TW Partners

Legal

Terms of Service

Last updated: June 29, 2026

1. Introduction and Acceptance

These Terms of Service (these “Terms”) govern access to and use of the Services made available by TW Partners LLC, a California limited liability company (“Provider”) to you (“Customer”). By accessing, browsing, registering for, or otherwise using the Services, Customer acknowledges that it has read, understood, and agrees to be bound by these Terms. If Customer does not agree to these Terms, Customer must not access or use the Services.

2. Definitions

For purposes of these Terms, the following capitalized terms have the meanings set forth below. Any term used in the singular includes the plural and vice versa, and any term introduced by the words “including,” “includes,” or “for example” means “including, without limitation.”

“Analytics” means any data processing, benchmarking, aggregation, analysis, graphs, reporting, visualization, modeling, or similar functionality made available through the Services.

“Data” means any information, content, records, files, text, images, audio, video, metadata, usage information, technical information, or other materials submitted to, transmitted through, generated by, or otherwise made available in connection with the Services, including Customer Data, Provider Data and Usage Data.

“Customer Data” means Data that Customer or its Users submit, upload, transmit, store, or otherwise make available to or through the Services.

“Provider Data” means Data, other than Customer Data, that is owned, licensed, developed, collected, generated, or otherwise made available by Provider in connection with the Services.

“Services” means the TW Software and Analytics, including any related websites, applications, dashboards, reports, APIs, documentation, content, and services made available by Provider. Any reference to the Services includes any updates, enhancements, modifications, replacements, or successor versions made available by Provider.

“Subscription” means the right of Customer to access and use the Services during the applicable subscription term, subject to the applicable plan, order form, or other purchasing documentation, if any, and these Terms.

“Third Party Software” means any software, application, code, platform, service, library, component, integration, plug-in, or other technology not provided by Provider, including any open source software, that is used with, integrated into, or accessible through the Services.

“TW Software” means the proprietary software, application, code, platform, service, library, component, integration, plug-in, or other technology developed, owned, or licensed by Provider and used to provide the Services.

“Usage Data” means data and information collected or derived by Provider regarding the access to, operation of, performance of, or use of the Services, including log data, device data, browser data, feature usage, and similar telemetry.

“User” means any individual who accesses or uses the Services on behalf of Customer or through Customer’s account.

3. Eligibility and Authority

3.1 Customer further represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation or organization, if applicable; (b) it has full power and authority to enter into, accept, and perform its obligations under the Terms and to access and use the Services; (c) the individual accepting the Terms or otherwise accessing or using the Services on behalf of Customer has been duly authorized to bind Customer to the Terms and to take all actions contemplated by the Terms; and (d) Customer’s execution, acceptance, and performance of the Terms do not and will not violate any applicable law, regulation, order, or agreement binding on Customer.

3.2 Customer is responsible for ensuring that each User is authorized by Customer to access and use the Services.

3.3 Customer shall promptly notify Provider if any representation or warranty in this section becomes untrue or if Customer’s authority to use the Services is limited, suspended, or terminated for any reason.

3.4 Provider may rely on the foregoing representations and warranties in providing the Services, and any breach of this section constitutes a material breach of the Terms.

4. Services

4.1 Subject to these Terms and Customer’s timely payment of all applicable fees, Provider will make the Services available to Customer during the applicable Subscription term. The Services are designed to aggregate parcel spend data from shipping carriers and to present Analytics based on such data.

4.2 Customer acknowledges and agrees that the Services may include access to TW Software, Analytics, and related functionality, and may permit Customer and its Users to upload, transmit, store, view, analyze, export, or otherwise use Data through the Services. Provider may, from time to time, update, modify, enhance, suspend, or discontinue any feature or component of the Services, provided that Provider will use commercially reasonable efforts to avoid material degradation of the core functionality of the Services during an active Subscription term.

4.3 Customer is responsible for obtaining and maintaining, at its own expense, all equipment, systems, internet access, carrier accounts, shipping account credentials, permissions, and other resources necessary to access and use the Services.

4.4 Provider may collect and use Usage Data and other Data in accordance with these Terms. To the extent any Data is provided by or through a third party, Customer’s representations and warranties regarding such Data are as set forth in Sections 5.3 and 6.

