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Terms of Use

Terms of Use

Effective August 28, 2025, version 2.0

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

1. Definitions

The following definitions shall have the same meaning regardless of whether they appear in singular or in plural. For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

  • Account means a unique account created for You to access our Service or parts of our Service.

  • Company (referred to as either "the Company", "We", "Us" or "Our", "Twocents" in this Agreement) refers to Twocents.ai Ltd, 251 Little Falls Drive, Wilmington, New Castle County, DE 19808.

  • Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.

  • Promotions refer to contests, sweepstakes or other promotions offered through the Service.

  • App Distributors refers to the Apple, Inc. ("Apple") App Store or Google LLC ("Google") Play Store

  • App refers to the Twocents.ai application available via App Distributors

  • Service refers to the Twocents.ai application available either on the website at https://twocents.ai or via App.

  • Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.

  • Subscription fee refers to the payment for purchasing a subscription.

  • Paid Plan refers to the Services that are only available when You pay a Subscription fee

  • Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.

  • Third-party Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

  • Website or Site refers to the Twocents.ai website, accessible from https://www.twocents.ai

  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

  • Twocents User ID refers to the username You create when registering or signing up for the Service

  • AI Services refers to the services that Twocents offers that incorporate or are powered by artificial intelligence technology & possibly trained on historical data (for example, the AI Assistants).

  • Content refers to the materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth

  • User Submissions refers to any Content You post, upload, share, store, or otherwise provide through the Services.

  • Personal Submission refers to any User Submission You share, post, upload, store or otherwise provide through the Services in Your own personal Twocents account, in a manner that is not viewable by any other user except You.

  • Limited Audience User Submission refers to any User Submission shared in a manner that only certain specified users can view (for example, a private message to one or more other users)

  • Public User Submission refers to any User Submission shared publicly on the Services and/or in a manner that more than just You or certain specified users can view, or if You provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services

2. Acknowledgement & Agreement to our Terms

These Terms constitute a binding agreement between You and Twocents. By using the Services in any manner, You agree to be bound by these Terms, which remain effective throughout Your use. These Terms incorporate the Privacy Policy by reference.

Twocents may modify these Terms at any time to reflect updates or improvements to the Services. We will notify You of material changes by posting a notice on our website and/or sending an email. Your continued use of the Services after such changes constitutes Your acceptance of the revised Terms.

If You do not agree to the updated Terms, You must discontinue use of the Services. No other modifications to these Terms shall be valid unless made in writing and signed by both You and Twocents.

3. Privacy

Twocents values user privacy and incorporates the Privacy Policy by reference. By using the Services, You consent to the terms of our Privacy Policy. For the current Twocents' Privacy Policy, please click here

The Services are hosted in the United States. If You access the Services from outside the U.S., You expressly consent to transfer and processing of Your personal data in the U.S., where data protection laws may differ.

We do not knowingly collect personal information from individuals under 18 years of age. Users under 18 must not attempt to register or submit personal data. If We discover that We have collected personal data from a user under 18, We will delete such data promptly. Users aware of underage data submission should contact support@twocents.ai.

4. Financial Advice Disclaimer

Twocents is not a registered financial advisor, broker-dealer, or legal professional and does not provide personalized financial, investment, tax, or legal advice. The Services, including AI-powered features, are for informational purposes only and do not constitute investment, tax, legal, or financial planning advice or recommendations.

Our Services do not qualify as investment advisory services under federal or state securities laws. We are not subject to fiduciary duties applicable to registered advisors, and different regulatory standards may apply in Your jurisdiction.

You acknowledge that past performance data used in AI models does not guarantee future results. Market conditions can change rapidly and unpredictably, and inherent risks in financial markets cannot be eliminated by AI.

Tax laws vary by jurisdiction and are subject to frequent change. Legal implications of financial decisions require consultation with qualified professionals. You should rely on Your own judgment and consult appropriate financial, tax, and legal advisors before making any financial decisions based on information from our Services.

We disclaim all liability for any tax penalties, legal consequences, losses, or damages arising from Your reliance on the information provided.

5. User Accounts

You are required to sign up for an account and select a password and Twocents User ID.

By using the Services, You represent and warrant that all registration information You provide is true, accurate, current, and complete, and You will promptly update it as necessary.

