Content Creator Terms and Conditions

Effective date: October 27, 2025

Last updated: October 27, 2025

Introduction

These Content Creator Terms and Conditions ("Terms") govern your use of the Twizl Platform Services to develop content. BY USING THE TWIZL PLATFORM SERVICES TO DEVELOP CONTENT, YOU AGREE TO BE BOUND BY THESE TERMS. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT (THE "AGREEMENT") BETWEEN YOU (THE "CONTENT CREATOR") AND PLAICIN INC., A DELAWARE CORPORATION ("THE COMPANY" OR "TWIZL").

THIS AGREEMENT IS IN ADDITION TO AND INCORPORATES OTHER TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF THE TWIZL PLATFORM SERVICES, INCLUDING THE GENERAL TERMS OF SERVICE APPLICABLE TO ALL USERS OF THE TWIZL PLATFORM SERVICES LOCATED AT https://twizl.com/terms-of-service (THE "GENERAL TERMS OF SERVICE") AND THE TWIZL PRIVACY POLICY LOCATED AT https://twizl.com/privacy-policy (THE "PRIVACY POLICY"), WHICH ARE INCORPORATED HEREIN BY REFERENCE. IN THE EVENT OF A CONFLICT BETWEEN THE GENERAL TERMS OF SERVICE AND THIS AGREEMENT, THIS AGREEMENT SHALL GOVERN, BUT THE PRIVACY POLICY SHALL PREVAIL OVER THIS AGREEMENT.

1. Definitions

Capitalized terms not otherwise defined herein shall have the meaning set forth below:

"Affiliate": means a Person controlled by, controlling or under common control with another Person, with control or controlling for this purpose means the ownership or control of more than a majority of the voting power of a Person.
"Confidential Information": has the meaning set forth in Section 10.
"Content Creator" or "You": means the individual or entity using the Twizl Platform Services to develop content.
"Creator Content": means the audio and visual content used or developed by the Content Creator in connection with Content Creator's use of Twizl Platform Services, including all inputs submitted by the Content Creator and all content generated by the Twizl Platform Services in response to such inputs.
"Twizl Platform Services": means Twizl's proprietary technology and documentation (including software, hardware, processes, user interfaces, algorithms, know-how, techniques, and other tangible or intangible technical material or information, templates, and specifications describing the features, functionality or operation of the Twizl Platform Services) made available to Content Creator by Twizl. The Twizl Platform Services also mean and include the downloadable software to access the Twizl Platform Services from iPads and iPhones and other devices through which Twizl, from time to time, provides access to the Twizl Platform Services.
"Parties": means Twizl and Content Creator collectively, and "Party" means each of them.
"Person": means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, syndicate, joint stock company, limited liability company, governmental authority, or other entity of any kind.
"Users": mean Content Creator's employees, representatives, consultants, contractors or agents who are authorized to use the Twizl Platform Services on behalf of the Content Creator.

2. Platform Services License; Ownership of Intellectual Property

2.1 Grant of License

Subject to the terms and conditions of this Agreement, Twizl hereby grants Content Creator a non-exclusive, revocable, non-sublicensable and non-transferable license (the "Platform Services License") to access and use the Twizl Platform Services for the purpose of developing Creator Content based on inputs from Content Creator. The use of the Twizl Platform Services is solely for the use of Content Creator and Content Creator's Users and does not extend to third parties. Content Creator is responsible for the use of the Twizl Platform Services by Content Creator's Users. Content Creator agrees to (a) use the Twizl Platform Services solely for its own internal business purposes and agrees not to rent, lease, sublicense time-share, or otherwise distribute the Twizl Platform Services for resale, or to host applications to provide service bureau, time-sharing, or other computer services to third parties, or otherwise make available the Twizl Platform Services to any third parties, and (b) to take appropriate actions to protect the Twizl Platform Services and all parts thereof from unauthorized copying, modification, or disclosure by Content Creator's Users and other third parties.

2.2 License Use Restrictions

Content Creator shall not (a) have, acquire or claim any right, title or interest in or to Twizl Platform Services or any associated intellectual property rights, except for the Platform Services License; (b) directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Twizl Platform Services; or (c) challenge Twizl's ownership of or seek to register any rights in or to the Twizl Platform Services.

