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) 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.

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.

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.

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.

TwinCounsel maintains executed Zero Data Retention ("ZDR") agreements with all upstream large language model providers used to provide the Service, including OpenAI (ChatGPT/GPT-4), Google (Gemini), and Anthropic (Claude). Under these agreements, no User Content — including client communications, documents, or matter data — is retained by any AI provider beyond the scope of processing a single inference request. User Content is never used to train, fine-tune, evaluate, or improve any AI model, whether operated by TwinCounsel or a third party. This is an architectural constraint enforced by contract, not merely a policy commitment. A current list of sub-processors and their applicable agreements is maintained at twincounsel.com/subprocessors.

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.

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).

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").

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.

Fees may be assessed per "Active Matter." An Active Matter is defined as a distinct legal controversy, transaction, or case file tracked by the Service. You agree not to aggregate multiple distinct legal controversies under a single Matter ID ("Matter Stacking").

Objective Criteria: A new Matter may be 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 reclassify the data into separate Matters.

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.

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.

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 one (1) year from Matter closure, or such longer period as required by the professional responsibility rules applicable in your jurisdiction.

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 are solely responsible for exporting raw User Content (emails, documents, and files) within thirty (30) days of Matter closure. After that window, raw User Content may be permanently deleted from active servers, though the structured Audit Graph will be retained as described above.

Upon request, TwinCounsel will make available the SKILL Files applicable to your workspace for your review, the review of ethics counsel, or bar compliance purposes.

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.

Each client matter is processed in an isolated execution environment ("Matter Sandbox"). User Content from one Matter cannot be accessed, referenced, or contaminated by processing in any other Matter. No shared knowledge base or cross-matter database exists within the Service. This provides structural privilege protection beyond that offered by tools that process client data in a shared general context.

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.

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 (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.

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.

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 7.3, each bound by obligations consistent with this Section; or (b) as required by applicable law, provided that TwinCounsel will give prompt written notice before any such compelled disclosure to the extent permitted by law.

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 the notice obligation in Section 10.

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 within five (5) 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 7.2 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.

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.