You may not choose a User ID that You lack the right to use, impersonate others, violate third-party rights, or is offensive, vulgar, or obscene. Account transfers are prohibited without prior written consent.

You represent and warrant that You are of legal age to form a binding contract. The Services are for Your personal, non-commercial use only and must be used in compliance with applicable laws. You shall not access the Services by automated or non-human means (e.g., bots, scripts).

You must keep Your account and password confidential and are responsible for all activity under Your account. You agree to notify Twocents immediately upon any unauthorized use or security breach.

6. User Representation

Unless specifically disclosed, You acknowledge and agree that We are not a financial institution (as such term is defined in the Gramm-Leach-Bliley Act, 15 USC §§ 6801 et seq., the "GLBA"), consumer reporting agency (as such term is defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681a(d), the "FCRA"), creditor, credit repair company, credit counselor, debt consolidator, debt adjustor, loan servicer, or investment advisor or broker, or a "furnisher" of information to consumer reporting agencies, and that the Services are not a "consumer report" (as such term is defined in the FCRA). Any information provided to You through the Services is not intended to provide investment, financial, insurance, accounting, legal, tax, or any other kind of professional advice or services, and nothing on this website should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any purchase decision, security, insurance policy, or investment strategy.

You also agree that You understand that Twocents is not affiliated with any credit reporting agency, and that Twocents bears no authority to evaluate Your eligibility for any of the following products, services or transactions: (1) credit or insurance to be used primarily for personal, family or household purposes; (2) employment purposes; (3) a license or other benefit granted by a government agency; or (4) any other product, service or transaction in connection with which a consumer report may be used under the FCRA or any similar state statute, including without limitation apartment rental, check-cashing, or the opening of a deposit or transaction account; or (B) to take any "adverse action," as that term is defined in the FCRA. If Your use of the Services is prohibited by applicable laws, then You are not authorized to use the Services. We can't and won't be responsible for Your using the Services in a way that breaks the law.

You represent, warrant, and agree that You will not contribute any Content or User Submission (each of those terms is defined above) or otherwise use the Services or interact with the Services in a manner that:

  • Infringes or violates the intellectual property rights or any other rights of anyone else (including Twocents).

  • Violates any law or regulation, including but not limited to any applicable export control laws, privacy laws, the FCRA, and the GLBA.

  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.

  • Jeopardizes the security of Your Twocents account or anyone else's (such as allowing someone else to log in to the Services as You).

  • Attempts, in any manner, to obtain the password, account, or other security information from any other user.

  • Violates the security of any computer network or cracks any passwords or security encryption codes.

  • Runs Maillist, Listserv, any form of autoresponder or "spam" on the Services, or any processes that run or are activated while You are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure).

  • "Crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means).

  • Copies or stores any significant portion of the Content.

  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

You further represent and warrant that You are only providing information about Your own credit, accounts, assets, liabilities, and other financial information, and that You have all necessary rights and authorizations to provide any information that is submitted to Twocents by You or third-party providers authorized by You. A violation of any of the foregoing is grounds for termination of Your right to use or access the Services.

7. AI-Powered Services

AI Services generate information using machine learning on historical data. You acknowledge that AI outputs are probabilistic estimates, not guarantees, and may contain errors, outdated data, or inconsistencies, as they may not reflect current market conditions.

You acknowledge that AI Services have inherent technical limitations. The AI models are trained on datasets with fixed cutoff dates that may include biases, errors, or incomplete information. AI responses may not reflect real-time data or recent regulatory changes. No AI output is guaranteed accurate; errors, inconsistencies, and "hallucinations" of plausible but incorrect information may occur despite best efforts. Confidence levels are estimates, not assurances.

Your interactions with AI Services may be used to improve the models under our Privacy Policy. Personal financial data will be anonymized prior to training. We employ safeguards to prevent Your personal data from appearing in others' responses, but cannot guarantee absolute protection.

8. Subscriptions and Payments

By enrolling in a Paid Plan, You agree to pay the applicable Subscription Fee to the credit card You provide. Subscription Fees are generally non-refundable unless otherwise agreed by Twocents.

Paid Plans automatically renew according to the selected term-monthly or annual-without prior notice. To avoid auto-renewal, You must cancel via the Site or App at least one (1) day before the renewal date.

