Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("you," "your," "User," or "Customer") and Twilon ("Twilon," "Company," "we," "us," or "our") governing your access to and use of the Twilon website located at twilon.com (the "Website"), our software-as-a-service products (including, without limitation, Parsium), related applications, application programming interfaces, documentation, support services, and any other services or offerings provided by Twilon (collectively, the "Services").

BY ACCESSING, BROWSING, OR USING ANY OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE ALL USE OF THE SERVICES.

If you are accessing or using the Services on behalf of a corporation, partnership, limited liability company, or other legal entity, you represent and warrant that: (a) you have full legal authority to bind such entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on behalf of such entity. In such cases, "you" and "your" shall refer to such entity.

You must be at least eighteen (18) years of age to access or use the Services. By using the Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into this Agreement.

2. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Authorized User" means an individual who is authorized by Customer to access and use the Services under Customer's subscription, including employees, contractors, and agents of Customer.

"Confidential Information" means any non-public information disclosed by either party to the other party, whether orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

"Documentation" means the user manuals, help files, technical specifications, and other documentation relating to the Services made available by Twilon.

"Parsium" means Twilon's software-as-a-service document processing application for the Salesforce platform that utilizes artificial intelligence processing via third-party vendors.

"Subscription Term" means the period during which Customer has an active, paid subscription to access and use the Services.

"User Content" means any data, documents, files, text, images, or other materials that you upload, submit, transmit, or otherwise make available through the Services for processing.

3. Grant of License

Subject to your compliance with these Terms and payment of all applicable fees, Twilon hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term solely for your internal business purposes and in accordance with the Documentation and any applicable usage limitations associated with your subscription tier.

This license does not include, and you shall not: (a) sublicense, sell, lease, lend, assign, or otherwise transfer the Services or any rights therein to any third party; (b) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; (c) use the Services to develop a competing product or service; (d) remove, alter, or obscure any proprietary notices, labels, or marks on the Services; (e) use the Services in any manner that violates applicable law or regulation; (f) access or use the Services to send or store infringing, obscene, threatening, or otherwise unlawful material; (g) interfere with or disrupt the integrity or performance of the Services or any third-party systems connected thereto; or (h) attempt to gain unauthorized access to the Services or related systems or networks.

4. User Accounts and Security

To access certain features of the Services, you may be required to create an account and provide accurate, current, and complete registration information. You are responsible for: (a) maintaining the confidentiality of your account credentials, including your username and password; (b) restricting access to your account; and (c) all activities that occur under your account, whether or not authorized by you.

You agree to immediately notify Twilon of any unauthorized use of your account or any other breach of security. Twilon shall not be liable for any loss or damage arising from your failure to comply with the security obligations set forth in this Section. Twilon reserves the right to suspend or terminate your account at any time if Twilon reasonably believes that your account has been compromised or is being used in violation of these Terms.

5. Intellectual Property Rights

5.1 Twilon Intellectual Property. The Services, including all software, algorithms, user interfaces, designs, text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and the selection and arrangement thereof, are the exclusive property of Twilon or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All rights not expressly granted herein are reserved by Twilon.

5.2 Your Content. You retain all right, title, and interest in and to your User Content. By submitting User Content through the Services, you grant Twilon a limited, non-exclusive, worldwide, royalty-free license to use, process, and transmit your User Content solely to the extent necessary to provide the Services to you. This license terminates upon deletion of your User Content or termination of your account.

5.3 Feedback. If you provide Twilon with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), you hereby assign to Twilon all right, title, and interest in and to such Feedback. Twilon shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback without obligation or restriction of any kind.

6. Confidentiality

Each party agrees that it will: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly permitted herein or with the prior written consent of the disclosing party; and (c) use such Confidential Information only for the purposes of exercising its rights and performing its obligations under this Agreement.

The foregoing obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (d) is rightfully received from a third party without restriction on disclosure; or (e) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable prior notice of such disclosure.

7. Description of Parsium Service

Parsium is a software-as-a-service document processing application designed for the Salesforce platform that utilizes artificial intelligence ("AI") processing capabilities provided by third-party vendors through the OpenRouter API gateway (collectively, "AI Providers") to extract, classify, and process data from documents uploaded by Users.

Parsium is delivered as a Salesforce managed package and operates within your Salesforce environment. The Service may be updated automatically from time to time to provide new features, functionality improvements, bug fixes, security patches, and other enhancements. Twilon reserves the right to modify, suspend, or discontinue any feature or functionality of Parsium at any time, with or without notice, provided that Twilon will use commercially reasonable efforts to provide advance notice of any material changes.

