Terms of Service

Version 3.0

Last Updated: June 7, 2026

1. Introduction and Acceptance

Welcome to Twila ("Company," "we," "us," "our"). Twila operates a mobile application, website, and related services (collectively, the "Platform") that connects individuals seeking photography services ("Users") with independent professional and semi-professional photographers ("Photographers"). Users and Photographers are each a "Party" and collectively the "Parties" or "you."

These Terms of Service (the "Terms") govern your access to and use of the Platform. By creating an account, accessing the Platform, or using any feature of the Platform, you agree to be bound by these Terms.

These Terms incorporate by reference, and you also agree to:

• Our Privacy Policy (available at twila.io/privacy);
• Our Community Standards and Code of Conduct (available in the Platform and at twila.io/community), which is separately versioned and to which you may be required to re-consent from time to time (§28);
• Our Photographer Handbook (applicable to Photographers); and
• For Photographers, the Stripe Services Agreement and Stripe Connected Account Agreement (stripe.com/legal).

If you do not agree to these Terms, do not use the Platform.

You acknowledge you have had a reasonable opportunity to review these Terms before agreeing and that your assent is given knowingly and voluntarily.

2. Marketplace Role and No Agency

2.1 Platform Role

Twila is a technology platform that facilitates connections between Users and Photographers. Twila is not:

• a photography service provider;
• a photo studio, talent agency, or media company;
• a party to any photography services contract between Users and Photographers;
• responsible for the artistic style, creative direction, quality, or outcome of any session;
• an employer, agent, partner, joint venturer, or franchisor of any Photographer; nor
• a payment institution, money transmitter, escrow agent, or insurer (those services, where applicable, are provided by third-party processors such as Stripe).

2.2 Independent Contractor Status

Photographers are independent contractors. The Company does not control the manner, means, time, location, equipment, instrumentalities, or execution of any Photographer's services. Each Photographer:

• determines whether to accept any specific booking;
• sets their own availability, service offerings, equipment, pricing tiers, cancellation policy, and delivery windows (where the Platform supports those configurations);
• provides their own equipment, editing tools, transportation, and any required licenses or permits;
• is responsible for their own taxes, insurance, business registrations, and compliance with applicable law in the jurisdictions in which they operate.

Nothing in these Terms creates an employment, agency, partnership, joint-venture, or fiduciary relationship between the Company and any Photographer. Photographers are free to provide photography services through other channels, including direct engagements.

2.3 No Endorsement; No Background Checks

The Company does not conduct criminal background checks on Users or Photographers and does not endorse or verify any User or Photographer's character, skills, or fitness for any particular session. Identity and payment-related verification is performed by Stripe (or other payment processors) solely for compliance and payout purposes; it is not a safety screen. You are solely responsible for evaluating whether to engage with any other User or Photographer.

3. Eligibility and Account

3.1 Eligibility

To use the Platform, you must:

• be at least 18 years of age (the Platform is not intended for minors, and we do not knowingly collect information from anyone under 18);
• have the legal capacity to enter binding contracts in your jurisdiction;
• provide and maintain accurate account information;
• not be barred from using the Platform under applicable law or under our enforcement actions.

3.2 Photographer Additional Requirements

In addition to §3.1, each Photographer represents and warrants that they:

• have all licenses, permits, and registrations required to provide photography services in each jurisdiction where they accept bookings;
• will complete identity and payment verification through our payment processor (currently Stripe Connect) prior to receiving payouts;
• are solely responsible for filing taxes, including self-employment tax and any applicable sales tax on photography services;
• will not photograph any subject they reasonably believe to be under 18 unless the booking User has confirmed authority and parental/guardian consent under §13.

3.3 Account Information; Date of Birth

You must provide a valid date of birth at registration. To deter fraud and protect the age gate, you may change your date of birth no more than three (3) times after account creation. After the third change, the account will be placed in a "restricted" status; restricted accounts may book and use limited Platform features but may be prevented from receiving payouts or making new commercial bookings pending a manual review. You may request review under §10 (Disputes).

3.4 Photography Involving Minors as Subjects

A User booking a session at which a person under the age of 18 will be photographed represents that they are the minor's parent or legal guardian and that they consent on the minor's behalf to the photography, retention, and platform display of the resulting photos consistent with these Terms. The Photographer may, at their discretion, decline any booking involving a minor.

3.5 Account Security

You are responsible for maintaining the confidentiality of your credentials. You agree to notify us promptly of any unauthorized access. We may require two-factor authentication ("2FA") for certain accounts and certain actions.

4. Booking Types and Service Flow

The Platform supports multiple booking types. Each type has the workflow, pricing, and cancellation terms described in this Section and in §8.

4.1 Timed (Instant) Bookings

A User selects a Photographer and books a session for a duration the User selects from the Platform's duration control (currently fifteen (15) minutes to eight (8) hours, in 15-minute increments), at a Platform-displayed per-minute rate that varies by device type and Photographer category. Funds are authorized at booking. A Photographer must accept the booking within the displayed window for it to take effect.

4.2 Quick Capture and Walk-Up / QR Bookings

Quick Capture is a short-form, in-person booking offered at a fixed Platform-displayed price (no duration selection by the User). A User and Photographer may initiate Quick Capture in person via a Platform-generated QR code or short-form flow. Quick Capture is otherwise governed by the same provisions as Timed Bookings.

4.3 Advance Bookings

A User submits a booking request scheduled to begin at least two (2) hours and not more than thirty (30) days in the future. The Photographer may accept, decline, or counter-propose. Up to three (3) rounds of counter-proposal are permitted.

Each pending proposal expires at the earlier of:

• twenty-four (24) hours after the proposal was sent; or
• the scheduled start time of the requested session.