If Your payment method fails (e.g., expired card, insufficient funds, or chargeback), We may retry payment attempts. Failure to collect payment after reasonable efforts may result in suspension or termination of Paid Plan access, withholding premium features until outstanding amounts are paid. Your data will remain available for 30 days post-suspension; thereafter, Your Subscription will be terminated. You must contact Us before initiating any chargeback; if a chargeback is reversed in our favor, You remain liable for the charge and any related fees.

By providing a payment method, You authorize Twocents and its payment processors to charge this method for all Subscription Fees, taxes, and other amounts due under these Terms. You agree to maintain current payment information and promptly notify Us of any changes. Payment processing is handled by third parties and subject to their terms; Twocents is not liable for third-party errors but will assist in billing disputes.

Twocents may modify Subscription Fees upon notice, with such changes effective only after Your current term ends. To reject fee changes, You must cancel the Paid Plan before the current term expires. You may cancel Your Paid Plan at any time; however, paid fees are generally non-refundable unless otherwise agreed.

Twocents reserves the right to charge fees for any or all Services and may update pricing with notice via email or Site/App posting. Continued use following such notice constitutes acceptance of new charges.

At its sole discretion, Twocents may offer trial periods, which may be free or for a one-time fee. Subscriptions do not automatically commence after trials; You must actively subscribe by confirming Your choice. Failure to activate a Paid Plan after trial completion results in loss of paid services access and deletion of Your data 30 days later. You may subscribe at any time during the trial. Charges apply only after trial conclusion.

Any use of free trials or promotions must comply with specified time limits. If You cancel before the trial ends but are incorrectly charged, contact support immediately at support@twocents.ai.

Any Promotions made available through the Service may be governed by rules that are separate from these Terms. If You participate in any Promotions, please review the applicable rules as well as our Privacy policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

9. Mobile Application

These Terms apply to Your use of all the Services, including the App available via the App Distributors, Apple, Inc. ("Apple") App Store and Google LLC ("Google") Play Store but the following additional terms also apply to the App:

  • Both You and Twocents acknowledge that the Terms are concluded between You and Twocents only, and not with the App Distributor, and the App Distributor are not responsible for the App or the Content.

  • The App is licensed to You on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for Your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services.

  • You will only use the App in connection with a device that You own or control.

  • You acknowledge and agree that the App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

  • In the event of any failure of the App to conform to any applicable warranty, including those implied by law, You may notify the App Distributor of such failure; upon notification, the App Distributor's sole warranty obligation to You will be to refund to You the purchase price, if any, of the App.

  • You acknowledge and agree that Twocents, and not the App Distributor, is responsible for addressing any claims You or any third party may have in relation to the App.

  • You acknowledge and agree that, in the event of any third-party claim that the App or Your possession and use of the App infringes that third party's intellectual property rights, Twocents, and not the App Distributor, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim.

  • You represent and warrant that You are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that You are not listed on any U.S. Government list of prohibited or restricted parties.

  • Both You and Twocents acknowledge and agree that, in Your use of the App, You will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and

  • Both You and Twocents acknowledge and agree that the App distributor or their subsidiaries are third party beneficiaries of these Terms, and that upon Your acceptance of these Terms, the App Distributor will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as the third-party beneficiary hereof.

10. Intellectual Property & Copyright

10.1 Intellectual Property

Twocents.ai is a trademark of Twocents.

The Content are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content You access through the Services, and You won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by You, (a) without the prior consent of the owner of that Content or (b) in a way that violates someone else's (including Twocents's) rights.

You understand that Twocents owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow You to copy or download certain Content; please remember that just because this functionality exists, doesn't mean that all the restrictions above don't apply.

10.2 Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at support@twocents.ai and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright.

10.3 DMCA Notice & Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.

  • A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.

  • Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.

  • Your address, telephone number, and email address.

  • A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

  • A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

To learn more about the DMCA, click here. You can contact our copyright agent via email at support@twocents.ai .

Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

11. User Submissions & Content

You may post, upload, share User Submissions on the Services and are solely responsible for its legality, accuracy, and appropriateness, as well as for all activities on Your account, including those by third parties using it. You agree not to post User Submissions that is unlawful, offensive, defamatory, obscene, harmful, infringing, impersonating others, violating privacy, or otherwise objectionable. Examples include but are not limited to:

  • Illegal or promoting illegal activity

  • Defamatory or discriminatory content

  • Spam, unauthorized advertising, or solicitations

  • Viruses, malware, or harmful code

  • Infringement of intellectual property or proprietary rights

  • Impersonation of any person or entity

  • Violation of privacy rights

  • False or misleading information

Twocents may, at its sole discretion, review, remove, modify, or refuse any User Submission that violates these Terms or is otherwise objectionable and may limit or revoke access to the Services accordingly. Since We cannot control all User Submissions, You use the Services at Your own risk. Twocents disclaims all liability for any User Submissions, including errors or omissions, and any loss or damage arising from use of such User Submission.

You represent and warrant that You own or have the necessary rights to post Your User Submission and that such posting does not infringe any third-party rights, including privacy, publicity, copyright, or contractual rights.

By submitting User Submission, You grant Twocents a royalty-free, worldwide, perpetual, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, perform, and display such User Submission as necessary to provide and promote the Services, subject to our Privacy Policy regarding personally identifiable information.

For Personal Submissions, this license allows Twocents to make Your User Submission accessible to You.

For Limited Audience Submissions, it also allows Twocents to share Your User Submission with specified users and grants those users a license to access and use it as permitted by the Services.

For Public Submissions, the license extends to making Your User Submission accessible to all users and to any other uses related to Twocents' business, with an effort to notify You if used beyond displaying on the Services. Other users also receive a license to access and use such User Submission as permitted.

Upon account deletion, Twocents will cease displaying Your User Submissions (except Public Submissions, which may remain visible). However, complete deletion from records may not be possible, and Your User Submission may persist if copied or stored by others.

You acknowledge that Twocents may modify Your User Submissions as needed to comply with technical requirements of networks, devices, services, or media, with this license covering such modifications.

Twocents reserves the right to collect, compile, and use aggregated user submissions including financial data, that does not contain personally identifiable information ("Non-PII Data") for any analytical, research, product development, or business purposes. Such Non-PII Data may be used in an anonymized or aggregated form and may be shared with third parties solely for these purposes, without further consent or compensation to the users.

12. Limitations of Liability

To the fullest extent permitted by applicable law, neither Twocents nor its suppliers, affiliates, officers, directors, employees, agents, or licensors shall be liable for any special, incidental, indirect, consequential, or punitive damages, including but not limited to, loss of profits, loss of data, business interruption, personal injury, or invasion of privacy, arising out of or related to Your use of or inability to use the Services, AI-powered features, or any third-party software or hardware associated therewith, even if Twocents or its representatives have been advised of the possibility of such damages or if any remedy herein fails of its essential purpose.

Twocents expressly disclaims all liability for any financial losses, investment losses, or opportunity costs incurred in connection with Your use of or reliance upon the Services and AI-generated information, including but not limited to, errors, inaccuracies, outdated information, AI hallucinations, technical malfunctions, missed opportunities, timing-related losses, or interruptions affecting time-sensitive decisions. This disclaimer applies irrespective of foreseeability or prior notice.

Notwithstanding the foregoing, in no event shall the aggregate liability of Twocents and its suppliers exceed the total amount You have paid Twocents for the Services during the twelve (12) months immediately preceding the claim, or One Hundred United States Dollars (USD 100) if You have not made any payments.

Certain jurisdictions do not permit the exclusion or limitation of implied warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, the above limitations may not fully apply to You, and in such jurisdictions, Twocents' liability shall be limited to the greatest extent permitted by applicable law.

13. Third Party Websites & Content

The Services may contain links or connections to third-party websites or services not owned or controlled by Twocents. You acknowledge and accept the risks of accessing such third-party sites. Twocents has no control over and disclaims all liability for the content, accuracy, privacy practices, or opinions of any third party. You are urged to review the terms and privacy policies of any third-party websites You visit.

All interactions, transactions, and agreements with third parties accessed through the Services are solely between You and those parties. Twocents is not responsible for any loss, damage, or disputes arising from such dealings.

In the event of any dispute between users or with third parties, Twocents is under no obligation to intervene. You hereby release Twocents, its officers, employees, agents, and successors from any claims or damages arising from such disputes.

14. Modifications & Interruptions

Twocents may modify, suspend, limit, or discontinue all or any part of the Services at any time, including adding or removing features, at its sole discretion and without prior notice. While We will attempt to notify You of material changes that adversely affect You, such notice may not always be practical.