5. Third Party Software and Data Extraction

5.1 The Services may interoperate with or depend on Third Party Software, carrier systems, or other third-party services, or may process raw carrier data or other Data from third-party sources, and to feed such Data into TW Software for purposes of providing the Services. Provider does not control and is not responsible for any Third Party Software, carrier systems, or third-party services, and any use of such items is subject to the applicable third-party terms and conditions. Customer authorizes Provider to exchange Data with such Third Party Software as needed to provide the Services.

5.2 Customer acknowledges and agrees that: (a) the availability, accuracy, completeness, timeliness, and continued operation of any Third Party Software are outside Provider’s control; (b) Provider does not warrant, endorse, or assume responsibility for any Third Party Software or any third-party source from which Data is obtained; and (c) any interruption, modification, suspension, deprecation, access restriction, or termination of Third Party Software or any related third-party service may affect the Services.

5.3 To the maximum extent permitted by law, Provider shall have no liability for any act, omission, failure, outage, inaccuracy, delay, corruption, loss, or unavailability attributable to any Third Party Software or third-party source, except to the extent directly caused by Provider’s gross negligence or willful misconduct. Any Data or Analytics derived from third-party sources through Third Party Software are provided for informational purposes only and may not be relied upon as the sole basis for business, legal, financial, or operational decisions.

5.4 Customer acknowledges that Provider may modify, replace, or discontinue any Third Party Software or data extraction method at any time in its discretion.

6. Customer Data Submission

6.1 Customer may submit, upload, transmit, store, or otherwise make available Data to or through the Services solely in accordance with the Terms and all applicable laws, rules, and regulations. Customer is responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data and for obtaining and maintaining all rights, consents, notices, authorizations, and permissions necessary for Provider to receive, host, process, analyze, transmit, display, and otherwise use Customer Data as contemplated by the Terms. Provider may rely on Customer Data as provided by Customer and has no obligation to independently verify, audit, or validate the accuracy, completeness, or legality of any Data. Customer shall promptly correct or update any Data that becomes materially inaccurate, incomplete, or misleading. Any breach of this Section 6 will be deemed a material breach of the Terms.

6.2 Customer represents and warrants that:

  • Customer has all rights necessary to provide Customer Data to Provider and to permit Provider to process Customer Data in connection with the Services and Analytics;
  • Customer Data does not and will not infringe, misappropriate, or otherwise violate any intellectual property right, privacy right, publicity right, or other right of any person or entity;
  • Customer Data does not and will not contain any material that is unlawful, defamatory, obscene, harassing, abusive, fraudulent, deceptive, or otherwise objectionable, or any malware, viruses, or other harmful code;
  • Customer Data does not and will not include personal information, sensitive personal information, protected health information, payment card data, or other regulated data except to the extent expressly permitted by the Terms and only if Customer has provided all required notices and obtained all required consents and authorizations; and
  • Customer’s submission and use of Customer Data through the Services complies with all applicable data protection, consumer protection, export control, sanctions, and sector-specific laws and regulations.

6.3 Customer acknowledges that Analytics may be generated from Customer Data and may incorporate, combine, or derive insights from Customer Data and Usage Data.

6.4 Customer is solely responsible for maintaining appropriate backup copies of Customer Data. Provider is not obligated to retain Customer Data after the applicable retention period, termination, or expiration of the Subscription, except as required by law or as otherwise set forth in the Terms. Customer acknowledges that deletion or export of Customer Data may be subject to technical limitations and that Provider may retain archival or backup copies for a limited period in accordance with its standard practices and applicable law.

6.5 Customer will not submit to the Services any Data that Customer does not have the right to submit or that would impose on Provider any obligation to comply with special handling, security, or regulatory requirements not expressly agreed to in writing by Provider.

7. Subscription and Fees

7.1 Customer’s access to and use of the Services is provided solely on a monthly Subscription basis, unless otherwise set forth in an applicable order form or other written services or consulting agreement signed by the parties. Each Subscription will commence on the date Customer first gains access to the Services or such other commencement date specified by Provider, and will continue on a month-to-month basis until terminated in accordance with the Terms.

7.2 Customer shall pay all fees applicable to its Subscription as determined by Provider from time to time. If Customer’s account has been set up for automatic payments, Provider may charge Customer automatically and on a recurring basis; no additional consent is required by Customer to charge Customer’s preferred payment method automatically. The fee amount is not specified in these Terms and may be communicated by Provider through the Services, an invoice, pricing page, or other written notice.