The practical effect is that proposals for sessions scheduled within 24 hours have a shorter response window equal to the time remaining until the scheduled start. A counter-proposal is an offer, not a modification, and is effective only when accepted by the other Party. Funds are typically authorized or captured before the scheduled session in accordance with the Platform's payment flow at the time of booking.

4.4 Custom Shoots

Custom Shoots are higher-value, customizable photography engagements offered by Photographers who meet eligibility criteria (which currently include completion of a minimum number of prior bookings, a minimum rating threshold, verified professional equipment, and verified identity). The full Custom Shoots Schedule appears in §5.

4.5 Booking Lifecycle

Each booking proceeds through a defined lifecycle (requested → pending → accepted → confirmed → in-progress → complete → finalized, or cancelled at any stage). A booking is treated as "complete" for payout, refund, and dispute purposes upon the earliest of:

• the end of the booked session time, except that for Custom Shoots completion is determined by the Photographer-set delivery window (§5.5);
• the upload and delivery of all photos through the Platform; or
• expiration of the Photographer's delivery window for the applicable booking type (see §5.5 and §6).

4.6 No-Shows

For confirmed Advance Bookings, the Platform may automatically treat the Photographer as a "no-show" if the session has not been started within sixty (60) minutes after the scheduled start time. Auto-cancellations on this basis are attributed to the Photographer and processed under §9.3, including refund to the User of all amounts paid. Earlier notifications (e.g., a fifteen-minute "overdue" alert) are operational reminders only and do not by themselves constitute a no-show determination.

For Timed (Instant) and Quick Capture Bookings — which are not anchored to a scheduled start time — a User may report a Photographer no-show through the Platform if the Photographer fails to arrive at the agreed meeting location within a reasonable time after acceptance and is non-responsive to in-Platform communications. The Company reviews such reports under §9.5.

A User who fails to attend an accepted session without prior cancellation or communication may be treated as having cancelled and subject to the penalties in §9.2.

5. Custom Shoots Schedule

This Section governs all Custom Shoots and supplements the general booking and payment provisions.

5.1 Eligibility

Only Photographers who satisfy current Custom Shoots eligibility criteria (as published in the Platform from time to time) may offer Custom Shoots. The Company may add, modify, or remove eligibility criteria on prospective notice.

5.2 Service Menu

Each Custom Shoot is priced and structured by reference to the Photographer's service menu, consisting of line items (name, description, price, billing type — flat, per-photo, per-hour, or per-item). The Photographer warrants that menu listings are accurate and that delivered services will conform substantially to the accepted proposal.

5.3 Pricing and Platform Fee

The Photographer sets the hourly rate (subject to a Platform-published minimum). The Platform's combined buyer and seller take rate is tiered by total Custom Shoot value, in accordance with the table published in the Platform (which the Company may revise on thirty (30) days' prior notice for future bookings).

5.4 Deposit and Balance

Upon Photographer acceptance of a Custom Shoot proposal, a twenty-five percent (25%) non-refundable deposit is charged to the User. The deposit is treated as liquidated damages, reflecting the Photographer's reserved capacity, scouting, and pre-shoot work product, and as consideration for the Platform's matching and contracting services. You agree the deposit is a reasonable pre-estimate of harm in the event of cancellation and is not a penalty. The remaining balance is authorized shortly before the scheduled session (typically within a few hours) and captured at session completion. You will receive a notification when the balance authorization is initiated.

If the User cancels prior to deposit charge or the Photographer cancels before acceptance, no deposit applies.

5.5 Delivery Window

The Photographer sets a delivery window between one (1) and thirty (30) days following the session, disclosed to the User before the User accepts the proposal. A Custom Shoot is "complete" upon the earliest of delivery of all photos meeting the proposal's minimum-deliverable specification or the expiration of the delivery window.

If the Photographer fails to deliver the minimum-deliverable photos by the end of the delivery window, the booking is flagged for Company review. Pending resolution, the Company holds the related funds and may, where non-delivery is confirmed, refund the User in full (including the Deposit), consistent with §9.3.

5.6 Proposal Binding Effect

Each accepted proposal forms a binding photography services contract between the User and the Photographer for the Custom Shoot. A counter-proposal is an offer (not a modification) and is effective only upon affirmative acceptance by the other Party within the 24-hour response window. The Platform serves as the system of record for the proposal and any modifications; oral or off-Platform changes are not binding.

5.7 Photographer Contracts; Order of Precedence

A Photographer may attach a default contract and/or a per-booking external contract to a Custom Shoot. Where a Photographer's contract conflicts with these Terms, the order of precedence is set forth in §26.

5.8 E-Signatures (ESIGN / UETA)

You consent to receive and sign records and disclosures by electronic means. By clicking "Accept," "Sign," "I Agree," or a substantially similar control within the Platform, you affirm:

• that you intend the click to constitute your legally binding signature;
• that you may receive paper copies of any agreement on request to support@twila.io;
• that you have the system capability (modern web browser or current Platform mobile app, internet connection, email address on file) to access electronic records; and
• that you may withdraw consent to electronic records at any time by contacting us, in which case the Platform may be unavailable to you.

The Platform retains an audit log of e-signature events (signatory, timestamp, IP address, document version).

5.9 Cancellation of Custom Shoots

See §9.2 for Custom-Shoot-specific cancellation terms, which differ from the timed-booking defaults.

5.10 Travel, Expenses, and Reshoots

Travel, lodging, props, permits, and other expenses are not included in the base Custom Shoots fee unless itemized in the Photographer's service menu. Reshoots, where required by force majeure under §9.7, may be rescheduled within thirty (30) days at no additional Platform fee, subject to Photographer availability.

5.11 Property and Permit Compliance

The User is responsible for obtaining any required venue permissions, property releases, or location permits for the requested shoot location. The Photographer may decline to shoot at any location they reasonably believe lacks lawful access.

