules of Professional Conduct in your jurisdiction.

The Service integrates with third-party platforms including, but not limited to, Google Workspace (Gmail, Drive, Calendar), Microsoft 365 (Outlook, OneDrive, Teams), and practice and case management platforms (e.g., MyCase, Clio, Filevine). By enabling these integrations, you grant TwinCounsel permission to access, read, and — where you have authorized it — write data to these platforms as directed by your workflows. Any integration may instead be connected in a read-only scope (as during an Evaluation under Section 6.4), in which case the Service cannot create, modify, or delete data on that platform.

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 the platform provider;
• (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, or a task failing to post to a practice management system).

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 THE EXPLICIT CONFIRMATION OF AN AUTHORIZED USER. Explicit confirmation may take the form of clicking "Send," "Approve," or "Reply," or providing recorded voice or written (including text-message) approval through an authenticated channel.

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.

You represent that your use of the Service is permitted under your engagement letters and any confidentiality agreements, protective orders, or court rules applicable to the data you process through the Service. Some client agreements restrict the use of AI or automated processing; you are responsible for confirming that yours do not, or for obtaining any required consent. TwinCounsel provides model client-disclosure language, suitable for inclusion in an engagement letter, at twincounsel.com/trust.

Fees for the Service are set forth in the plan you select or the Order Form you execute, and may be structured per seat, per firm, per Matter, or as a flat monthly subscription. Where these Terms conflict with an executed Order Form or memorandum of understanding, the Order Form or memorandum controls.

A "Matter" is the Service's unit of data isolation: a distinct legal controversy, transaction, or case file tracked in its own Matter Sandbox (Section 8.2). Indicators that work belongs in a new Matter include: (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 Matter.

A "Client Engagement" is a group of related Matters for a single client. The Service expressly supports Client Engagements — for example, a fractional general counsel handling a settlement agreement, a compliance question, and an employment issue for the same client may organize those Matters under one Client Engagement and, where authorized, allow context to be shared among them. Organizing Matters into Client Engagements is a supported feature of the Service and does not violate these Terms.

Where per-Matter pricing applies under your plan, fees follow the Matter count. TwinCounsel reserves the right to audit usage and, applying the objective indicators above, to reclassify data that combines multiple distinct controversies into separate Matters for billing purposes. Reclassification affects billing only; it does not move or merge your data without your confirmation.

You acknowledge that our pricing model is based on typical usage patterns for the plan you select. Usage that exceeds standard parameters ("High Intensity Matters") incurs significant third-party compute costs. Data ingestion and generation limits are set forth on our Pricing Page and may be updated from time to time. Matters exceeding Intensity Limits are subject to the overage surcharges listed on the Pricing Page. We will make commercially reasonable efforts to notify you before you incur overage fees.

TwinCounsel may offer free or discounted evaluation periods, pilots, or design partnerships — including read-only analyses of your Connected Accounts (an "Evaluation"). All Evaluations and pilots are governed by the same confidentiality, Zero Data Retention, and data handling terms as paid use of the Service. If an Evaluation does not convert to a paid or continuing engagement, TwinCounsel will delete the User Content ingested during the Evaluation within thirty (30) days of its end, upon your request or automatically upon disconnection of your accounts.

If you provide suggestions, feedback, or ideas regarding the Service ("Feedback"), TwinCounsel may use that Feedback without restriction or obligation. Feedback never includes your User Content, client data, or work product.

You retain all rights, title, and interest in your client data, email content, files, templates, and work product ("User Content," and together with materials you designate for Service configuration, "Customer Materials"). TwinCounsel retains all rights to the Service, the "Matter Graph" schema, the SKILL File format and execution engine, and the underlying AI technologies.

Where SKILL Files (Section 8.3) are created for your workspace from your Customer Materials — your templates, preferences, tone, and prior work product — you own the content of your Customer Materials embedded in them. Upon request, and in any event upon termination, TwinCounsel will provide an export of your workspace's SKILL Files in human-readable form, and you receive a perpetual, non-exclusive license to use those exported files outside the Service. TwinCounsel retains ownership of the SKILL File format, schema, and execution engine.

TwinCounsel retains the structured Audit Graph for each Matter — including records of which SKILL Files were applied, reasoning steps taken, and outputs generated — for a minimum of five (5) years from Matter closure, or such longer period as required by the professional responsibility rules applicable in your jurisdiction. Retention periods may be extended by configuration at the Customer's request.

