Effective Date: April, 2022
These Twill Terms and Conditions (the “Terms and Conditions”) govern your use of the Twill Inc. (“Twill,” “Company”, “we,” “us,” or “our”) services, Content (as defined below), website (the “Site”), mobile services, sweepstakes, promotions, Member Content (as defined below), and/or any other analyses, research, opinions, reports and/or other information provided by or through the same (collectively, the “Services ”).
Twill may, without notice, update, revise, or change these Terms and Conditions in whole or in part, at any time; provided, however, that any amendment or modification to the arbitration provisions, prohibition on class actions provisions or any other provisions applicable to dispute resolution shall not apply to any disputes that arose prior to the applicable amendment or modification.
The latest Agreement will be posted on the Site and shall be effective immediately upon publication of the modified Agreement. It is your responsibility to review the Agreement prior to using the Services. Your continued use of the Services means that you accept and agree to the changes. Therefore, you should regularly check the Site for any updates and/or changes.
TWILL IS NOT A MEDICAL OR HEALTHCARE PROVIDER, AND WE DO NOT ENGAGE IN PATIENT DIAGNOSIS OR THE PRACTICE OF MEDICINE. THE CONTENT AND MEMBER CONTENT PRESENTED BY AND THROUGH THE SERVICES ARE IN NO WAY INTENDED AS MEDICAL AND/OR PSYCHIATRIC ADVICE AND ARE NOT PROVIDED FOR THE PURPOSE OF DIAGNOSING MEDICAL AND/OR PSYCHIATRIC PROBLEMS OR CONDITIONS, NOR ARE THEY A SUBSTITUTE FOR MEDICAL AND/OR PSYCHIATRIC TREATMENT AND/OR THERAPY.
THE SERVICES ARE NOT, AND SHOULD NEVER BE, A SUBSTITUTE FOR THE ADVICE OF A LICENSED HEALTHCARE PROVIDER OR MEDICAL PROFESSIONAL. USE OF THE SERVICES DOES NOT ESTABLISH A DOCTOR-PATIENT RELATIONSHIP.
EXCEPT IN THE CASE OF PRESCRIPTION DIGITAL THERAPEUTICS, CONTENT THAT IS MADE AVAILABLE BY AND THROUGH THE SERVICES SHOULD BE DISCUSSED AND CONFIRMED WITH YOUR PHYSICIAN, PSYCHIATRIST, THERAPIST OR OTHER HEALTHCARE PROVIDER BEFORE ADOPTING ANY WELLNESS PROGRAM, EXERCISE PROGRAM, OR OTHER TREATMENT, WHETHER OFFERED ON THE SITE, THROUGH THE SERVICES OR OTHERWISE. USE OF THE SERVICES IS AT YOUR OWN RISK.
INFORMATION AND STATEMENTS REGARDING SOME OF THE PRODUCTS AND/OR SERVICES FEATURED BY AND THROUGH THE SERVICES HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION.
The Services are not available to:
any users previously suspended or removed from the Services (unless such suspension or removal has been expressly rescinded by Twill, provided that a suspended or removed user’s access to or use of the Services shall not constitute rescission of such suspension or removal by Twill);OR
ANY PERSONS UNDER THE AGE OF 16 WHOSE REGISTRATION HAS NOT BEEN APPROVED BY A PARENT OR LEGAL GUARDIAN.
Twill reserves the right, in its sole discretion, to deny access to any Twill Services , to anyone, for any reason whatsoever, as permitted by applicable law.
We also reserve the right to discontinue, withdraw, or amend the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services to you or any other users, including registered users.
You are responsible for both making all arrangements necessary for you to have access to the Services.
To access the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all information you provide on the Services is correct, current, and complete and that you update such information as necessary to maintain it in an up-to-date and accurate fashion. Twill reserves the right, in its sole discretion, to deny use to anyone, for any reason whatsoever, as permitted by applicable law.