6. Communications: SMS, Push, Email, and In-App Messaging

6.1 Operational Notifications

By creating an account, you consent to receive operational communications through email, push notification, and in-app message, including booking confirmations, status changes, payment notifications, security alerts, dispute notices, and material changes to these Terms. Operational notifications cannot be disabled while you maintain an active account; you may close your account if you do not wish to receive them.

6.2 SMS / Text-Message Consent

SMS / text messages are not sent unless you explicitly opt in via a dedicated in-Platform checkbox at signup or in account settings. SMS consent is not a condition of using the Platform. Once you have opted in:

• Message frequency varies and may be up to several messages per booking.
• Message and data rates may apply from your carrier.
• Carriers (e.g., T-Mobile, AT&T, Verizon) are not liable for delayed or undelivered messages.
• You may opt out at any time by replying STOP to any message, after which you may receive a single confirmation. For help, reply HELP or contact support@twila.io.

6.3 In-App Messaging Between Users and Photographers

The Platform provides messaging between Users and Photographers, scoped to specific bookings. By using the messaging feature, you agree:

• not to use messaging to harass, threaten, defame, solicit business outside the Platform, share unsolicited explicit content, share another person's contact or identifying information without consent, or otherwise violate §14;
• that the Company may access, retain, and review messages for safety, fraud prevention, dispute resolution, moderation, and legal compliance, consistent with the Privacy Policy and §11.3;
• that messages persist in your account history and may be retained as set out in the Privacy Policy.

6.4 Platform-Wide Alerts

The Company may send Platform-wide announcements (e.g., maintenance, security, policy changes) through any in-Platform notification channel. These are operational and not marketing.

6.5 Marketing Communications

Marketing emails are sent only with separate consent and may be unsubscribed at any time via the link in the email or in account settings.

6.6 Notice to Phone-Only Accounts

If your account uses phone-based registration without a verified email address, you agree that in-app notice or SMS notice (with your separate SMS consent) constitutes valid notice for purposes of these Terms.

7. Photo Delivery and Originals Retention

7.1 Delivery Method

Photo delivery occurs exclusively through the Platform unless the User has purchased a RAW Add-On or Full Rights Tier that the Platform delivers by alternate means.

7.2 Photographer Delivery Window

Photographers must upload delivered photos within the applicable delivery window: twenty-four (24) hours after session completion for Timed and Quick Capture Bookings, or the Photographer-set window for Custom Shoots (one (1) to thirty (30) days, §5.5).

7.3 No Guarantee of Quality

The Company does not guarantee artistic quality, resolution, style, count beyond any minimum specified at booking, or that delivered photos will meet any subjective standard.

7.4 Originals Retention; 30-Day Window

The Platform retains original full-resolution files for thirty (30) days after a booking is finalized. Users will receive reminder notifications prior to expiration. After 30 days, original files may be deleted from Platform storage; the Platform retains web-optimized variants (thumbnail, medium, full) indefinitely subject to the Privacy Policy. It is the User's responsibility to download original files within the 30-day window.

7.5 RAW Add-On

Where offered by the Photographer, the User may purchase a RAW Add-On to receive the unprocessed RAW image files. The RAW Add-On is an additional license under §11.1.1 to the underlying photo and conveys no copyright. RAW files are made available through the Platform for download within the 30-day originals window.

8. Payments, Fees, Credits, and Tax

8.1 Payment Processing

All payments are processed by Stripe or another payment processor designated by the Company. By using the Platform, you authorize the Company and the processor to charge, capture, hold, refund, transfer, or release funds as contemplated by these Terms and the booking you initiate. Your relationship with Stripe is also governed by Stripe's terms (stripe.com/legal).

8.2 Authorization vs. Capture

Funds may be authorized at booking and captured at session start, completion, or other milestone, depending on booking type. Authorization holds may temporarily reduce your available credit; we do not control how long your card issuer maintains an authorization.

8.3 Fees and All-In Pricing

Twila charges:

• a buyer service fee (subject to a minimum); and
• a Photographer platform fee deducted from Photographer payouts.

The total price you pay — inclusive of base price, applicable taxes, and the buyer service fee — is displayed prior to payment. Optional add-ons and tips (where supported) are disclosed separately.

8.4 Photographer Payouts and Holds

Photographer payouts are released after the booking is complete, applicable fees and any cancellation or rights-related withholdings are deducted, and any standard processing hold (currently seven (7) days from finalization) has elapsed. The Company may extend payout holds where reasonably necessary for fraud review, dispute investigation, regulatory compliance, or chargeback exposure.

8.5 User Credits

The Platform may issue account credits ("Credits") to Users as goodwill, compensation, or as part of a promotion. Credits:

• are applied to future bookings before card charges;
• are not redeemable for cash, except where redemption is required by applicable law (e.g., certain state escheat or gift-card laws);
• are non-transferable;
• may expire as disclosed at issuance or, if not disclosed, no sooner than twelve (12) months from issuance;
• may be forfeited upon account termination for cause under §20.

8.6 Photographer Configurable Rights Pricing

Photographers may configure their own commercial-rights tiers and add-ons (e.g., extended use, social-media, advertising, full rights), each at a Photographer-set price within Platform-published ranges, with a Platform share disclosed to the Photographer at configuration. The exact tiers and pricing applicable to any booking are disclosed to the User in the Platform before purchase.

8.7 Taxes

You are responsible for any taxes owed on your activity on the Platform, except for taxes the Platform is required by law to collect. Photographers acknowledge that their earnings on the Platform are reportable income and that the Company may issue Form 1099-K or 1099-NEC where required by U.S. tax law. The Company may, at its discretion, collect and remit applicable sales tax on photography services in jurisdictions where the Company is treated as the marketplace facilitator; in other jurisdictions, the Photographer is responsible.