9. User Obligations and Acceptable Use

As a condition of your use of the Services, you agree to the following obligations:

9.1 Due Diligence. You shall exercise reasonable care and due diligence when using the Services, including verifying all AI Output, maintaining accurate records, and implementing appropriate internal controls and quality assurance procedures.

9.2 Data Integrity and Compliance. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content. You shall ensure that your use of the Services complies with all applicable federal, state, local, and international laws, regulations, and industry standards, including but not limited to data protection laws, export control regulations, and professional standards applicable to your industry.

9.3 Personally Identifiable Information. You acknowledge that documents processed through Parsium are transmitted to third-party AI Providers. You are solely responsible for determining whether User Content contains personally identifiable information ("PII"), protected health information ("PHI"), financial data, or other sensitive or regulated information, and for ensuring that the transmission of such information to third-party AI Providers complies with all applicable laws, regulations, contractual obligations, and internal policies. Twilon shall not be liable for any unauthorized disclosure, use, or processing of PII or other sensitive information by third-party AI Providers.

9.4 Third-Party Terms. You shall comply with all applicable terms of service, acceptable use policies, and other agreements of third-party platforms and services used in connection with the Services, including but not limited to the Salesforce Master Subscription Agreement and OpenRouter terms of service.

9.5 Account Security. You shall maintain the security and confidentiality of all account credentials, API keys, and access tokens associated with your use of the Services. You shall not share credentials with unauthorized individuals and shall immediately notify Twilon of any suspected unauthorized access or security breach.

10. Third-Party Services

The Services integrate with, rely upon, and interoperate with certain third-party platforms and services, including but not limited to:

10.1 OpenRouter. An API gateway service through which User Content is routed to AI model providers for processing. Your use of OpenRouter is subject to OpenRouter's terms of service and privacy policy.

10.2 AI Model Providers. Various third-party providers of artificial intelligence models (including, without limitation, large language models) that perform the actual document processing and data extraction. The specific AI models utilized may change over time at Twilon's discretion.

10.3 Salesforce. Parsium operates as a managed package within the Salesforce platform. Your use of Salesforce is governed by your separate agreement with Salesforce.

Twilon is an independent software vendor and is not affiliated with, endorsed by, sponsored by, or a partner of any of the foregoing third-party services unless expressly stated otherwise. Twilon makes no representations, warranties, or guarantees regarding the availability, performance, security, or data handling practices of any third-party service, and Twilon shall not be liable for any acts, omissions, interruptions, errors, or failures of any third-party service provider. Your use of third-party services is at your own risk and subject to the terms and conditions of the respective third-party providers.

12. Subscription, Fees, and Payment

12.1 Subscription Requirement. Access to Parsium requires a paid subscription. Subscription plans, pricing, features, and usage limitations are as described on the Website or in a separately executed order form or subscription agreement. Twilon reserves the right to modify pricing at any time, provided that any price increase shall not take effect until the beginning of your next renewal period.

12.2 Third-Party Costs. AI model usage costs incurred through OpenRouter are billed separately by OpenRouter and are not included in your Twilon subscription fees. You are solely responsible for managing and paying all third-party costs associated with your use of the Services, including but not limited to OpenRouter API usage charges and Salesforce platform fees.

12.3 Trial Period. Twilon may, at its sole discretion, offer a free trial period for the Services. Upon expiration of any trial period, your access to the Services will be suspended unless you purchase a paid subscription. Twilon reserves the right to modify, limit, or discontinue trial offerings at any time.

12.4 Payment Terms. All fees are due in advance in accordance with the billing frequency specified in your subscription plan. You authorize Twilon (or its designated payment processor) to charge your designated payment method for all applicable fees. All fees are non-refundable except as expressly provided in these Terms or as required by applicable law.

12.5 Cancellation. You may cancel your subscription at any time through your account settings or by contacting Twilon. Cancellation will take effect at the end of your current billing period. No refunds or credits will be issued for partial billing periods, except as required by applicable law.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TWILON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, TWILON MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES (INCLUDING AI OUTPUT) WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

You acknowledge and agree that the Services incorporate artificial intelligence technologies that are inherently imperfect and may produce incorrect, incomplete, or misleading results. You assume all risk and responsibility for your use of the Services and reliance on any AI Output.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TWILON, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES; (C) ANY AI OUTPUT OR OTHER CONTENT OBTAINED FROM THE SERVICES; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR USER CONTENT OR TRANSMISSIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT TWILON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

14.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TWILON AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO TWILON DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS (USD $100.00), WHICHEVER IS GREATER.