TwinCounsel will provide no less than thirty (30) days' written notice before permanently deleting any Audit Graph. Deletion will not occur with respect to any Matter for which TwinCounsel has received written notice of a pending bar inquiry, litigation hold, malpractice proceeding, or court order.

You may export raw User Content (emails, documents, and files) at any time. Following Matter closure, raw User Content remains exportable for ninety (90) days, after which it may be permanently deleted from active servers; the structured Audit Graph is retained as described in Section 7.3. TwinCounsel will provide written notice to the email address on your account before permanently deleting raw User Content.

Upon termination of the Service or upon request, TwinCounsel will provide an export of your User Content in machine-readable and, where feasible, original formats, together with the SKILL File export described in Section 7.2.

TwinCounsel maintains a current list of all approved sub-processors at twincounsel.com/subprocessors. This list identifies each vendor that processes User Content, its purpose, data location, and applicable data retention status. TwinCounsel will provide no less than thirty (30) days' advance written notice of any material change to sub-processors via email to the address on your account. All sub-processors are bound by: (a) written confidentiality obligations no less protective than those in Section 10; and (b) Zero Data Retention agreements as described in Section 3.3.

TwinCounsel does not use User Content to train, fine-tune, or improve any large language model, whether operated by TwinCounsel or any third party. This prohibition is enforced through executed Zero Data Retention agreements with all upstream AI providers, as described in Section 3.3.

This prohibition does not restrict: (a) your own workspace improving through your corrections and approvals, which are written to your firm-scoped SKILL Files as described in Section 8.2; or (b) TwinCounsel using Usage Data — technical logs and operational metadata about how the Service is used (e.g., feature usage, error rates, performance measurements), which never include the content of client communications, documents, or matter data — together with Feedback (Section 6.4), to maintain and improve the Service. No User Content is incorporated into the general Service or exposed to any other customer.

Matter content is isolated per Matter. Each Matter is processed in an isolated execution environment (a "Matter Sandbox"). Client communications, documents, and matter data from one Matter are not accessed, referenced, or contaminated by processing in any other Matter, except where you have grouped Matters into a Client Engagement (Section 6.2) and authorized context sharing within it. This structural isolation limits the scope of any compelled production (Section 10.3).

The Firm Knowledge Layer is firm-scoped and attorney-authorized. Separately from Matter content, the Service maintains a "Firm Knowledge Layer" for your workspace: your templates, drafting preferences, tone, SKILL Files, and reference materials you designate for firm-wide use. The Firm Knowledge Layer (a) exists only with your authorization; (b) contains configuration and reference materials, and improves only through your explicit corrections and approvals; (c) never transfers client communications or matter data between Matter Sandboxes; (d) is never shared across TwinCounsel customers; and (e) is never used to train any AI model (Section 8.1).

The behavior of the Service is governed by human-readable instruction files ("SKILL Files"). These files constitute the auditable record of how the Service reaches its outputs and are designed to satisfy the competence obligation under ABA Model Rule 1.1, Comment 8. Upon request, TwinCounsel will make these files available for review by you, your ethics counsel, or a bar reviewer, and will export them as described in Section 7.2.

TwinCounsel is a purpose-built, enterprise-grade tool operating under counsel's direction, with the contractual confidentiality protections described in these Terms. These features are designed to place TwinCounsel within the category of tools distinguished from consumer AI applications in which privilege may be waived. See TwinCounsel's Professional Responsibility Guide at twincounsel.com/trust for a full analysis of the applicable legal framework.

TwinCounsel reserves the right to immediately suspend or disconnect your access to the Service 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.

Upon termination for any reason, the export rights in Sections 7.2 and 7.4 apply. Sections 3.3, 7, 8.1, 10, 11, 12, and 13 survive termination.

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. TwinCounsel maintains administrative, technical, and physical safeguards designed to protect User Content against unauthorized access, disclosure, alteration, and destruction, as further described in Section 11.

TwinCounsel acknowledges that User Content may constitute information protected by the attorney-client privilege, the work product doctrine, or other applicable professional duty of confidentiality. TwinCounsel agrees to maintain confidentiality of User Content consistent with the obligations applicable to a service provider under ABA Formal Opinion 477R (2017) and ABA Formal Opinion 512 (July 2024). TwinCounsel will not disclose User Content to any third party except: (a) to sub-processors as described in Section 7.5, each bound by obligations consistent with this Section; or (b) as required by applicable law, subject to Section 10.3.