8.8 Chargebacks

If you initiate a chargeback through your card issuer instead of using Platform dispute mechanisms (§10), the Company may pause your account pending resolution. Frivolous or fraudulent chargebacks may result in account termination and collection of amounts owed.

9. Cancellations, Refunds, Forfeits, and Force Majeure

9.1 Definitions

• "Base Price": the booking price before fees and add-ons.
• "Pending": a booking not yet accepted by the Photographer.
• "Accepted": a booking confirmed by the Photographer.
• "Deposit": for Custom Shoots, the 25% non-refundable amount under §5.4.

9.2 User Cancellations

Timed and Advance Bookings

• Pending: no penalty.
• Accepted: a 20% cancellation fee of Base Price is retained by the Platform; the remainder is refunded.

Custom Shoots

• Pre-acceptance: no penalty.
• Post-acceptance: the Deposit is forfeited (split 50/50 between Photographer and Platform per §9.4); any captured balance is refunded.
• After balance authorization (typically a few hours before session start): the Deposit is forfeited as above, and a further cancellation penalty equal to 50% of the remaining balance applies to compensate the Photographer for reserved time.

9.3 Photographer Cancellations

Timed and Advance Bookings

• Pre-acceptance: no penalty.
• Post-acceptance: a 10% forfeit penalty of Base Price is deducted from the Photographer's next eligible payout. The User receives a full refund of all amounts paid plus, if payment had already been captured, a Credit equal to 25% of the forfeit amount as goodwill.

Custom Shoots

• Pre-acceptance: no penalty.
• Post-acceptance: the Photographer forfeits 10% of the total Custom Shoot value (deducted from future payouts) and the User receives a full refund of all amounts paid, including Deposit.

9.4 Forfeit Allocation

Deposit forfeitures under §9.2 (Custom Shoots) are split 50/50 between the Photographer and the Platform. Photographer forfeits under §9.3 are retained by the Platform.

9.5 Special Circumstances; Photographer No-Show

A User may report a Photographer no-show through the Platform. If, after review, the Company verifies the no-show (based on Platform location data, in-app communications, and other available evidence), the User receives a full refund (including any fees) and no cancellation fee applies. Review typically completes within 24–72 hours.

9.6 Photographer-Set Custom Shoot Policies

Where a Photographer has configured a more protective cancellation policy for a specific Custom Shoot type (e.g., 100% non-refundable for time-sensitive event coverage), and that policy was clearly disclosed in the Platform before the User accepted the proposal, that policy controls over §9.2 for that booking, subject to the Platform's right to grant goodwill exceptions.

9.7 Force Majeure

Neither Party is liable for delay or cancellation caused by force majeure, including severe weather, natural disaster, government order, public-health emergency, terrorism, riot, strike, utility or network outage, or other event beyond reasonable control. The booking may be rescheduled, mutually cancelled without penalty, or, if neither is feasible, refunded as to amounts not already earned. Custom Shoots may be rescheduled within thirty (30) days under §5.10.

9.8 Dispute of Cancellation Penalties

Either Party may dispute a cancellation outcome by contacting support@twila.io within thirty (30) days of the event. The Company reviews on a case-by-case basis and may grant equitable relief consistent with these Terms.

10. Disputes and Refunds

10.1 Reporting Window

Users must report disputes — including service quality, photo non-delivery, conduct, or charges — within seven (7) days of the earlier of photo delivery or session completion. For non-delivery, the reporting window instead runs from the applicable delivery deadline (for Custom Shoots, the end of the Photographer's stated delivery window under §5.5).

10.2 Resolution Process

The Company may, but is not obligated to, mediate disputes, request additional information, withhold payouts pending review, issue refunds or Credits, or impose enforcement actions under §20. The Company is not a party to the underlying services contract and is not a guarantor.

10.3 Chargebacks

See §8.8.

10.4 Sole Pre-Arbitration Step

Use of the Platform's dispute process under §10 is not a prerequisite to formal dispute resolution under §23, but the Parties agree to make a good-faith attempt to resolve disputes via Platform dispute mechanisms before initiating arbitration.

11. Photo Ownership, Licensing, and Usage Rights

11.1 Default: Photographer Retains Copyright

Unless the User purchases a higher Rights Tier under §11.2, the Photographer retains all right, title, and interest in and to the photos, including all copyrights.

11.1.1 User Personal-Use License (Base Tier)

Upon delivery, the Photographer grants the User a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, non-transferable license to:

• use, reproduce, display, distribute, and modify the photos for personal, non-commercial purposes;
• post on personal social media accounts, dating profiles, personal websites, and similar personal platforms;
• print for personal use (wall art, gifts, personal albums);
• share privately with friends and family;
• edit, crop, filter, or otherwise modify for personal use.

This license does not permit:

• commercial advertising, marketing, paid promotions, or any use that generates direct revenue from the photo;
• sale, resale, or sublicensing of the photos;
• use in commercial products, merchandise, or packaging;
• use in stock image libraries or as model photos for AI training or licensing platforms;
• broadcast, theatrical, or editorial publication beyond personal social media.

11.1.2 Photographer Retained Rights (Base Tier)

Subject to §11.1.1, §11.3, §13, and the User's visibility settings (§11.5), the Photographer retains the right to:

• display the photos in personal portfolios (online and offline);
• post on the Photographer's professional social media accounts and photography platforms;
• use for self-promotion and marketing of the Photographer's photography services;
• submit to competitions, exhibitions, and editorial publications, with credit and without identifying the User by name, social media handle, employer, or other specific personal details, except where the User has given separate written consent through the Platform.

The Photographer may not sell, license, or sublicense photos to third parties or use them in a manner that would constitute a commercial endorsement of any product or service by the User.

