Terms of Use Agreement

Twist Networks is a technology services company providing business communications systems and data networking services. The services offered by Twist Networks ("twist-networks.com" or "we") include the twist-networks.com website (the "Twist Networks Website"), and any other features, content, or applications offered from time to time by Twist Networks in connection with the Twist Networks Website (collectively, the "Twist Networks Services"). The Twist Networks Services are hosted in the U.S.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Twist Networks Services. By using the Twist Networks Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Twist Networks Website) or you are a "Customers" (which means that you have been provided login credentials from Twist Networks to secure areas of twist-networks.com). The term "User" refers to a Visitor or a Member. You are only authorized to use the Twist Networks Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Twist Networks Website and discontinue use of the Twist Networks Services immediately.

This Agreement includes Twist Networks's policy for acceptable use of the Twist Networks Services and Content posted on the Twist Networks Website, your rights, obligations and restrictions regarding your use of the Twist Networks Services and Twist Networks's Privacy Policy. In order to participate in certain Twist Networks Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Twist Networks Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: privacy@twist-networks.com, Subject: Terms of Use Agreement.

Twist Networks may modify this Agreement from time to time and such modification shall be effective upon posting by Twist Networks the Twist Networks Website. You agree to be bound to any changes to this Agreement when you use the Twist Networks Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Twist Networks reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the Twist Networks Services at any time, for any or no reason, with or without prior notice, and without liability.

Eligibility. Use of and Membership in the Twist Networks Services is void where prohibited. By using the Twist Networks Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you are 16 years of age or older.
Term. This Agreement shall remain in full force and effect while you use the Twist Networks Services or are a Member. You may terminate your Membership at any time, for any reason, by notifying Twist Networks in writing. Twist Networks may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-17.
Fees. You acknowledge that Twist Networks reserves the right to charge for any Twist Networks Services and to change its fees from time to time in its discretion. If Twist Networks terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.
Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Twist Networks immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
Non-commercial Use by Members. The Twist Networks Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Twist Networks. Illegal and/or unauthorized use of the Twist Networks Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Twist Networks Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Twist Networks Services.
Proprietary Rights in Content on Twist Networks.
1. Twist Networks does not claim any ownership rights in the text, files, images, photos, video, sounds, or any other materials (collectively, "Content") that you post to the Twist Networks Services. After posting your Content to the Twist Networks Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the Twist Networks Services, you hereby grant to Twist Networks a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Twist Networks Services.
  
  Without this license, Twist Networks would be unable to provide the Twist Networks Services. For example, without the right to modify Member Content, Twist Networks would not be able to digitally compress music files that Members submit or otherwise format Content to satisfy technical requirements, and without the right to publicly perform Member Content. The license you grant to Twist Networks is non-exclusive (meaning you are free to license your Content to anyone else in addition to Twist Networks), fully-paid and royalty-free (meaning that Twist Networks is not required to pay you for the use on the Twist Networks Services of the Content that you post), sublicensable (so that Twist Networks is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Twist Networks Services), and worldwide (because the Internet and the Twist Networks Services are global in reach). This license will terminate at the time you remove your Content from the Twist Networks Services. The license does not grant Twist Networks the right to sell your Content, nor does the license grant Twist Networks the right to distribute your Content outside of the Twist Networks Services.
2. You represent and warrant that: (i) you own the Content posted by you on or through the Twist Networks Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Twist Networks Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Twist Networks Services.
3. The Twist Networks Services contain Content of Twist Networks Services ("Twist Networks Services Content"). Twist Networks Services Content is protected by copyright, trademark, patent, trade secret and other laws, and Twist Networks Services owns and retains all rights in the Twist Networks Services Content and the Twist Networks Services. Twist Networks Services hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Twist Networks Services Content (excluding any software code) solely for your personal use in connection with viewing the Twist Networks Website and using the Twist Networks Services.
4. The Twist Networks Services contain Content of Users and other Twist Networks Services licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Twist Networks Services.
Content Posted.
1. Twist Networks Services may delete any Content that in the sole judgment of Twist Networks Services violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Twist Networks Services assumes no responsibility for monitoring the Twist Networks Services for inappropriate Content or conduct. If at any time Twist Networks Services chooses, in its sole discretion, to monitor the Twist Networks Services, Twist Networks Services nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
2. You are solely responsible for the Content that you post on or through any of the Twist Networks Services, and any material or information that you transmit to other Members and for your interactions with other Users. Twist Networks Services does not endorse and has no control over the Content. Content is not necessarily reviewed by Twist Networks Services prior to posting and does not necessarily reflect the opinions or policies of Twist Networks Services. Twist Networks Services makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.
Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Twist Networks Services. Twist Networks Services reserves the right to investigate and take appropriate legal action against anyone who, in Twist Networks Services's sole discretion, violates this provision, including without limitation, removing the offending communication from the Twist Networks Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Twist Networks Services:
1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
2. harasses or advocates harassment of another person;
3. exploits people in a sexual or violent manner;
4. contains nudity, violence, or offensive subject matter or contains a link to an adult website;
5. solicits personal information from anyone under 18;
6. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
7. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
8. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
9. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
10. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
11. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
12. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
13. or includes a photograph of another person that you have posted without that person's consent;
  