7.3 Provider may establish, modify, or discontinue pricing, plan features, usage limits, or billing practices at any time; provided that Provider will give Customer notice of any increase in recurring Subscription fees before the next renewal period. Unless otherwise stated, revised fees will take effect at the start of the next billing cycle following expiration of the notice period, and if Customer does not agree to the revised fees, Customer’s sole remedy is to terminate the Subscription in accordance with these Terms before the revised fees take effect. Continued use of the Services after the effective date of any pricing change constitutes acceptance of the revised fees.

7.4 Customer authorizes Provider, directly or through its payment processor, to charge Customer for all applicable fees, taxes, and other amounts due in connection with the Subscription using the payment method provided by Customer. Customer shall maintain current, complete, and accurate billing and payment information and promptly update such information as necessary. If any payment is declined, reversed, charged back, or otherwise not received when due, Provider may suspend or terminate access to the Services, in whole or in part, until all past due amounts are paid.

7.5 If Customer is required by law to withhold any taxes from any payment, Customer shall timely remit such taxes to the appropriate authority and provide Provider with documentation reasonably sufficient to establish such payment.

8. License and Access Rights

8.1 Subject to Customer’s continued compliance with the Terms, including payment of all applicable fees and observance of any usage limitations, Provider grants Customer, solely during the applicable Subscription term, a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer’s internal purposes and for the benefit of its Users, in each case in accordance with the Terms and any applicable plan, order form, or other purchasing documentation.

8.2 Customer may permit its Users to access and use the Services solely on Customer’s behalf and solely to the extent necessary for Customer’s permitted use of the Services. Customer is responsible for all acts and omissions of its Users and for ensuring that each User complies with the Terms. Customer shall not, and shall not permit any User or third party to: (a) copy, modify, translate, adapt, create derivative works of, or otherwise prepare unauthorized works based on the Services or any Provider Data; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, models, or non-public interfaces of the Services or TW Software; (d) bypass, circumvent, disable, or interfere with any security, access control, rate limit, usage limit, or other technological measure used to protect the Services; (e) use the Services to develop, train, benchmark, or improve any competing product or service, except to the extent expressly permitted in writing by Provider; or (f) access or use the Services in violation of any applicable law, regulation, or third-party right.

8.3 No rights are granted to Customer except as expressly set forth in the Terms, and all rights not expressly granted are reserved by Provider.

8.4 Customer retains all right, title, and interest in and to Customer Data, subject to the license granted to Provider under Section 10 (Intellectual Property).

8.5 Upon expiration or termination of the Subscription or the Terms, the rights granted under this Section will immediately cease, and the Customer’s post-termination obligations are as set forth in Section 16 (Termination).

9. Analytics

9.1 Provider may make Analytics available as part of the Services. Customer acknowledges that Analytics are generated from Data and may be presented in graphical, tabular, dashboard, chart, report, metric, score, model, or other visual or numerical formats, and that the scope, content, format, methodology, frequency, and availability of any Analytics may change from time to time in Provider’s discretion.

9.2 Customer acknowledges and agrees that Analytics may be derived from Customer Data, Provider Data, and other information lawfully available to Provider, and may incorporate aggregation, normalization, de-identification, statistical analysis, benchmarking, or other processing. Customer further acknowledges that Analytics may reflect estimates, trends, correlations, or other outputs that are informational only and are not guarantees or warranties.

9.3 Provider may update, modify, suspend, discontinue, or replace any Analytics feature, methodology, visualization, or output at any time, including to improve functionality, address security or legal requirements, or reflect changes in the Services. Provider will have no liability for any modification, unavailability, or discontinuation of Analytics, except as expressly provided in these Terms.

9.4 Analytics may depend on Third Party Software, third-party data sources, or external services. Customer’s use of any such items is subject to Section 5 (Third Party Software and Data Extraction) and the applicable third-party terms.

9.5 To the extent Analytics include outputs generated by automated or machine learning systems, such outputs may contain errors, omissions, or inaccuracies and may not be suitable for all purposes. Customer is solely responsible for reviewing and independently verifying Analytics before relying on them.

10. Intellectual Property

10.1 As between the parties, Provider retains all right, title, and interest, including all intellectual property and proprietary rights, in and to the Services, the TW Software, the Analytics, the Provider Data, the security measures, and all improvements, enhancements, modifications, derivative works, updates, upgrades, bug fixes, patches, configurations, customizations, documentation, and other technology or materials developed, created, or provided by or on behalf of Provider in connection with the Services, whether or not specifically requested, paid for, or developed in collaboration with Customer.