11.2 Configurable Rights Tiers and Upgrades

Photographers may offer User upgrades to broader usage rights, including a Full Rights Tier, through one or more Rights Tier products configured in the Platform.

11.2.1 Mechanics

Each Rights Tier:

• is offered by the Photographer at the Photographer's configured price (within Platform-published ranges and a Platform-published fee share);
• is disclosed to the User in the Platform, with the scope of rights conveyed, before purchase;
• is purchased at booking or within ninety (90) days of photo delivery;
• after the 90-day window, must be negotiated directly between User and Photographer outside the Platform.

11.2.2 Full Rights Tier (Assignment)

Where the User purchases a Full Rights Tier, the Photographer irrevocably assigns to the User all worldwide right, title, and interest in and to the session photos, including all copyrights and (to the extent waivable) moral rights. The Photographer:

• consents in advance to this assignment by accepting these Terms and by listing the Full Rights Tier for sale;
• by clicking "Confirm" on each Full Rights Tier sale, executes an electronic signature constituting a writing for purposes of 17 U.S.C. §204(a) sufficient to assign copyright;
• will execute any further reasonable documents required to effectuate the assignment.

If, despite the foregoing, the assignment is held invalid for any reason in any jurisdiction, the Photographer instead grants the User a perpetual, irrevocable, exclusive, worldwide, royalty-free license, with the right to sublicense, to use, reproduce, distribute, display, modify, and exploit the photos for any purpose, including commercial purposes.

11.2.3 Intermediate Tiers

Photographers may offer intermediate tiers (e.g., social-media commercial, single-campaign advertising, broadcast, extended-use) at Photographer-set prices. The scope conveyed is set forth in the Platform at purchase and incorporated into these Terms by reference for the applicable booking.

11.2.4 Photographer Portfolio License After Upgrade

After any Full Rights Tier purchase, the User grants the Photographer a limited, non-exclusive, non-transferable, revocable license to use the session photos solely for personal-portfolio and self-promotional use, subject to §11.1.2 and to the User's visibility settings (§11.5).

11.3 Platform License (Twila)

Twila does not claim ownership of photos. By uploading or transmitting photos, Users and Photographers grant Twila a perpetual, worldwide, royalty-free, non-exclusive, sublicensable license to:

• host, store, cache, transmit, and back up photos as necessary for Platform operations;
• display photos within the Platform interface, subject to applicable visibility settings;
• generate variants (thumbnails, web-optimized versions), compute content and perceptual hashes, and apply technical processing (e.g., compression, format conversion);
• access, review, and process photos and metadata for moderation, safety, NCII/CSAM detection, quality control, customer support, fraud prevention, dispute resolution, legal compliance, enforcement of these Terms, and security incident response;
• retain copies as necessary for backups, audit trails, and legal obligations.

This license is not affected by photo visibility settings with respect to internal Platform operations, including moderation and safety, but is constrained by visibility settings as to public display.

Twila does not use uploaded photos to train generative AI models, sell photos to third parties, or license photos as stock imagery. AI/ML use is described in §18.

11.4 Moral Rights Waiver

To the maximum extent permitted by applicable law, the Photographer waives all moral rights (including rights of attribution and integrity) in photos created through the Platform, whether under the Visual Artists Rights Act, state law, or other doctrine. Where waiver is not permitted, the Photographer agrees not to assert such rights against the User, the Platform, or their respective licensees.

11.5 Photo Visibility Settings

Users may designate each photo as "public" or "private."

• Public photos may appear in the Platform's discovery surfaces (Explore feed, location feed, zone feed, Drops where applicable), may be selected by the Photographer for portfolio use, and may be subject to Platform-wide display features.
• Private photos are viewable and downloadable only by the User; are excluded from discovery and Photographer portfolio selection; and remain subject to Twila's internal access under §11.3.

Visibility controls govern Platform display only and do not modify, restrict, or expand any underlying intellectual property rights. After a Full Rights Tier purchase, a User's designation of session photos as private effectively revokes the Photographer's portfolio license under §11.2.4 as to Platform access, and the Photographer must remove the photos from any external portfolios and promotional materials within fourteen (14) days of notification.

11.6 No Implied Rights

No rights are granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

12. User-Generated Content Beyond Booking Photos: Drops, Explore, Bios, Comments

12.1 Scope

In addition to booking photos, you may upload or submit other content to the Platform, including:

• "Drops" — short-form photo posts by Users;
• Explore photos uploaded by Photographers as portfolio or location content;
• profile bios, captions, comments, replies, reviews, ratings, and other text submissions;
• reports and dispute communications (collectively, "User Submissions").

12.2 License to the Company

You grant the Company the same Platform License described in §11.3 with respect to your User Submissions.

12.3 Your Representations

You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions in your User Submissions; that the User Submissions do not violate any third party's intellectual property, privacy, or publicity rights; and that they do not violate §14.

12.4 Right to Moderate

The Company may, but is not obligated to, monitor, screen, edit, refuse, remove, hide, demote, or terminate any User Submission. The Company is not a publisher of User Submissions and reserves the protections of 47 U.S.C. §230 and analogous laws.

13. Subject Consent and Model Release

13.1 User Representations

By booking a session, the User represents and warrants that:

• the User has all authority necessary to authorize photography of themselves;
• the User has obtained any necessary consent of any other identifiable subject who will be photographed during the session, including consent to the use, display, retention, and Platform processing of the resulting photos under these Terms;
• if any subject is under 18, the User is the parent or legal guardian of that subject or has obtained the parent's or legal guardian's consent;
• the User will not request a session at a location where the User does not have lawful access; and
• the User will not request the inclusion of any identifiable third party who has not consented.

13.2 Photographer Obligations

The Photographer agrees not to knowingly photograph identifiable third parties who have not consented and to honor reasonable requests from third parties to refrain from or cease photography.