You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password, or other security information. You agree to accept responsibility for all activities that occur through use of your account, username and password.
Twill agrees that it will terminate your access to the Services upon notice from you to do so. Your right to use the Services is subject to all limits established by Twill in its sole discretion.
The Services may contain quizzes, tests, challenges and other activities (collectively, the “Content”).
The Content is compiled, distributed and displayed by Twill, as well as Twill members (“Members”), and other third-party content providers (“Third-Party Providers”). Twill does not control the Content provided by Members and/or Third-Party Providers that is made available by and through the Services. Such Members and/or Third-Party Providers are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Content. You may find certain Content as posted by Members and/or Third-Party Providers to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Services.
If you would like to register a complaint, notify Twill of a dispute, notify twill of any improper use of your Content or other information, or notify Twill of inaccurate or misleading Content appearing on the Site or otherwise made available by and through the Services, please feel free to contact us at firstname.lastname@example.org.
As part of your use of the Services, you may upload, post, distribute, disseminate, or send to us content or materials, including but not limited to, photographs, captions, statements, feedback, and other content (collectively, “Member Content”) which we, at our discretion, may make available through the Services. You hereby grant Twill an irrevocable, nonexclusive, transferable royalty-free worldwide right and license to use, distribute, translate, create derivative works from, and store (and you hereby waive all moral rights you may have with respect to) the Member Content (regardless of the medium, technology, or form in which it is used) on or in connection with the Services, including without limitation in connection with the operation, advertising and promotion of the Services. For example, and without in any way limiting the generality of the foregoing sentence, Twill may use the Member Content to promote the Services as part of a book, screen option, demonstration or brochure.
acknowledge and agree that you are solely responsible for the form, content and accuracy of such Member Content;
represent and warrant that (i) Twill’s use of such Member Content does not and will not breach any agreement, violate any law, or infringe any third party’s rights (including without limitation any third party’s intellectual property rights), and (ii) such Member Content is true and accurate in all respects;
agree that Twill is free to use, in any manner, all or part of such Member Content on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else; and
grant Twill all necessary rights, including a waiver of all copyright, trademark, service marks, privacy, right of publicity and moral rights, to use all Member Content, in whole or in part, or as a derivative work, without any duty by Twill to anyone whatsoever.
You are solely responsible for your interactions with other Members including, but not limited to, Members and Third-Party Providers. In the event that you have a dispute with one or more users, Members and/or Third-Party Providers, you hereby release Twill, including, but not limited to, its officers, directors, members, shareholders, agents, affiliates, subsidiaries and employees, from any and all claims, demands and damages of every kind and nature (including without limitation actual, indirect, special, consequential, incidental and punitive), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. Twill reserves the right, but has no obligation, to monitor disputes between you and other users, Members and/or Third-Party Providers.
You agree that you are solely responsible for the Member Content and/or other information that you publish, transmit and/or post by and through the Services. In connection with your use of the Services, you agree not to:
display website links, buttons, banner ads, co-registration paths, copy or processes for generating actions in any Member Content;
display any telephone numbers, street addresses, URLs, e-mail addresses or any other confidential information of any third party;
display any audio files, text, photographs, videos or other images containing confidential information as defined by applicable law;
impersonate any person or entity;
“stalk” or otherwise harass any person;
advertise third-party products and/or services and/or engage in any unauthorized advertising or commercial solicitation of or on behalf of third parties;
transmit any chain letters, spam or junk e-mail;
express or imply that any statements that you make are endorsed by Twill, without our specific prior written consent;
post, distribute or reproduce in any way any copyrighted material, trademarks, service marks, trade secrets, patents, domain names, or other intellectual property or proprietary information without obtaining the prior consent of the applicable owner of such proprietary rights;
remove any copyright, trademark or other proprietary rights notices contained in the Services;
post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or
post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet.
Engaging in any of the aforementioned prohibited practices shall be deemed a material breach of the Agreement and may result in the immediate termination of your Services without notice, in the sole discretion of Twill.