  The following is a partial list of the kind of activity that is illegal or prohibited on the Twist Networks Website and through your use of the Twist Networks Services. Twist Networks Services reserves the right to investigate and take appropriate legal action against anyone who, in Twist Networks Services's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
  1. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
  2. advertising to, or solicitation of, any Member to buy or sell any products or services through the Twist Networks Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Twist Networks Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Twist Networks Services reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Twist Networks Services deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Twist Networks Services, you acknowledge that you will have caused substantial harm to Twist Networks Services, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Twist Networks Services $50 for each such unsolicited email or other unsolicited communication you send through the Twist Networks Services;
  3. covering or obscuring the banner advertisements on your personal profile page, or any Twist Networks Services page via HTML/CSS or any other means;
  4. any automated use of the system, such as using scripts to add friends or send comments or messages;
  5. interfering with, disrupting, or creating an undue burden on the Twist Networks Services or the networks or services connected to the Twist Networks Services;
  6. attempting to impersonate another Member or person;
  7. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
  8. selling or otherwise transferring your profile;
  9. using any information obtained from the Twist Networks Services in order to harass, abuse, or harm another person;
  10. displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Twist Networks Services on behalf of that person, such as placing commercial content on your profile, or sending private messages with a commercial purpose; or
  11. using the Twist Networks Services in a manner inconsistent with any and all applicable laws and regulations.
Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Twist Networks Services to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of prompt notification to Twist Networks Services by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Twist Networks Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Twist Networks Services; (iv) your address, telephone number, and email address; (v) a written 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; (vi) 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. Twist Networks Services's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, Twist Networks, 18110E Chesterfield Airport Road, Saint Louis, MO 63005; Facsimile: (636) 537-7250; Attn: Copyright Agent; Email: copyrightagent@twist-networks.com Services.
Privacy. Use of the Twist Networks Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.
Disclaimers. Twist Networks Services is not responsible for any incorrect or inaccurate Content posted on the Twist Networks Website or in connection with the Twist Networks Services, whether caused by Users of the Twist Networks Services or by any of the equipment or programming associated with or utilized in the Twist Networks Services. The Twist Networks Website may contain links to other websites. Twist Networks Services is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Twist Networks Services. Inclusion of any linked website on the Twist Networks Services does not imply approval or endorsement of the linked website by Twist Networks Services. When you access these third-party sites, you do so at your own risk. Twist Networks Services takes no responsibility for third party advertisements which are posted on this Twist Networks Website or through the Twist Networks Services, nor does it take any responsibility for the goods or services provided by its advertisers. Twist Networks Services is not responsible for the conduct, whether online or offline, of any User of the Twist Networks Services. Twist Networks Services assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Twist Networks Services is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Twist Networks Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Twist Networks Services. Under no circumstances shall Twist Networks Services be responsible for any loss or damage, including personal injury or death, resulting from use of the Twist Networks Services, attendance at a Twist Networks Services event, from any Content posted on or through the Twist Networks Services, or from the conduct of any Users of the Twist Networks Services, whether online or offline. The Twist Networks Services are provided "AS-IS" and as available and Twist Networks Services expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Twist Networks Services cannot guarantee and does not promise any specific results from use of the Twist Networks Services.
Limitation on Liability. IN NO EVENT SHALL TWIST NETWORKS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF TWIST NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TWIST NETWORKS'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO TWIST NETWORKS SERVICES FOR THE TWIST NETWORKS SERVICES DURING THE TERM OF MEMBERSHIP.
U.S. Export Controls. Software available in connection with the Twist Networks Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Twist Networks Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
Disputes. If there is any dispute about or involving the Twist Networks Services, you agree that the dispute shall be governed by the laws of the State of Missour, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Missouri, City of Saint Louis. Either Twist Networks Services or you may demand that any dispute between Twist Networks Services and you about or involving the Twist Networks Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) provided that the foregoing shall not prevent Twist Networks Services from seeking injunctive relief in a court of competent jurisdiction.
Indemnity. You agree to indemnify and hold Twist Networks Services, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Twist Networks Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Twist Networks Website or through the Twist Networks Services causes Twist Networks Services to be liable to another.
Other. This Agreement is accepted upon your use of the Twist Networks Website or any of the Twist Networks Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Twist Networks Services regarding the use of the Twist Networks Services. The failure of Twist Networks Services to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Twist Networks Services is a trademark of Twist Networks. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.