10.2 As between the parties, Customer retains all right, title, and interest in and to Customer Data, subject to the rights and permissions granted to Provider under these Terms. Customer grants Provider and its service providers a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license during the term of the Subscription and thereafter to the extent necessary to: (a) host, store, reproduce, transmit, display, perform, process, analyze, modify, adapt, translate, and otherwise use Customer Data to provide, maintain, secure, support, and improve the Services and to perform Analytics; (b) generate, use, and disclose Usage Data and aggregated or de-identified data for Provider’s lawful business purposes, including product development, analytics, benchmarking, quality assurance, and marketing; and (c) comply with applicable law and enforce these Terms.

10.3 To the extent Customer or any User provides suggestions, ideas, enhancement requests, feedback, recommendations, or other comments relating to the Services, TW Software, or Analytics, Customer hereby assigns, and shall cause its Users to assign, to Provider all right, title, and interest in and to such feedback, including all associated intellectual property rights, and Provider may use, disclose, reproduce, license, or otherwise exploit such feedback without restriction or obligation to Customer.

11. Confidentiality

11.1 Each party may, in connection with the Terms, receive or have access to non-public information of the other party, whether disclosed orally, visually, electronically, in writing, or in any other form, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including Data, business, technical, operational, product, security, pricing, marketing, financial, and strategic information, and any other information marked or identified as confidential or that should reasonably be understood to be confidential (collectively, “Confidential Information”).

11.2 Each party, as the receiving party, shall: (a) use the disclosing party’s Confidential Information solely as necessary to perform or exercise its rights and obligations under the Terms; (b) protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than a commercially reasonable degree of care; (c) not disclose the disclosing party’s Confidential Information to any third party except to its employees, contractors, professional advisors, affiliates, and service providers who have a need to know such information for purposes consistent with the Terms and who are bound by confidentiality obligations at least as protective as those set forth herein; and (d) be responsible for any breach of this Section by any person or entity to whom it discloses Confidential Information.

11.3 The obligations in this Section shall not apply to information that the receiving party can demonstrate by competent written evidence: (i) is or becomes publicly available through no breach of the Terms or other wrongful act of the receiving party; (ii) was lawfully known to the receiving party without restriction before receipt from the disclosing party; (iii) is lawfully received from a third party without breach of any obligation of confidentiality; or (iv) was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

11.4 If the receiving party is required by law, regulation, court order, or other legal process to disclose any Confidential Information, it may do so, provided that, to the extent legally permitted, it gives the disclosing party prompt written notice and reasonably cooperates, at the disclosing party’s expense, with any lawful efforts to seek protective treatment or limit disclosure. If notice is prohibited by law or legal process, the receiving party shall use commercially reasonable efforts to obtain permission to notify the disclosing party before disclosure.

11.5 Upon the disclosing party’s written request or upon termination or expiration of the Terms, the receiving party shall promptly return or destroy the disclosing party’s Confidential Information in its possession, except that the receiving party may retain copies to the extent required by applicable law, regulation, bona fide internal compliance policies, or routine backup or archival systems, provided that any retained information remains subject to this Section for so long as it is retained and is not accessed except as required for legal, regulatory, or compliance purposes.

11.6 Each party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be an insufficient remedy, and the disclosing party shall be entitled to seek injunctive or other equitable relief, in addition to any other rights and remedies available at law or in equity, without the necessity of posting bond or proving actual damages to the extent permitted by law.

11.7 For purposes of the Terms, Provider may disclose Customer’s Confidential Information to its affiliates, subcontractors, and service providers to the extent necessary to provide the Services, enforce the Terms, or protect the security, integrity, or availability of the Services, subject to confidentiality obligations no less protective than those set forth herein.

12. Data Security and Privacy

12.1 Customer is responsible for maintaining the confidentiality and security of all account credentials and for all activities that occur under Customer’s account or through its Users. Customer will promptly notify Provider of any actual or reasonably suspected unauthorized access to or use of Customer’s account, credentials, or Customer Data, or any other security incident affecting the Services that Customer becomes aware of.

12.2 Provider’s processing of personal information, if any, is subject to this Privacy Policy, which is incorporated into these Terms by reference and will control to the extent of any conflict with these Terms.