2.3 Ownership of Twizl Platform Services

Content Creator hereby acknowledges that all right, title and interest in and to the Twizl Platform Services (including all templates, as applicable) and all intellectual property rights therein, including patent, unpatented inventions, copyright, trademark, trade secret, proprietary information and technology used in or comprising the Twizl Platform Services and any suggestions, ideas, enhancement requests, feedback or recommendations provided by Content Creator to Twizl relating to the Twizl Platform Services (collectively, the "Twizl Intellectual Property") are owned by, and are vested in, Twizl (or its applicable Twizl suppliers). Other than as expressly set forth in this Agreement, no license or other rights in the Twizl Intellectual Property are granted to Content Creator and all such rights are hereby expressly reserved by Twizl.

2.4 Aggregated Data Use

Twizl shall have the right to collect and use de-identified aggregated and statistical data derived from the operation of the Twizl Platform Services, including, without limitation, the number of records, the number and types of transactions, configurations, and reports processed using the Twizl Platform Services, as well as the performance results of the Twizl Platform Services ("Aggregated Data"), and shall be the owner of such Aggregated Data and analytics developed in connection therewith. Nothing in this Agreement shall be construed as prohibiting Twizl from collecting, utilizing, transferring, or sharing Aggregated Data for purposes of enhancing Twizl's products and services, internal reporting, and other activities related to Twizl's business.

3. Content Creator Obligations

3.1 Creator Content

Content Creator shall be solely responsible for obtaining all licenses and permissions required from third-parties (including third party intellectual property licenses and consents) required to develop the Creator Content and grant the licenses to the Creator Content provided for under this Section 3. Content Creator represents, warrants and covenants that all Creator Content (including content generated in connection with Content Creator's inputs to and use of the Twizl Platform Services) will comply with this Agreement and all applicable laws, and will not infringe on the intellectual property or other rights of any third party.

3.2 Ownership of and Responsibility for Creator Content

As between Twizl and Content Creator, Content Creator is the sole owner of Creator Content, including all Creator Content generated in connection with Content Creator's use of the Twizl Platform Services based on inputs from Content Creator, but for avoidance of doubt excluding any elements of the Twizl Platform Services that are only licensed to Content Creator under Section 2.1 above. Content Creator shall be solely responsible for ensuring that all Creator Content complies with this Agreement, does not violate any applicable law or regulation, and does not infringe on the intellectual property or other rights of any third party.

3.3 Creator Content License

Content Creator hereby grants Twizl a perpetual, irrevocable, worldwide, non-exclusive, royalty-free right and license (with the right to sublicense to any person or entity, including without limitation other Content Creators and other users of the Twizl Platform Services) to host, store, transfer, translate, run, localize, publish, publicly display, publicly perform (including by means of digital audio transmissions), reproduce (including in timed synchronization to visual images), modify, adapt, create derivative works of, enhance, distribute, and use for any business purpose related to the Twizl Platform Services (including in connection with operating, providing, publicizing, or improving the Twizl Platform Services, including without limitation, in connection with the training, development, and use of machine learning and related models) any Creator Content, including inputs and outputs within the Twizl Platform Services, relating to creating and modifying such Creator Content, in whole or in part (including any incorporated or associated trademarks and underlying source code and scripts), that Content Creator develops or makes available on or through the Twizl Platform Services. Content Creator acknowledges and agrees that the foregoing license shall include, without limitation, the right of Twizl to (a) display and reproduce the Creator Content in any medium, now existing or hereinafter developed, (b) modify the Creator Content to include product placements and allow for integrated advertising and other features, and to otherwise promote the business of Twizl, (c) create derivative works from the Creator Content (which derivative works shall be owned by Twizl), and (d) monetize the Creator Content (and such monetization may include displaying ads on or within Creator Content or charging users a fee for access), without requirement that any payment be made to Content Creator.

3.4 Removing Creator Content

Content Creator may remove Creator Content from the Twizl Platform Services at any time, provided that for avoidance of doubt such removal (or the termination or expiration of the Agreement) shall not terminate the perpetual license granted to Twizl under Section 3.3 above. If any Creator Content (a) is in breach of this Agreement or (b) may cause harm to Twizl, its users, or third parties, in each case as determined by Twizl in its sole and absolute discretion, Twizl reserves the right to remove or take down some or all of the Creator Content.

3.5 Equipment; Access and Security Guidelines

Content Creator shall be solely responsible for obtaining and maintaining its own equipment and systems, and internet access, for access to and use of the Twizl Platform Services. Content Creator is required to maintain and use secure passwords provided by Twizl for the access and use of the Twizl Platform Services for all Users who access the Twizl Platform Services. Content Creator shall be solely responsible for ensuring the security and confidentiality of those user names and passwords, and shall notify Twizl promptly of any unauthorized use or other known breach of security. Content Creator is responsible for all activities that occur under Content Creator's user names and passwords. Content Creator shall promptly report to Twizl and use reasonable efforts to stop any known or suspected copying or distribution of the Twizl Platform Services.