14.3 Essential Basis. The limitations of liability set forth in this Section 14 are a fundamental element of the basis of the bargain between Twilon and you. The Services would not be provided without such limitations. The limitations of liability shall apply notwithstanding any failure of essential purpose of any limited remedy.

15. Indemnification

You agree to indemnify, defend, and hold harmless Twilon and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to: (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law, regulation, or third-party right; (e) your negligence or willful misconduct; or (f) any dispute between you and any third party arising from your use of the Services.

Twilon reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Indemnified Parties, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without the prior written consent of Twilon.

16. Data Processing and Privacy

Twilon's collection, use, and processing of Personal Data in connection with the Services is governed by our Privacy Policy, which is incorporated into and made a part of these Terms by reference. By using the Services, you consent to the collection and processing of your Personal Data as described in the Privacy Policy.

With respect to User Content processed through Parsium, Twilon does not access, view, store, or retain the substantive content of your documents. Document processing occurs through third-party AI Providers. You are solely responsible for ensuring that the transmission and processing of User Content through the Services complies with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable privacy legislation.

17. Termination

17.1 Termination by You. You may terminate this Agreement at any time by canceling your subscription and ceasing all use of the Services. Termination does not relieve you of any obligations incurred prior to termination, including the obligation to pay any fees accrued before the effective date of termination.

17.2 Termination by Twilon. Twilon may suspend or terminate your access to the Services, in whole or in part, at any time and for any reason, including but not limited to: (a) your breach of these Terms; (b) your failure to pay applicable fees when due; (c) your engagement in fraudulent, abusive, or unlawful activity; (d) upon request by law enforcement or a government agency; (e) extended periods of inactivity; or (f) unexpected technical or security issues. Where practicable, Twilon will provide reasonable notice prior to termination, except where immediate termination is necessary to protect the integrity, security, or operation of the Services.

17.3 Effect of Termination. Upon termination of this Agreement: (a) all rights and licenses granted to you hereunder shall immediately cease; (b) you must immediately discontinue all use of the Services; (c) Twilon may delete your account data in accordance with the retention periods described in our Privacy Policy; and (d) Sections 5, 6, 8, 13, 14, 15, 19, 20, and 21 shall survive termination.

18. Modifications to Terms

Twilon reserves the right to modify, amend, or update these Terms at any time, in its sole discretion, by posting the revised Terms on the Website with an updated "Effective Date." Your continued use of the Services following the posting of revised Terms constitutes your acceptance of and agreement to be bound by the revised Terms. If Twilon makes material changes to these Terms that adversely affect your rights, Twilon will use commercially reasonable efforts to notify you by email (if an email address has been provided) or by posting a prominent notice on the Website at least thirty (30) days prior to the changes taking effect. It is your responsibility to review these Terms periodically. If you do not agree with any modification, your sole and exclusive remedy is to discontinue use of the Services.

19. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, formation, or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

20. Dispute Resolution

20.1 Informal Resolution. Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Services through good-faith informal negotiation. Either party may initiate informal dispute resolution by providing written notice to the other party describing the dispute and the relief sought. The parties shall use reasonable efforts to resolve the dispute within thirty (30) days from the date of such notice.

20.2 Binding Arbitration. If the parties are unable to resolve the dispute through informal negotiation within thirty (30) days, either party may submit the dispute to final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The seat of arbitration shall be Wilmington, Delaware. The language of arbitration shall be English. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

20.3 Class Action Waiver. YOU AND TWILON AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

20.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

21. General Provisions

21.1 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

21.2 Waiver. The failure of Twilon to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Twilon.

21.3 Assignment. You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of Twilon. Any attempted assignment without such consent shall be null and void. Twilon may freely assign these Terms without restriction. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

21.4 Entire Agreement. These Terms, together with the Privacy Policy and any order forms or subscription agreements executed between you and Twilon, constitute the entire agreement between you and Twilon with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

21.5 Force Majeure. Twilon shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, telecommunications failures, internet outages, power outages, third-party service provider failures, or any other event beyond the reasonable control of Twilon.

21.6 Notices. Twilon may provide notices to you by posting on the Website, by email to the address associated with your account, or by other reasonable means. You may provide notices to Twilon through our contact page. Notices shall be deemed given: (a) if posted on the Website, upon posting; (b) if sent by email, upon transmission; and (c) if sent by any other means, upon receipt.

22. Contact Information

If you have any questions, concerns, or requests regarding these Terms or the Services, please contact us through our contact page. Twilon will make every reasonable effort to respond to your inquiry in a timely manner.