13. Customer Indemnity

13.1 Customer will defend, indemnify, and hold harmless Provider, its affiliates, and each of their respective officers, directors, managers, members, partners, employees, agents, licensors, successors, and assigns from and against any and all third-party claims, demands, actions, suits, proceedings, investigations, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to:

  • Customer Data, including any allegation that Customer Data, or Customer’s submission, upload, transmission, storage, use, or provision of Customer Data through the Services, infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, publicity right, confidentiality obligation, or other right of any person or entity;
  • Customer’s or any User’s breach of the Terms, including any breach of Customer’s representations, warranties, covenants, or obligations under the Terms;
  • Customer’s or any User’s violation of applicable law, rule, regulation, or order, including any violation arising from Customer’s use of the Services or any Data in connection with the Services;
  • Customer’s or any User’s use of the Services in a manner not authorized by the Terms, or in combination with any Third Party Software, systems, data, content, or services not provided by Provider, to the extent the claim would not have arisen but for such use or combination; and
  • any claim arising from or relating to instructions, configurations, integrations, or materials provided by Customer or any User to Provider in connection with the Services.

13.2 Provider will promptly notify Customer of any claim for which Provider seeks indemnification; provided, however, that Provider’s failure to provide prompt notice will not relieve Customer of its indemnity obligations. Provider may, at its option, participate in the defense of any claim with counsel of its choosing at its own expense, but Customer will control the defense and settlement of the claim, subject to the following: Customer may not settle any claim without Provider’s prior written consent.

13.3 If any portion of the Services is, or in Provider’s reasonable opinion is likely to be, the subject of an infringement or misappropriation claim, Provider may, at its option and expense: (i) procure the right for Customer to continue using the affected portion of the Services; (ii) modify the affected portion so that it becomes non-infringing without materially reducing its functionality; or (iii) if neither of the foregoing is commercially reasonable, terminate the affected portion of the Services and, if applicable, refund any prepaid fees for the unused portion of the Subscription for the affected Services. This paragraph states Customer’s sole and exclusive remedies with respect to claims covered by this clause.

14. Disclaimer of Warranties

14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL TW SOFTWARE, ANALYTICS, PROVIDER DATA, DOCUMENTATION, CONTENT, AND ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE BY PROVIDER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER ACKNOWLEDGES THAT ITS AND EACH USER’S USE OF THE SERVICES IS AT CUSTOMER’S AND SUCH USER’S SOLE RISK.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

14.3 WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT WARRANT THAT:

  • THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS;
  • ANY DATA, OUTPUT, RESULTS, ANALYTICS, RECOMMENDATIONS, ESTIMATES, FORECASTS, OR OTHER INFORMATION OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, USEFUL, OR SUITABLE FOR ANY PARTICULAR PURPOSE;
  • ANY DEFECTS, ERRORS, OR FAILURES WILL BE CORRECTED;
  • THE SERVICES, SERVERS, OR ANY DATA TRANSMITTED IN CONNECTION WITH THE SERVICES WILL BE FREE FROM UNAUTHORIZED ACCESS, LOSS, ALTERATION, DESTRUCTION, OR DISCLOSURE; OR
  • THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, SYSTEM, NETWORK, BROWSER, DEVICE, OR THIRD PARTY SOFTWARE.

14.4 ANY MATERIALS, INFORMATION, OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES ARE ACCESSED AT CUSTOMER’S AND EACH USER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S OR ANY USER’S PROPERTY, INCLUDING ANY DEVICE OR SYSTEM, OR FOR ANY LOSS OF DATA THAT RESULTS FROM SUCH ACCESS OR USE.

14.5 NO ADVICE, INFORMATION, OR STATEMENT, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROVIDER OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. TO THE EXTENT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE FOREGOING EXCLUSIONS MAY NOT APPLY TO CUSTOMER, AND IN SUCH EVENT SUCH WARRANTIES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

15. Limitation of Liability

15.1 To the maximum extent permitted by applicable law, in no event will Provider, its affiliates, and each of their respective officers, directors, members, managers, employees, contractors, agents, licensors, and suppliers be liable to Customer, any User, or any other person for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, use, or other intangible losses, arising out of or relating to the Services, the Terms, any Subscription, any Data, or any use of, inability to use, or performance of the Services, whether based on warranty, contract, tort (including negligence), strict liability, statute, or any other legal theory, and whether or not Provider has been advised of the possibility of such damages.