3.6 Acceptable Use

Content Creator must comply with all applicable laws, treaties, regulations, and third-party agreements in connection with Content Creator's use of the Twizl Platform Services, including those related to privacy and data protection, and in accordance with Content Creator's obligations under this Agreement and Twizl's Acceptable Use Policy (the "Acceptable Use Policy") set forth at the end of these Terms. Twizl reserves the right to update such policy from time to time. Any use of the Twizl Platform Services in violation of Content Creator's obligations under this Agreement, including under Twizl's Acceptable Use Policy, shall be a material breach of this Agreement.

3.7 Compliance

Content Creator shall have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness, and intellectual property ownership of or right to use all Creator Content or other inputs submitted to the Twizl Platform Services, including as outlined in this Agreement and in Twizl's Acceptable Use Policy. Twizl is under no obligation to review Creator Content or other submitted inputs for accuracy, acceptability or potential liability and shall not be liable or responsible for the content, accuracy or appropriateness of, or the right to use, such Creator Content.

3.8 Personally Identifiable Information

Content Creator shall not submit or input any personally identifiable information in connection with Content Creator's use of the Twizl Platform Services.

3.9 Privacy Policy

Content Creator shall comply with Twizl's Privacy Policy and acknowledges and agrees that the Privacy Policy shall apply to the use and operation of the Twizl Platform Services.

3.10 Infringement and DMCA

Any copyright owner or an agent of a copyright or trademark owner who believes that any content on the Twizl Platform Services (including Creator Content) infringes upon its copyrights or trademarks may submit a Digital Millennium Copyright Act ("DMCA") notification. Twizl may terminate the Platform License of Content Creators who Twizl determines, in its sole discretion, are repeat infringers as contemplated by the DMCA.

4. License and Service Fees

4.1 Fees

Fees for use of the Twizl Platform Services, if any, will be communicated to you through your account dashboard or via separate agreement. By using paid features of the Platform Services, you agree to pay all applicable fees.

4.2 Past Due Payments

Past due payments will bear interest at the rate of 0.833% per month or the maximum rate otherwise permitted by applicable law, whichever is lower, and will be payable from the due date thereof until paid in full.

4.3 Taxes

Content Creator shall be responsible for paying all sales or use taxes arising with respect to Content Creator's use of the Twizl Platform Services.

5. Term and Termination

5.1 Term

These Terms become effective when you first access or use the Twizl Platform Services and continue until terminated as provided below.

5.2 Termination

This Agreement may be terminated earlier in its entirety without liability to the terminating Party as follows: (a) by Twizl upon five (5) days written notice in the event the Content Creator breaches this Agreement, which breach is not cured within said five (5) days; (b) by either Party immediately upon the institution of any insolvency, bankruptcy or similar proceeding by or against the other party including an assignment for the benefit of creditors, the appointment of a receiver over assets, an attachment of assets lasting more than thirty (30) days, or the other party ceases to conduct its business operations in the ordinary course of business; or (c) by you at any time by discontinuing use of the Twizl Platform Services and closing your account.

The parties' rights and obligations under Sections 1, 2.3, 2.4, 3.3, 3.4, 7, 8, 9, 10, 11, 12 and 13, and such other provisions as by their nature survive termination, shall survive termination of this Agreement.

5.3 Effect of Termination; Data Portability and Deletion

Upon termination of this Agreement for any reason, Content Creator's right to access and use the Twizl Platform Services shall cease. Termination of this Agreement shall not relieve Content Creator of its obligation to pay all fees owing under this Agreement. Notwithstanding the foregoing, upon request by Content Creator in writing within ninety (90) days of termination or expiration of this Agreement, Twizl will make Creator Content in Twizl's possession and control available to Content Creator for export or download at Twizl's then applicable rates. After such ninety (90) day period, Twizl will have no obligation to maintain or provide any Creator Content.

6. Representations and Warranties

6.1 Mutual Representations

Each Party represents and warrants to the other Party that (a) if an entity, the Party is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) the Party has the full right, power, and authority to enter into and perform the Party's obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) when accepted by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (d) the Party will at all times comply with all applicable laws in the performance of its obligations hereunder and the operation of its business.