Twill reserves the right to pursue any and all legal remedies against Members (including you) that engage in the aforementioned prohibited conduct.
As a Member, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Services in accordance with the Agreement. Twill may terminate the Agreement and/or the license granted in the foregoing sentence at any time for any reason. Unless otherwise expressly authorized by Twill, you may only use the Services for your own personal use. You may not reproduce in any form or incorporate into any information retrieval system, whether electronic or mechanical, any part of the Services. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Services or any portion thereof. You may not create any “derivative works” or otherwise alter any aspect of the Services. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect Content, Member Content, and/or other information from the Services. You may not exploit any aspect of the Services for any commercial purposes not expressly permitted by Twill in writing. You further agree to indemnify and hold harmless Twill for your failure to comply with this section. Twill reserves all rights not explicitly granted in the Agreement.
All Content and other material posted or made available by and through the Services including, but not limited to, the design, selection, arrangement and coordination of such Services, is owned by, or licensed to, Twill and is protected under applicable copyright, trademark and other proprietary (including, but not limited to, intellectual property) rights. Except as expressly provided in the Agreement, no part of the Services may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Twill’s prior express written consent. Except as expressly provided in the Agreement, you are not granted any rights or license to patents, copyrights, trade secrets, rights of publicity, service marks, trademarks or any other intellectual property rights with respect to any of the Services, any portion thereof, and/or any document, software, services or other materials viewed at or through the same. The posting of information or material by or through the Services by Twill, any Member, or any Third-Party Provider does not constitute a waiver of any right in or to such information and materials. The “Twill” name and logo are trademarks of Twill. All custom graphics, icons and service names are trademarks and/or copyrights of Twill, whether or not registered, recorded or published. All other trademarks are the property of their respective owners. The use of any Twill trademarks, service marks, copyrights, patents, trade secrets, domain names, and/or other intellectual property or proprietary rights without Twill’s express written consent is strictly prohibited.
You agree to indemnify and hold Twill, its parents, affiliates and subsidiaries, and each of their respective members, officers, directors, employees, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, due to or arising out of your use of Services, your breach of the Agreement, or your Member Content, including without limitation any third-party claims of intellectual property infringement (collectively, “Your Indemnification Obligations”).
The provisions of this section are for the benefit of Twill, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
THE SERVICES AND/OR ANY OTHER TWILL PRODUCTS AND/OR SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY AND ALL WARRANTIES, EXPRESS AND/OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, TWILL MAKES NO WARRANTY THAT THE SERVICES AND/OR ANY OTHER TWILL PRODUCTS AND/OR SERVICES:
WILL MEET YOUR NEEDS
WILL BE UNINTERRUPTED, TIMELY, OR COMPLETELY SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED;
WILL HAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SAME, OR AGAINST INFRINGEMENT; AND/OR
WILL RESULT IN ANY SPECIFIC HAPPINESS, MENTAL HEALTH, PSYCHIATRIC OR OTHER BENEFIT OR RELATED OUTCOME EXCEPT AS DESCRIBED IN THE SERVICES OR PRODUCT.
THE SERVICES AND/OR ANY OTHER TWILL PRODUCTS AND/OR SERVICES MAY CONTAIN KNOWN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
TWILL WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TWILL ANY MEMBERS, THIRD-PARTY PROVIDERS OR OTHERWISE THROUGH OR FROM THE SERVICES AND/OR ANY OTHER TWILL PRODUCTS AND/OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TWILL SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PAIN AND SUFFERING, PERSONAL INJURY/WRONGFUL DEATH, LOSS OF INCOME, LOSS OF CONSORTIUM, BUSINESS INTERRUPTION, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TWILL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TWILL ALSO SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR:
THE USE OR THE INABILITY TO USE THE SERVICES AND/OR ANY OTHER TWILL PRODUCTS AND/OR SERVICES;
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER TWILL PRODUCTS AND/OR SERVICES PURCHASED OR OBTAINED FROM OR THROUGH THE SERVICES;
THE FAILURE TO REALIZE ANY SPECIFIC HAPPINESS, MENTAL HEALTH, PSYCHIATRIC OR OTHER BENEFIT OR RELATED OUTCOME; AND
ANY OTHER MATTER RELATING TO THE SERVICES AND/OR ANY OTHER TWILL PRODUCTS AND/OR SERVICES.
THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, SECURITIES LAW VIOLATIONS, BREACH OF CONTRACT, BREACH OF WARRANTY, INTELLECTUAL PROPERTY INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, MEDICAL AND OTHER MALPRACTICE, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE TWILL FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF TWILL TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE SERVICES AND/OR ANY OTHER TWILL PRODUCTS AND/OR SERVICES MAY BE BROUGHT BY YOU OR TWILL MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TWILL. ACCESS TO THE SERVICES AND/OR ANY OTHER TWILL PRODUCTS AND/OR SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS TWILLS LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
The Services contain links to other websites on the Internet that are owned and operated by third parties, including Third-Party Providers. In some instances, these websites may be co-branded, and/or the third parties are entitled to use Twill’s name and logo on their third-party websites. Twill does not control the information, products or services available on these third-party websites. The inclusion of co-branding and/or links does not imply endorsement by Twill of the applicable website or the website’s operators. Because Twill has no control over such websites and resources, you agree that Twill is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from any such websites or for the protection of your data privacy by third parties. Any dealings with, or participation in promotions offered by, advertisers and Third-Party Providers featured on the Site or in connection with the Services, including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the applicable Third-Party Provider, advertiser or other third-party, as applicable. You further agree that Twill shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site or any such dealings or promotions.
Twill reserves the right to terminate the Services of any Member who repeatedly infringes upon third-party copyright rights. If you believe that a copyrighted work has been copied and/or posted on or via the Services in a way that constitutes copyright infringement, you should provide Twill with the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work;
an identification and location on the Services (or otherwise) of the copyrighted work that you claim has been infringed upon;
a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law;
your name and contact information, such as telephone number or e-mail address; and
a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Contact information for Twill’s Copyright Agent for notice of claims of copyright infringement is as follows:
Attn: DMCA/Copyright Agent
114 Fifth Ave, Floor 10, New York, NY 10011
The Agreement shall be treated as though it were executed and performed in New York, New York, and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles).
Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through execution or operation of the Agreement. Headings used in this Agreement are for convenience only and have no legal or contractual significance. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors, heirs, and assigns of both parties, as the case may be. Twill may assign this Agreement in whole or in part at any time without your consent. You may not assign this Agreement or delegate any of your obligations hereunder.
UNDER CALIFORNIA CIVIL CODE SECTION 1789.3, CALIFORNIA USERS ARE ENTITLED TO THE FOLLOWING CONSUMER RIGHTS NOTICE: IF YOU HAVE A QUESTION OR COMPLAINT REGARDING OUR PRODUCTS OR SERVICES, PLEASE CONTACT US AS SET FORTH BELOW OR BY EMAILING US AT SUPPORT@TWILL.HEALTH. CALIFORNIA RESIDENTS MAY REACH THE CALIFORNIA DEPARTMENT OF CONSUMER AFFAIRS, CONSUMER INFORMATION CENTER BY MAIL AT 1625 NORTH MARKET BLVD., SUITE N 112, SACRAMENTO, CA 95834, OR BY TELEPHONE AT (800) 952-5210. THIS SECTION DOES NOT APPLY TO YOU IF YOU ARE NOT A RESIDENT OF THE STATE OF CALIFORNIA IN THE UNITED STATES.
We endeavor to listen to or read, as applicable, every message sent in and to reply promptly to each one. The information that is provided by you is used to respond directly to your questions or comments. If you have any questions about the Agreement, the Twill Services or the practices of Twill, please feel free to contact us at email@example.com.