13.3 Commercial Use; Releases

Use of a photo for commercial purposes (under a Full Rights Tier or otherwise) may require additional model releases or property releases. The User is responsible for obtaining all such releases.

13.4 Subject Removal Requests

A subject who is not the booking User may request removal of an identifying photo through support@twila.io. The Company will evaluate such requests in accordance with applicable law and may remove or hide the photo at its discretion; removal does not necessarily revoke licenses under §11 as among the User, Photographer, and Company.

14. Community Standards and Prohibited Conduct

You agree not to engage in, and not to encourage or facilitate others to engage in, any of the following on or through the Platform:

• Off-Platform circumvention. Soliciting or completing transactions outside the Platform for sessions or services initiated through the Platform, including paying or receiving payment off-Platform.
• Fraud, deception, or misrepresentation, including impersonating any person, misrepresenting your identity, equipment, or qualifications, or staging fake bookings.
• Harassment, threats, intimidation, doxxing, or stalking of any User, Photographer, subject, or Company personnel.
• Hate speech, content that incites violence, terrorism, or unlawful acts, or content targeting protected classes.
• Non-consensual intimate imagery ("NCII"), child sexual abuse material ("CSAM"), nudity or sexual content involving non-consenting subjects, and any depiction reasonably believed to involve a minor.
• Sexual services or sexually explicit content as the subject of a booking.
• Audio or video recording without consent in jurisdictions requiring all-party or two-party consent.
• Trespass or photography in locations where you lack lawful access.
• Scraping, automated access, reverse engineering, decompilation, or interference with Platform operations.
• Unauthorized data collection, including collecting other Users' or Photographers' contact information for purposes other than completing a Platform booking.
• Spam, unsolicited promotional content, or commercial solicitation in messaging or comments.
• Use of the Platform to facilitate illegal acts, including drug trafficking, weapons trafficking, human trafficking, money laundering, or sanctions evasion.
• Account sharing or transfer outside what is permitted by these Terms.

Violations may result in content removal, account suspension or termination, refund refusal, payout withholding, and referral to law enforcement.

15. Reporting, Content Moderation, and NCII/CSAM

15.1 In-App Reporting

The Platform provides reporting tools for photos, Drops, comments, messages, Users, and Photographers. Reports are reviewed in accordance with our Community Standards and may result in content removal or account action.

15.2 Automated Moderation

The Platform uses automated tools (currently AWS Rekognition) to scan uploaded content for indicators of prohibited content. Additional matching tools (such as hash-based detection for known CSAM and NCII) may be added; their introduction will be disclosed in the Platform. Automated decisions may be reviewed by Company personnel.

15.3 NCII Notice and Takedown

Consistent with the federal TAKE IT DOWN Act (Pub. L. 119-12, enacted May 2025) and applicable state law, the Company maintains a process to receive notice of non-consensual intimate imagery and remove or disable access to such content within forty-eight (48) hours of valid notice. To submit an NCII notice, email ncii@twila.io or use the in-app report flow.

A valid NCII notice must include (i) identification of the imagery and where it appears, (ii) a statement that the subject did not consent to the imagery or its publication, (iii) sufficient contact information to communicate with the reporter, (iv) a statement under penalty of perjury that the reporter is the depicted individual or an authorized representative, and (v) physical or electronic signature.

15.4 CSAM

Suspected CSAM is reported to the National Center for Missing & Exploited Children (NCMEC) as required by 18 U.S.C. §2258A and is preserved consistent with applicable law. Accounts involved in CSAM are terminated and may be reported to law enforcement.

15.5 Repeat Infringer Policy

Pursuant to 17 U.S.C. §512, the Company maintains and enforces a policy of terminating, in appropriate circumstances, the accounts of repeat infringers of intellectual property rights.

15.6 DMCA Counter-Notice

If your content was removed in response to a DMCA notice and you in good faith believe the removal was in error, you may submit a counter-notice to dmca@twila.io meeting the requirements of 17 U.S.C. §512(g)(3). We may restore the content if the original complainant does not file suit within the statutory window.

16. Safety in In-Person Sessions

16.1 You Bear the Risk of Real-World Meetings

The Platform is a connection service. Real-world meetings between Users and Photographers, like any meeting between adults previously unknown to one another, carry inherent risks. The Company does not supervise, attend, secure, or insure any session.

16.2 Photographer Conduct

Photographers agree, while providing services through the Platform, not to be impaired by drugs or alcohol, not to carry weapons (except where lawful and disclosed to the User), not to engage in unwanted physical contact, and to honor reasonable User requests to alter the location, terminate the session, or refrain from a particular shot.

16.3 User Conduct

Users agree to provide accurate location information, to meet only in locations where the User has lawful access, to refrain from impairment, to refrain from any request for illegal acts or for content the Photographer reasonably declines, and to honor the Photographer's safety concerns.

16.4 Emergencies

In an emergency, call 911 (or your local emergency number) first; the Platform is not a substitute for emergency services. Notify the Company afterward at support@twila.io.

16.5 Termination of Session for Safety

Either Party may terminate a session for safety reasons and report the termination through the Platform. Cancellation and forfeit provisions may be adjusted in the Company's reasonable discretion in light of safety circumstances.

17. Account Suspension, Restriction, and Termination

17.1 Grounds

The Company may suspend, restrict, or terminate any account at its reasonable discretion for, among other things, violations of these Terms, fraud or abuse, repeated disputes or chargebacks, risk or compliance concerns, repeated low ratings, suspected unlawful activity, or material misrepresentation.

17.2 Restricted Status

A restricted account retains read access but may be prevented from making new bookings, receiving payouts, or using certain features. Restriction may follow, among other triggers, exceeding the date-of-birth change limit (§3.3), failure to complete required verification, or being the subject of an open investigation.