6.2 Disclaimer of Warranties

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 6.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TWIZL MAKES NO OTHER REPRESENTATION OR WARRANTY CONCERNING THE TWIZL PLATFORM SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED WARRANTIES, ANY OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS AND TERMS, EXPRESS OR IMPLIED (AND WHETHER IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING, TRADE USAGE OR OTHERWISE) ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. CONTENT CREATOR ACKNOWLEDGES THAT THE TWIZL PLATFORM SERVICES MAY BE TEMPORARILY UNAVAILABLE FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED EMERGENCY MAINTENANCE, EITHER BY TWIZL OR BY THIRD-PARTY PROVIDERS, OR BECAUSE OF OTHER CAUSES BEYOND TWIZL'S REASONABLE CONTROL. TWIZL DOES NOT WARRANT THAT THE TWIZL PLATFORM SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

7. AI Terms and Disclaimer

7.1 AI Tools

The Twizl Platform Services provide certain generative AI-based tools (collectively, "AI Tools") to facilitate Content Creator's development and use of Creator Content. Content Creator will be allowed to submit text, documents, or other materials to the AI Tools for processing ("Prompts"). The AI Tools generate responses based on such Prompts ("Outputs"). Prompts and Outputs collectively are "Materials".

7.2 Compliance

Content Creator shall remain solely responsible for ensuring that all Materials, including Creator Content generated by any of the AI Tools as Output or otherwise, comply with the Agreement. Content Creator agrees to (a) use the AI Tools in a lawful manner and in compliance with all applicable laws and Twizl's Acceptable Use Policy, (b) use the AI Tools in a manner that does not infringe or attempt to infringe or misappropriate the intellectual property rights of any third party, (c) not enter or encourage others to enter any personally identifiable information as Prompts, (d) not obtain personal information or other sensitive information of others using the AI Tools; (e) not represent that the Output was human-generated when it was not, (f) not enter as Prompts any data or content for which Content Creator does not have all necessary rights to use; (g) not to create, generate, or facilitate the creation of malicious code, malware, computer viruses or do anything else that could disable, overburden, interfere with or impair the proper working, integrity, operation or appearance of a website or computer system, (h) not to interact with third party tools, models, or software designed to generate unlawful content or engage in unlawful or harmful conduct, and (i) not to create, train, or improve any other similar or competing products.

7.3 Disclaimers

Due to their nature as new technology, the AI Tools may generate incorrect, misleading, offensive, unreliable, or other content and information that may be the same, similar, or different among users. Content Creator acknowledges and agrees: Outputs may not always be accurate and may contain material inaccuracies even if they appear accurate because of their level of detail or specificity; Content Creator should not rely on any Outputs without independently confirming their accuracy; the AI Tools and any Outputs may not reflect correct, current, or complete information. CONTENT CREATOR'S USE OF THE AI TOOLS IS AT CONTENT CREATOR'S OWN RISK, AND THE AI TOOLS ARE PROVIDED "AS IS" AND WITHOUT CONDITION, WARRANTY, GUARANTEE OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, OR ERROR-FREE OR UNINTERRUPTED USE). TWIZL MAKES NO WARRANTY ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH OR FROM THE AI TOOLS, AND EXPRESSLY DISCLAIMS THAT ANY DATA, CONTENT OR INFORMATION RESULTING FROM OR RELATED TO CONTENT CREATOR'S USE OF THE AI TOOLS IS ACCURATE OR CAN OR SHOULD BE RELIED UPON FOR ANY PURPOSE.

8. Indemnification

8.1 By Twizl

Twizl shall indemnify, defend and hold harmless Content Creator, and Content Creator's owners, directors, officers, employees and agents, from and against any losses, damages, costs (including reasonable attorneys' fees) and liabilities (together "Losses") to the extent arising from a finally adjudicated judgment of a court of competent jurisdiction that the Twizl Platform Services infringe on the intellectual property rights of a third party under the laws of the United States. Notwithstanding the foregoing, Twizl will have no liability for any claim or action based upon (a) the combination, operation, or use of the Twizl Platform Services with hardware, software, or other items not supplied by Twizl, (b) any alteration of the Twizl Platform Services by Content Creator or a third party, (c) any modification of the Twizl Platform Services made by Twizl pursuant to specifications, requirements, or designs provided by Content Creator; or (d) any liability arising from content generated in response to inputs by Content Creator in connection with Content Creator's use of the Twizl Platform Services.

8.2 By Content Creator

Content Creator shall indemnify, defend and hold harmless Twizl, and Twizl's owners, directors, officers, employees and agents, harmless from and against any Losses, to the extent arising from Content Creator's use of the Twizl Platform Services, except to the extent subject to Twizl's indemnification obligations under Section 8.1 or arising from Twizl's gross negligence or willful misconduct.