TwinCounsel's systems are designed to process User Content through automated AI pipelines without human review of underlying client communications, documents, or matter data. TwinCounsel employees and contractors do not access User Content except in the following limited circumstances: (a) you have provided explicit prior written consent for a specific, scoped support or debugging purpose; or (b) access is required by applicable law, subject to Section 10.3.

Any such access is: (i) logged with the identity of the accessing employee, timestamp, scope, and stated purpose; (ii) limited to the minimum data necessary to accomplish the permitted purpose; and (iii) time-limited to the duration of the specific support engagement.

TwinCounsel will notify you in writing promptly, and in any event within two (2) business days, of any employee access to your matter content, identifying the scope of access and the purpose. This notification is provided so that you may assess whether any privilege or confidentiality obligation has been affected and take appropriate action.

All TwinCounsel employees and contractors with any potential access to User Content are individually bound by written confidentiality agreements that include obligations consistent with the attorney-client privilege protections established in Sections 3.2 and 10 of these Terms. These individual obligations survive termination of employment or engagement.

The Audit Graph described in Section 7.3 records operational metadata — which SKILL Files were applied, what processing steps occurred, and what outputs were generated — without reproducing the underlying client communications or documents. Access to Audit Graph metadata by TwinCounsel personnel for system maintenance purposes does not constitute access to User Content for purposes of this Section.

If TwinCounsel receives a subpoena, court order, or other legal process seeking User Content:

• (a) Advance notice. TwinCounsel will give you written notice before any compelled disclosure, where legally permitted, sufficiently in advance to allow you to seek a protective order or move to quash. Where prior notice is legally prohibited, TwinCounsel will notify you promptly once permitted.
• (b) Scope of production. Because each Matter is processed in an isolated Matter Sandbox (Section 8.2), legal process directed at one Matter reaches only that Matter's data. No other client's or Matter's data exists in that container.
• (c) Upstream providers hold nothing. Under the ZDR agreements described in Section 3.3, upstream AI providers retain no User Content that could be produced.
• (d) Metadata, not content. The Audit Graph contains operational metadata and does not reproduce client communications or documents.
• (e) Narrow production. TwinCounsel will produce only what it is legally required to produce, will assert applicable protections where available to a service provider, and will reasonably cooperate with your assertion of privilege and work-product protections.

TwinCounsel maintains a documented, commercially reasonable information security program with administrative, technical, and physical safeguards designed to protect User Content against unauthorized access, disclosure, alteration, and destruction. The program includes, at a minimum: least-privilege access controls; mandatory multi-factor authentication for all TwinCounsel personnel; security awareness training for all employees and contractors; centralized logging and monitoring of production systems; documented encryption key management; encryption of User Content in transit (TLS 1.2+) and at rest (AES-256); a secure development lifecycle including code review; annual third-party penetration testing; and defined vulnerability remediation timelines based on severity.

TwinCounsel maintains documented incident response procedures for investigating, containing, mitigating, and remediating Security Incidents. A "Security Incident" means any confirmed unauthorized access to, or acquisition, disclosure, or destruction of, User Content.

TwinCounsel will notify affected Customers of a confirmed Security Incident affecting their User Content without undue delay, and in no event later than seventy-two (72) hours after confirmation where required by applicable law. Notification will describe the nature of the incident, the categories of data affected, and the remediation steps taken or planned, and will be updated as the investigation proceeds.

TwinCounsel will never sell User Content, and will never use User Content for advertising, marketing to third parties, or profiling unrelated to providing the Service to you. (Training prohibitions are set forth in Sections 3.3 and 8.1.)

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.

TwinCounsel is designed for use in compliance with ABA Model Rules 1.1 (Competence), 1.6 (Confidentiality), and 5.1 and 5.3 (Supervisory Obligations), as interpreted by ABA Formal Opinion 477R (2017) and ABA Formal Opinion 512 (July 2024). Nothing in these Terms relieves an attorney of their independent professional obligations. You are solely responsible for ensuring your use of the Service complies with the Rules of Professional Conduct in your jurisdiction. TwinCounsel's Professional Responsibility Guide, available at twincounsel.com/trust, provides a full description of the applicable ethical framework.

User Content is processed and stored in the United States.

Where applicable, TwinCounsel's Data Processing Agreement supplements these Terms and governs the processing of Personal Data, including processor and controller roles, international transfers, assistance with data subject requests, and audit rights. Contact legal@twincounsel.com to request the current Data Processing Agreement.

If these Terms conflict with an executed Order Form, memorandum of understanding, or design partnership agreement between you and TwinCounsel, the executed document controls to the extent of the conflict.