17.3 Notice and Appeal

The Company will provide reasonable notice of suspension, restriction, or termination, except where notice is prohibited by law, would compromise an investigation, or where the action is necessary to prevent imminent harm. You may appeal by contacting support@twila.io. The Company will review appeals in good faith but reserves final discretion.

17.4 Effect on Funds

Funds held by the Company at the time of termination remain subject to these Terms. Payouts owed will be released net of any forfeits, disputes, fees, or holdbacks. Credits (§8.5) may be forfeited upon termination for cause.

17.5 Effect on Content

Following termination, you may not access or upload to the Platform. The licenses in §11 and §12.2 survive termination, except that Photographer portfolio licenses tied to Full Rights Tier bookings may be revoked by the User in accordance with §11.5.

18. AI and Automated Processing

18.1 Scope

The Platform currently uses artificial intelligence / machine-learning services for the following purposes:

• Content moderation (AWS Rekognition) to detect prohibited content under §14 and §15;
• Booking-brief generation and prompt-based assistance (currently using the OpenAI API), where User-provided text is sent to a third-party model provider for processing.

The Company may introduce AI/ML in additional areas (e.g., search ranking, recommendations, image enhancement) in the future. Material additions will be disclosed in the Platform and, where required by law, by notice under §28.

18.2 No AI Training on User Content

The Company does not use User Submissions or booking photos to train generative AI or foundation models, and the Company instructs its third-party AI providers not to retain or train on submitted content beyond what is necessary to return a response.

18.3 Automated Decisions

Where an automated decision (e.g., automated removal of a photo, automated restriction of an account) materially affects you, you may request human review by contacting support@twila.io.

18.4 Third-Party AI Providers

Third-party AI providers (e.g., OpenAI, AWS) process content under their own terms, in addition to the Company's privacy controls. See the Privacy Policy.

19. Subscriptions and Auto-Renewal

19.1 Subscription Products

The Platform may offer paid subscription products providing enhanced features. Subscription terms (price, billing cadence, features) are displayed before purchase.

19.2 Auto-Renewal

Unless otherwise disclosed, subscriptions automatically renew at the end of each billing period at the then-current price. You will be charged using your payment method on file.

19.3 Cancellation

You may cancel at any time through the Platform (Settings → Subscription) or, if purchased through Apple App Store or Google Play, through the applicable store. Cancellation takes effect at the end of the current billing period unless otherwise required by law. No partial-period refunds are provided except as required by applicable law.

19.4 California Auto-Renewal Law; FTC Click-to-Cancel

For California residents and where required by applicable law, including the FTC's "Click-to-Cancel" rule and California Business and Professions Code §17602: (i) the price, renewal cadence, and cancellation method are disclosed in clear and conspicuous form before checkout; (ii) you will receive electronic confirmation of the subscription terms after purchase; (iii) cancellation is available in the same medium used to subscribe; (iv) you will receive a renewal notice at least three (3) and not more than twenty-one (21) days before any annual renewal at a price greater than $50; and (v) for free trials converting to paid, you will receive a separate consent prompt and a reminder before conversion.

19.5 In-App Purchases via App Stores

Where subscriptions are purchased through Apple App Store or Google Play, the applicable store's terms govern billing, refunds, and family sharing. The Company does not control store-side refund decisions.

20. Featured Placements and Paid Promotions

Where a Photographer or location is "featured" or otherwise promoted in the Platform in exchange for fees, the Platform will clearly label such placements (e.g., "Featured," "Promoted," "Ad") consistent with FTC Endorsement Guides and applicable state law.

21. Disclaimer of Warranties

21.1 As-Is

THE PLATFORM AND ALL CONTENT AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

21.2 No Warranty of Outcome

The Company makes no warranty regarding artistic quality, count, resolution, suitability for any purpose, accuracy of search results, photographer availability, location accuracy, weather forecasts displayed in the Platform, recommended locations, or any specific outcome of a session.

21.3 Real-World Meetings

The Company expressly disclaims any warranty as to the conduct, qualifications, identity, fitness, or trustworthiness of any User or Photographer.

21.4 Mandatory-Warranty Jurisdictions

Some jurisdictions do not allow disclaimers of certain warranties; in those jurisdictions, the disclaimers above apply only to the extent permitted.

22. Limitation of Liability

22.1 Exclusions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOST PROFITS, LOST REVENUES, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY.

22.2 Cap

THE COMPANY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE TOTAL FEES PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

22.3 Specific Exclusions

Without limiting §22.1, the Company is not liable for: (i) the conduct of any User, Photographer, or third party; (ii) any in-person meeting or session; (iii) any photo content; (iv) services or content of third parties (Stripe, Twilio, OpenAI, AWS, Expo, Apple, Google, carriers); (v) location data accuracy; (vi) loss of original photo files after the 30-day window (§7.4); or (vii) force majeure (§9.7).

22.4 Jurisdictional Limits

Some jurisdictions do not allow exclusion or limitation of certain damages. In those jurisdictions, the Company's liability is limited to the smallest amount permitted by law.

23. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• your conduct on or off the Platform in connection with a Platform booking or interaction;
• your services or content;
• your breach of these Terms;
• your violation of any law or third-party right (including subject likeness/privacy claims under §13, IP claims, and tax obligations);
• for Users, claims by any subject of a session photo for which the User failed to obtain consent under §13;
• for Photographers, claims by any User or third party arising from the Photographer's services.

The Company may assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate.

24. Arbitration, Class Action Waiver, and Mass-Arbitration Procedures

24.1 Agreement to Arbitrate

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM ("DISPUTE") WILL BE RESOLVED EXCLUSIVELY BY BINDING INDIVIDUAL ARBITRATION, EXCEPT THAT EITHER PARTY MAY (I) BRING CLAIMS IN SMALL-CLAIMS COURT IF ELIGIBLE; OR (II) SEEK EQUITABLE OR INJUNCTIVE RELIEF IN COURT FOR INTELLECTUAL PROPERTY OR TRADE-SECRET CLAIMS.