8.3 Indemnification Procedures

A Party seeking indemnification under this Section 8 (the "Indemnified Party") will give the Party from whom indemnification is sought (the "Indemnifying Party"): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice will not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation, at the Indemnifying Party's expense, in the defense of such claim. The Indemnifying Party will have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party will not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party's rights or interest, unless such settlement (x) provides a complete general release in favor of the Indemnified Party, and (y) imposes no monetary obligation on the Indemnified Party. The Indemnified Party will have the right to participate in the defense at its own expense.

9. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY, OR OTHERWISE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES OR THE TWIZL PLATFORM SERVICES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TWIZL'S LIABILITY HEREUNDER TO CONTENT CREATOR OR A THIRD PARTY, FROM ANY CAUSE OF ACTION WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT OF FEES PAID TO TWIZL DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. ALL CLAIMS INCLUDING SUBSEQUENT CLAIMS SHALL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS IS CONTENT CREATOR'S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THIS AGREEMENT BY TWIZL. Twizl shall not be liable for any loss resulting from a cause over which Twizl does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; content generated by Content Creator's use of the Twizl Platform Services, bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to Content Creator's computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities, telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes, pandemic or labor disputes.

10. Confidentiality

10.1 Confidential Information

Each Party may have access to information that is confidential to the other party ("Confidential Information") including, with respect to Twizl, the Twizl Platform Services, its business and marketing plans, technology and technical information, product plans, and designs, and any other proprietary business processes disclosed by Twizl; and any other information which is not otherwise readily available in the public domain. Confidential Information also specifically includes (without limitation) all information marked "confidential" (provided that information subject to Section 10.3 below shall not constitute Confidential Information even if it is so marked). The Parties agree to use the same degree of care to protect the other's Confidential Information as they use to protect the confidentiality of their own (but never less than reasonable care). The Parties also agree (i) not to make each other's Confidential Information available to any third party (other than employees and contractors who need access to perform the services specified under this Agreement and who are bound by confidentiality obligations that are at least as restrictive as this Section 10), (ii) not to use each other's Confidential Information except as otherwise permitted by this Agreement, and (iii) to hold each other's Confidential Information in confidence during the term of this Agreement and for as long as they have custody or control of Confidential Information. The Parties also agree that no adequate remedy at law exists for breach of this Section 10, and any such breach would cause irreparable harm to the non-breaching Party, who shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it has at law or otherwise.

10.2 Compelled Disclosure

Either Party may disclose Confidential Information to the extent compelled by law to do so, provided the disclosing Party first give the other Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to contest the disclosure. If the receiving Party is compelled by law to disclose the disclosing Party's Confidential Information as part of a civil proceeding to which the disclosing Party is a party, and the disclosing Party is not contesting the disclosure, the disclosing Party will reimburse the receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

10.3 Exclusions

Confidential Information shall not include Aggregated Data or any other information that (i) is in the public domain through no act or omission of the other party, (ii) was in the other party's lawful possession prior to the disclosure, (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure, or (iv) is independently developed by the other party.

11. Force Majeure

Twizl is not responsible for any damage to Content Creator's computer, software, modem, telephone or other property resulting from Content Creator's use of the Twizl Platform Services. If Twizl's performance of any obligation under this Agreement is prevented, restricted or interfered with by causes including failure or malfunction of Content Creator-supplied equipment, disruptions of Internet protocol ("IP") service through intermediate carriers other than Twizl, acts of God, explosions, vandalism, cable cut, storms, fires, floods or other catastrophes, power failure, national emergencies, insurrections, riots, wars, strike, lockouts, boycotts, work stoppages or other labor difficulties, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority, then Twizl shall be excused from such performance on a day-to-day basis during such restriction or interference.

12. Notices

Notices hereunder shall be given by email to legal@twizl.com for notices to Twizl, and to the email address associated with your account for notices to you. E-mail notice shall be deemed given on the next Business Day after being sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered. "Business Day" means any weekday, except a weekday on which banks in Sacramento, California are authorized or required to be closed for business.

13. General Provisions

13.1 Entire Agreement

This Agreement constitutes the entire understanding and agreement between Parties with respect to the subject matter hereof and supersedes all proposals and prior agreements and understandings, oral or written, and any other communications between the parties regarding this subject matter. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto (and their respective successors, legal representatives and permitted assigns) any rights, remedies, liabilities or obligations under or by reason of this Agreement.