15.2 To the maximum extent permitted by applicable law, Provider will not be liable for any damages, losses, or liabilities arising out of or relating to: (a) any interruption, suspension, unavailability, delay, or failure of the Services; (b) any errors, inaccuracies, omissions, defects, bugs, viruses, malware, or other harmful code in the Services or any Third Party Software; (c) any unauthorized access to, use of, or alteration of Data or Customer systems; (d) any acts or omissions of Customer, any User, any third party, or any Third Party Software; (e) any content, materials, instructions, or Data provided by Customer or any User; (f) any decisions made or actions taken by Customer or any User in reliance on the Services or Analytics; or (g) any suspension or termination of access to the Services in accordance with the Terms.

15.3 To the maximum extent permitted by applicable law, Provider’s total aggregate liability arising out of or relating to the Services, the Terms, any Subscription, or any claim of any kind, whether based on warranty, contract, tort (including negligence), strict liability, statute, or any other legal theory, will not exceed the greater of: (a) the amounts actually paid by Customer to Provider for the Services giving rise to the claim during the twelve (12) months immediately preceding the event first giving rise to the claim; or (b) one hundred dollars (US$100). The existence of more than one claim will not enlarge this limit.

15.4 The limitations and exclusions in this clause apply to the fullest extent permitted by law, but do not apply to: (i) Customer’s payment obligations; (ii) Customer’s breach of its confidentiality obligations, misuse of Provider’s intellectual property, or violation of the restrictions on use of the Services; or (iii) liability that cannot be limited or excluded under applicable law.

16. Termination

16.1 Customer may cancel its Subscription at any time. In order to avoid being charged for an additional Subscription period, Customer must cancel its Subscription prior to the Subscription renewal date. Customer may cancel any time via the dashboard or by contacting us. Upon cancellation of Subscription, Customer will continue to have access until the conclusion of its then-current Subscription period. After the conclusion of the then-current Subscription period, access to the Services, including Analytics, may become immediately disabled and Customer Data may become immediately inaccessible, deleted, or removed. In the event of Customer cancellation, Provider has no responsibility for any losses incurred by Customer for its inability to access portions of the TW Software or any Customer Data or Analytics stored in such portions of the TW Software.

16.2 Provider may suspend or terminate Customer’s access to the Services, in whole or in part, at its sole discretion and for any reason, including if: (a) Customer or any User materially breaches these Terms; (b) Provider reasonably determines that Customer’s or any User’s use of the Services poses a security risk, interferes with the integrity or operation of the Services, or could subject Provider or any third party to liability; (c) Customer fails to pay any undisputed amount when due; or (d) required by law or a governmental authority.

16.3 Upon expiration or termination of the Subscription or these Terms for any reason: (a) Customer’s and each User’s right to access and use the Services will immediately cease; (b) Customer will promptly discontinue all use of the Services and, if applicable, uninstall or remove any TW Software or components in its possession or control; and (c) Customer will remain responsible for all fees and charges accrued through the effective date of termination, and any fees paid in advance for the then-current monthly Subscription term are non-refundable except as expressly required by law or stated otherwise in writing by Provider.

17. Changes to Terms

17.1 Provider may modify, update, or replace these Terms from time to time in its discretion, including to reflect changes in the Services, applicable law, security requirements or Provider’s business practices. Unless Provider specifies a later effective date, revised Terms will become effective on the date they are posted or otherwise communicated to Customer.

17.2 Customer’s continued access to or use of the Services after the effective date of any revised Terms constitutes Customer’s acceptance of the revised Terms. If Customer does not agree to the revised Terms, Customer must stop using the Services before the revised Terms become effective, and Customer’s sole remedy is to discontinue use of the Services and, if applicable, terminate the Subscription in accordance with the Terms.

17.3 If there is any conflict between a revised version of the Terms and any prior version, the revised version will control from and after its effective date.

18. Governing Law and Arbitration

18.1 These Terms and any claim, dispute, or controversy arising out of or relating to these Terms, the Services, the Subscription, or the relationship of the parties shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

18.2 Subject to any mandatory arbitration provision set forth in these Terms, the parties irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located in San Diego, California, for any action, suit, or proceeding arising out of or relating to these Terms, the Services, the Subscription, or the relationship of the parties, including any dispute requiring injunctive relief, dealing with confidential information, or relating to intellectual property. Each party waives any objection to such courts based on lack of personal jurisdiction, improper venue, or forum non conveniens. Each party waives any right to a jury trial to the fullest extent permitted by law, if and to the extent a jury trial waiver is enforceable in the applicable proceeding.