We reserve the right to remove any Content from the Services at any time, for any reason, including alleged violations of these Terms, without notice.

Twocents shall not be liable to You or any third party for any modification, suspension, discontinuance, or unavailability of the Services, or for any interruption, delay, or errors arising from maintenance or technical issues or events of Force Majeure. You acknowledge that the Services may be unavailable from time to time and that Twocents has no obligation to maintain, support, or provide updates, corrections, or releases to the Services. To the fullest extent permitted by applicable law, Twocents shall not be liable for any damages arising from such issues.

15. Services Management

Twocents reserves the right, but is not obligated, to (1) monitor the Services for violations of these Terms; (2) take legal action, including reporting to authorities, against any user who violates applicable law or these Terms; (3) refuse, restrict, limit, or disable access to any Contributions or Content at its sole discretion; (4) remove or disable any files or Content that are excessive in size or burdensome to the Services without notice or liability; and (5) otherwise manage the Services to protect its rights, property, and ensure proper operation.

16. Termination

You're free to terminate at any time, through Your user settings. Please refer to our Privacy Policy, as well as the licenses above, to understand how We treat information You provide to Us after You have stopped using our Services.

Twocents reserves the sole discretion to deny access to, terminate or suspend use of the Services, including blocking IP addresses, and delete associated Content and User Submissions, without prior notice or liability, for any reason or no reason, including breaches of these Terms or applicable law.

Termination may result in loss of Your Content; You are responsible for backing up important information. We will attempt to provide advance notice when practicable, except where doing so is unlawful, unsafe, or otherwise detrimental to Twocents' rights or property.

If We terminate or suspend Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your account, We reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

If You have deleted Your account by mistake, contact Us immediately at support@twocents.ai.- We will try to help, but unfortunately, We can't promise that We can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination.

17. Disclaimers

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

18. Indemnification

You agree to defend and indemnify and hold Twocents, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (a) Your use of the Services (including any actions taken by a third party using Your account), and (b) Your violation of these Terms. (c) any breach of Your representations and warranties set forth in these Legal Terms; (d) Your violation of the rights of a third party, including but not limited to intellectual property rights; or (e) any overt harmful act toward any other user of the Services with whom You connected via the Services.

In the event of such a claim, suit, or action ("Claim"), We will attempt to provide notice of the Claim to the contact information We have for Your account (provided that failure to deliver such notice shall not eliminate or reduce Your indemnification obligations hereunder). Notwithstanding the foregoing, We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us, and You agree to cooperate, at Your expense, with our defense of such claims. We will use reasonable efforts to notify You of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

19. Assignment

You may not assign, delegate or transfer these Terms or Your rights or obligations hereunder, or Your Services account, in any way (by operation of law or otherwise) without Twocents' prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

20. Governing Law & Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved exclusively by final and binding arbitration conducted in San Francisco County, California, in English, under the JAMS Streamlined Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator with substantial experience in intellectual property and commercial contract disputes, selected in accordance with said Rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The parties agree to comply with all applicable JAMS rules regarding arbitration hearings, arbitrator selection, discovery, and appeals. Each party consents to the personal jurisdiction and venue of the courts located in California for any action to enforce an arbitration award and waives any objection based on venue or inconvenient forum. Notwithstanding the arbitration obligation, either party may seek injunctive or other equitable relief at any time from any court of competent jurisdiction.

For all purposes of these Terms, the parties' consent to exclusive jurisdiction and venue in the state or federal courts located in San Francisco County, California, or the Northern District of California, respectively. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. BY ENTERING INTO THESE TERMS, YOU AND TWOCENTS EACH WAIVE THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.

21. California Users & Residents

If any complaint with Us is not satisfactorily resolved, You can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

22. Severability and Waiver

22.1 Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

22.2 Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

23. Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with Your activity in connection with the Services, provided that Twocents may, in its sole discretion, do any of the foregoing on Your behalf or for itself as it sees fit. We may assign any or all of our rights and obligations to others at any time. You and Twocents agree that these Terms are the complete and exclusive statement of the mutual understanding between You and Twocents, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that You are not an employee, agent, partner, or joint venture of Twocents, and You do not have any authority of any kind to bind Twocents in any respect whatsoever. Except as expressly set forth in the section above regarding the App Distributors, You and Twocents agree there are no third-party beneficiaries intended under these Terms.

24. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact Us at support@twocents.ai.