13.2 Relationship of Parties

Nothing contained in this Agreement shall be deemed or construed by the Parties, or by any third party, to create the relationship of partnership or joint venture between the Parties hereto, it being understood and agreed that neither the method of computing compensation nor any other provision contained herein shall be deemed to create any relationship between the Parties hereto other than the relationship of independent parties contracting for services. Neither Party has, and shall not hold itself out as having, any authority to enter into any contract or create any obligation or liability on behalf of, in the name of, or binding upon the other Party.

13.3 Assignment

No part of this Agreement may be assigned without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed. Either Party may assign this Agreement, however, without prior written consent in the event of a merger, a reorganization, a sale of all or substantially all of its assets, change of control or a similar event. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, legal representatives and permitted assigns.

13.4 Waiver

Any waiver of any provision of this Agreement shall be in writing and signed by the Party making the waiver. No waiver of rights shall constitute a subsequent waiver of any rights whatsoever. The failure of a Party to enforce any provision hereof shall not constitute the permanent waiver of such provision.

13.5 Severability

The provisions of this Agreement are severable, and any provision determined to be void or unenforceable shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of this Agreement and such invalid provision shall be replaced with an enforceable provision which achieves to the greatest extent possible the Parties' original intent.

13.6 Remedies

No remedy conferred by any of the specific provisions of the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by either Party shall not constitute a waiver of the right to pursue other available remedies.

13.7 Changes to Terms

Twizl reserves the right, in its sole discretion, to change these Content Creator Terms and Conditions. The most current version of the Content Creator Terms and Conditions will supersede all previous versions. Twizl encourages you to periodically review the Terms and Conditions to stay informed of our updates. Continued use of the Twizl Platform Services after changes constitutes acceptance of the updated Terms. This Agreement may not otherwise be amended except by written agreement of the parties.

13.8 Claims; Governing Law

A "Claim" refers to any claim or dispute between Content Creator and Twizl, or any third-party beneficiary, arising from this Agreement. This Agreement, including the interpretation and enforcement of this dispute resolution provision, and any Claims, shall be exclusively governed by the Federal Arbitration Act, federal arbitration law, and, if not inconsistent, the laws of the State of California, excluding choice of law rules.

13.9 Dispute Resolution

This section outlines how Content Creator and Twizl will handle disputes arising from this Agreement.

Informal Dispute Process

Twizl's goal is to resolve all Claims to optimize customer satisfaction. Before seeking arbitration relief, Content Creator agrees to first notify Twizl to attempt to resolve any Claims against Twizl at legal@twizl.com. Participating in this informal process is a prerequisite to initiating arbitration or small claims court proceedings, to the fullest extent permitted by applicable laws.

Mandatory Pre-Arbitration Notice Procedure

If the Claim is not resolved through the Informal Dispute Process, the aggrieved party ("Claimant") must follow this Pre-Arbitration Notice Procedure before commencing arbitration. The Claimant must send the other Party a formal written Notice of the Claim by certified mail at legal@twizl.com. The Notice must contain the Claimant's full name, address, email, description of relevant facts and basis of the Claim, damages and recovery sought, and a signed statement verifying the accuracy of the information.

After receiving the Notice, the Parties will negotiate in good faith to resolve the dispute for thirty (30) days, which may include an individualized video conference or phone call attended by both Parties. Optionally, in addition to both Parties, a Party's attorney may also attend this individualized video conference or phone call. The Parties agree to work together cooperatively to schedule this individualized video conference or phone call as soon as possible after the receipt of the Notice.

If no agreement is reached within thirty (30) days, the Claimant may commence arbitration proceedings.

Compliance with the Informal Dispute Process and the Mandatory Pre-Arbitration Notice Procedure is a condition precedent to initiating arbitration. Statutes of limitations are tolled during the Informal Dispute Process and the Mandatory Pre-Arbitration Notice.

If the Claimant does not comply with the Notice Procedure, a court, upon request by a Party, must enjoin an arbitration filing or continued prosecution, and an arbitration administrator cannot initiate or assess fees related to the arbitration. If a Party commences an arbitration prior to completing the Notice Procedure, the arbitration provider shall administratively close the arbitration. Furthermore, a Party may seek damages from any Party who does not comply with the Mandatory Pre-Arbitration Notice procedure.