18.3 Each paid Customer of the Services agrees that any dispute relating in any way to Customer’s use of the Services shall be submitted to confidential binding arbitration. If there is a dispute about whether this arbitration provision can be enforced or applies to the dispute, the parties agree that the arbitrator will decide that issue.

18.4 Arbitration under these Terms is under the Federal Arbitration Act which governs the interpretation and enforcement of this provision. The arbitration will be administered by JAMS Arbitration in accordance with their arbitration rules (the “Rules”) then in effect, found at https://www.jamsadr.com/. Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules; the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The location of the arbitration shall be San Diego, California. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class action proceedings or otherwise. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever banned. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration, Customer agrees that any actions shall be brought solely in a court of competent jurisdiction located within San Diego, California.

18.5 Each unpaid Customer or unregistered visitor of this website agrees that any disputes shall be resolved by a court of competent jurisdiction located solely within San Diego, California.

18.6 Paid Customers may opt out of binding arbitration within thirty (30) days of accepting these Terms by sending a written notice to Provider. This notice must include the Customer’s name, account information, and a clear statement of the intent to opt out of arbitration.

18.7 CUSTOMER UNDERSTANDS AND AGREES THAT EACH PARTY MAY BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). CUSTOMER UNDERSTANDS AND AGREES THAT EACH PARTY IS WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.

18.8 Notwithstanding any other provision of these Terms, the arbitration provisions or any associated rules or the disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any dispute, the class, collective, and/or representative action on such dispute must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other claims to the fullest extent possible.

19. Miscellaneous

19.1 Assignment. Customer may not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under the Terms, whether voluntarily, by operation of law, or otherwise, without the prior written consent of Provider. Provider reserves the right to assign or transfer its rights and obligations under these Terms at its discretion and without restriction. Any purported assignment or transfer in violation of this paragraph will be null and void.

19.2 Force Majeure.Neither party will be liable for any delay or failure in performance to the extent caused by an event or circumstance beyond its reasonable control, including acts of God, flood, fire, earthquake, epidemic, pandemic, natural disaster, war, terrorism, civil unrest, labor dispute, strike, governmental action, embargo, utility failure, internet or telecommunications failure, or failure of third-party hosting, cloud, or infrastructure providers, except to the extent the affected event or circumstance was caused by the non-performing party’s gross negligence or willful misconduct. Payment obligations accrued before the force majeure event are not excused.

19.3 Severability.If any provision of the Terms is held to be invalid, illegal, or unenforceable in any respect under applicable law, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect. If necessary to preserve the parties’ intent, the invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

19.4 Waiver. No failure or delay by either party in exercising any right, remedy, power, or privilege under the Terms will operate as a waiver of that or any other right, remedy, power, or privilege. No waiver will be effective unless in writing and signed by the party against whom the waiver is asserted. A waiver on one occasion will not be deemed a waiver of any other or subsequent occasion.

19.5 Survival. Any provision that by its nature should survive termination will survive, including provisions relating to payment obligations, ownership and intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and any accrued rights or obligations.

19.6 Entire Agreement. The Terms, together with the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter of the Terms and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to that subject matter.

19.7 Notices.Except as otherwise expressly permitted in the Terms, all notices, consents, approvals, and other communications required or permitted under the Terms must be in writing and will be deemed given: (i) when delivered personally; (ii) when sent by recognized overnight courier with written confirmation of receipt; (iii) when sent by email, upon transmission if sent during the recipient’s normal business hours and no bounce-back or error message is received, and otherwise on the next business day; or (iv) when mailed by certified or registered mail, return receipt requested, postage prepaid, upon receipt. Notices to Provider must be sent to TW Partners LLC, 2045 Chateau Court Chula Vista, CA, 91913, or to any other address or email address Provider designates in writing. Notices to Customer may be sent to the email address associated with Customer’s account or to any other address Customer designates in writing. Customer is responsible for keeping its contact information current. Notices sent by email to Customer will be deemed received by Customer and each User authorized under Customer’s account.

19.8 Nothing in the Terms creates any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.