Arbitration Agreement

The Parties agree that any unresolved Claims will be resolved exclusively through final and binding arbitration according to the following terms, except as otherwise provided further below:

Claims will only be resolved through arbitration, not in a court of law.
Arbitration will be governed by applicable National Arbitration & Mediation ("NAM") rules, as modified by this arbitration agreement, and administered by NAM or another provider that is agreed-upon or appointed by a court. The NAM rules include the Comprehensive Dispute Resolution Rules and Procedure and the Supplemental Rules for Mass Arbitration, as may be amended by these Terms and Conditions. You may find the NAM rules online at www.NAMADR.com. You may find the form to start an arbitration on the NAM website.
Arbitration will be conducted before a single arbitrator who will resolve any Claims, as well as any disagreements regarding the scope, enforceability, formation, interpretation, applicability, enforceability, voidness, or voidability of the Agreement or the dispute resolution provisions of the Agreement. All remedies will be available to the arbitrator, and the arbitration decision will be final and binding.
The arbitration will be conducted in person in the county in the United States where Content Creator lives (or if the Content Creator does not live in the United States, in Sacramento County, California USA) or at another mutually agreed location, and may be conducted by telephone, videoconference, or written submissions upon request.
Payment of fees will be governed by the NAM Rules, unless Content Creator qualifies for a fee waiver under applicable law. Each Party shall pay its own attorneys' fees, unless otherwise required by statute. The arbitrator may consolidate multiple related arbitrations upon request, but cannot preside over any form of representative or class proceeding unless all individuals have initiated and are currently pursuing arbitration under this Agreement. As in court, counsel representing a Party in arbitration certifies compliance with Federal Rule of Civil Procedure 11(b), and the arbitrator is authorized to impose sanctions under the NAM Rules, Federal Rule of Civil Procedure 11, or applicable federal or state law.

Limitations to Arbitration

Instead of arbitration, Content Creator or Twizl may bring any individual Claim in small claims court, but only if the Claim(s) are brought on an individual basis and are below the statutory maximum amount permitted in small claims court.

If you choose to pursue the Claim(s) in a small claims action, it may only be filed in the county of your residence or in Sacramento County, California USA.

Nothing in this section will limit either Party's ability, if and as allowed by applicable law, to seek injunctive relief in aid of arbitration or a "public injunction" in a court of competent jurisdiction or to seek to compel arbitration, stay a case during arbitration, or enter judgment on, confirm, modify, or vacate an arbitration award.

Arbitration is required if Content Creator resides or brings a Claim in the United States or any country that enforces arbitration agreements. If you are not bringing a Claim in, and are not a resident of, the United States, you may be allowed to file a Claim in a court of competent jurisdiction on an individual basis in the city in which you reside under the laws of that city, after completing the Informal Dispute Process and the Mandatory Pre-Arbitration Notice Procedure.

Class Action Waiver

THIS AGREEMENT LIMITS YOUR RIGHTS TO BRING CLAIMS IN COURT OR AS PART OF A CLASS ACTION. BY ACCEPTING THESE TERMS, YOU AGREE THAT ALL CLAIMS MUST BE BROUGHT IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE THE RIGHT TO PARTICIPATE AS A CLASS MEMBER OR REPRESENTATIVE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT JOIN OR CONSOLIDATE CLAIMS FROM MULTIPLE PARTIES, MAY NOT PRESIDE OVER ANY CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION, AND MAY NOT AWARD RELIEF BEYOND WHAT'S NECESSARY FOR THE INDIVIDUAL CLAIM. THIS WAIVER OF CLASS ACTION RIGHTS IS A CRUCIAL PART OF THIS AGREEMENT. IF THIS WAIVER IS FOUND TO BE LIMITED OR VOID, THE ENTIRE ARBITRATION AGREEMENT BECOMES NULL AND VOID, SUBJECT TO APPEAL. YOU ACKNOWLEDGE THAT WITHOUT THESE TERMS, YOU WOULD HAVE THE RIGHT TO SUE IN COURT WITH A JURY. BY AGREEING TO THESE TERMS, YOU ARE KNOWINGLY WAIVING THESE RIGHTS IN FAVOR OF INDIVIDUAL ARBITRATION.

This dispute resolution provision applies equally to all Parties and shall not be interpreted to the disadvantage of the Party who drafted it. If any part of this provision is found to be unenforceable, that specific part shall be severed from the Agreement. The remaining portions of the Agreement will continue to be valid and enforceable to the fullest extent permitted by law.

13.10 Notice to California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, CA 95834, or by phone at (800) 952-5210 in order to resolve complaints regarding the Twizl Platform Services or to get more information regarding your use of the Twizl Platform Services. If you are a California resident under the age of 18, you may request that Twizl remove certain personal content that you have publicly posted to the Twizl Platform Services, and Twizl will comply with such request to the extent permitted and/or required by law. To make such a request, please contact Twizl Support at legal@twizl.com. The request must include your username and a specific description of the content that you want removed so that Twizl can find it. Twizl will not accept requests via postal mail, phone, or fax and may not be able to respond if you provide incomplete information. A request does not guarantee that the information you posted will be completely removed, and there may be circumstances in which the law does not require or allow removal, even if you make such a request.

13.11 Construction

In the event that any of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. If any of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the then applicable law.

13.12 Export Compliance

Content Creator acknowledges that the Twizl Platform Services and other Twizl Intellectual Property are subject to export laws and regulations of the United States and other countries. Each Party represents that it is not named on any United States or other country's government denied-party list (or the equivalent thereof). Content Creator shall not export or re-export directly or indirectly (including via remote access) any of the Twizl Platform Services or other Twizl Intellectual Property to any country for which export or re-export is forbidden or for which a validated license is required. Content Creator shall not and shall not permit its Users to access or use the Twizl Platform Services or any other Twizl Intellectual Property in violation of any United States or other country's applicable export law or regulation and shall otherwise comply with all export laws, rules and regulations of the United States and other applicable countries, as amended now or in the future.

13.13 Anti-Corruption

Content Creator represents and warrants that Content Creator has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Twizl's employees or agents in connection with this Agreement (reasonable entertainment in the ordinary course of business excluded). Without limiting the foregoing, Content Creator warrants that it has not offered or paid, and will not offer or pay, any money or anything else of value, to any person for the purpose of securing any improper advantage in violation of any applicable anti-corruption law or regulation. If Content Creator learns of any violation of the above restrictions, it will use reasonable efforts to promptly notify Twizl.

Acceptable Use Policy

This Acceptable Use Policy ("Policy") outlines unacceptable uses of the Twizl Platform Services.

The Policy

Content Creator agrees to use the Twizl Platform Services in accordance with all applicable local, state and federal laws, and this Policy which shall specifically include, as determined by Twizl in its sole discretion, NOT using the Twizl Platform Services to:

conduct any business or activity or solicit the performance of any activity that is prohibited by law, tortious, or interferes with the use of the Twizl Platform Services by other Content Creators and users;
disseminate, display, send, transmit or receive any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, malicious, or violent, regardless of whether the material or its dissemination is unlawful;
upload, post or otherwise transmit any content that promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
upload, post or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
harm, or attempt to harm, minors in any way;
transmit any material that threatens or encourages bodily harm or destruction of property or harasses another;
disseminate or transmit unsolicited messages, chain letters or unsolicited commercial email including unintended sending of unsolicited commercial email due to unauthorized access to Content Creator's use of the Twizl Platform Services, whether or not the recipient wishes to receive such mailings;
access, send, receive, display, disclose, or store any content in violation of any copyright, right of publicity, patent, trademark, service mark, trade name, trade secret or other intellectual property right or in violation of any applicable agreement, or without authorization;
create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication;
export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions;
interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which Content Creator does not have authorization to access or at a level exceeding Content Creator's authorization;
disseminate or transmit any virus, worms, trojan horse or other malicious, harmful or disabling data, work, code or program; or
engage in any other activity deemed by Twizl to be in conflict with the spirit or intent of the Agreement or any Twizl policy as examples listed in this Policy are not exhaustive.

Failure to Comply

Failure to comply with this Policy in Twizl's sole discretion may result in the immediate termination of the Twizl Platform Services, responding to law enforcement requests, or any other action deemed necessary by Twizl in order to protect its network, Content Creator relationships, and commitment to the highest possible quality of service. Twizl will cooperate with law enforcement in cases where the Twizl Platform Services are being used for any suspected illegal activity.

Reporting Violations

Violations of this Policy are unethical and may be deemed criminal offenses. Content Creator shall report to Twizl any information Content Creator may have concerning instances in which this Policy has been or is being violated. Twizl may at any time initiate an investigation of any use of the Twizl Platform Services for compliance with this Policy and Content Creator agrees to cooperate.

Malicious Activity

Intended: Attempts to exploit other devices or services on and off of the Twizl Platform Services without the permission or implied permission of that party are not permitted. Violations of system or network security may result in criminal and civil liability. Twizl will cooperate with law enforcement if a criminal violation is suspected. Twizl will limit any traffic from the offending device or network immediately.

Unintended: Twizl will notify Content Creator of an exploited device being used for potential malicious activity. If the activity is causing severe damage or strain to other devices or networks, Twizl will limit traffic to and from that device immediately. Otherwise Twizl will notify the Content Creator and give a reasonable amount of time to secure the device before limiting traffic to and from that device.

Contact Information

For questions about these Terms and Conditions, please contact:

Plaicin Inc.

Email: legal@twizl.com

Phone: (937) 631-5882

End of Terms and Conditions