24.2 Administrator and Rules

Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules and, if applicable, the Mass Arbitration Supplementary Rules in effect at filing.

24.3 Class Action Waiver

YOU AND TWILA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

24.4 Mass-Arbitration Bellwether

If twenty-five (25) or more substantially similar claims are filed against the Company within a sixty (60)-day window by claimants represented by the same or coordinated counsel, the Parties agree to a bellwether process:

• Each side selects five (5) bellwether cases to proceed first in individual arbitration.
• Remaining claims are stayed pending the bellwether outcomes and a thirty (30)-day good-faith settlement window.
• After the stay, the Parties may proceed with remaining cases or other agreed resolution.
• Arbitration filing fees in excess of the per-claim cap under AAA's Mass Arbitration Supplementary Rules will be shared as those rules provide.

24.5 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@twila.io within thirty (30) days of first accepting these Terms (or, for existing users, within thirty (30) days of the effective date of these revised Terms). Notice must include your name, account email, and a statement that you are opting out. If you opt out, neither Party will be bound by §24, but all other provisions of these Terms apply.

24.6 Survival

This Section 24 survives termination of these Terms.

24.7 Severability

If any portion of §24 is held unenforceable, the remainder will continue in effect; provided that, if the class-action waiver is held unenforceable, the entire §24 is null and void for that Dispute, which will then be resolved in court under §25.

25. Governing Law and Venue

These Terms are governed by the laws of the State of Texas without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs §24. To the extent any Dispute is not subject to arbitration, exclusive jurisdiction and venue lies in the state and federal courts located in Harris County, Texas (or the county where Twila's principal place of business is then located), and you consent to personal jurisdiction in those courts. Nothing in this Section deprives you of mandatory consumer protections under the law of your state of residence.

26. Order of Precedence

In the event of a conflict between these Terms and another document or agreement applicable to your use of the Platform, the order of precedence is, from highest to lowest:

1. Mandatory applicable law;
2. Any signed individually negotiated written agreement between you and the Company;
3. These Terms;
4. The Community Standards / Code of Conduct;
5. The Privacy Policy (which governs privacy matters notwithstanding this hierarchy);
6. Booking-specific terms accepted in the Platform (e.g., a Photographer's per-shoot cancellation policy under §9.6 or a Custom Shoot proposal under §5);
7. A Photographer's external contract attached to a booking, only to the extent not in conflict with the foregoing.

A Photographer's external contract cannot vary the rights of the User as set forth in these Terms, nor diminish the Company's rights or remedies.

27. Notices

Notices to you may be delivered by email to the address on file, by SMS (if you have provided SMS consent), or by in-app notification. Notices to Phone-Only Accounts (§6.6) may be delivered solely by in-app notification or SMS, and such delivery is sufficient. Notices to the Company must be sent to legal@twila.io.

You are responsible for keeping your contact information current.

28. Changes to These Terms

The Company may update these Terms from time to time. For material changes, the Company will provide at least thirty (30) days' advance notice through in-Platform notice, email, or push, and the changes will take effect on the date stated in that notice. For non-material updates, the Company will post the revised Terms with an updated "Last Updated" date. Continued use of the Platform after the effective date constitutes acceptance.

Material changes to mandatory arbitration (§24) will not apply to claims that accrued before the effective date.

The Community Standards / Code of Conduct is separately versioned. When that version increments, you may be required to re-accept it before continuing to use the Platform.

29. DMCA Notice and Designated Agent

Twila respects the intellectual property rights of others. If you believe content on the Platform infringes your copyright, please send a written notification under the Digital Millennium Copyright Act ("DMCA") to our designated agent:

A valid DMCA notice must contain the elements set forth in 17 U.S.C. §512(c)(3): (a) a physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and its location on the Platform; (d) your contact information; (e) a statement of good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and you are authorized to act.

Counter-notices may be submitted to the same agent under §512(g)(3).

Repeat infringers are terminated under §15.5.

The Company's designated DMCA agent is registered with the U.S. Copyright Office.

30. General

30.1 Entire Agreement

These Terms (with the incorporated policies) constitute the entire agreement between you and the Company regarding the Platform and supersede all prior agreements on the subject.

30.2 Severability

If any provision is held invalid or unenforceable, the remainder will continue in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

30.3 No Waiver

No failure to exercise a right is a waiver of that right. Waivers must be in writing.

30.4 Assignment

You may not assign these Terms or your rights or obligations under them without the Company's prior written consent. The Company may assign these Terms to an affiliate, in connection with a merger, acquisition, or sale of assets, or otherwise on notice.

30.5 No Third-Party Beneficiaries

Except for the indemnified parties under §23 and Stripe, Apple, and Google with respect to their respective Terms, there are no third-party beneficiaries.

30.6 Headings

Section headings are for convenience only and do not affect interpretation.

30.7 Construction

The Terms will not be construed against the drafter.

30.8 Survival

Provisions that by their nature survive termination — including §§3.4, 7.4, 8.4, 8.5, 8.6, 11, 12, 13, 14, 15, 17.4, 17.5, 21, 22, 23, 24, 25, 26, 27, 28, and 30 — survive.

30.9 Export and Sanctions

You represent you are not located in, and will not use the Platform from, a country subject to U.S. embargo, and that you are not on any U.S. government denied-party list.

30.10 Apple App Store EULA Supplement

If you obtained the Twila app from the Apple App Store, the following additional terms apply: (i) these Terms are between you and Twila, not Apple, and Apple is not responsible for the app or its content; (ii) the license granted to you is limited to use on Apple-branded products you own or control, in accordance with the Apple Media Services Terms; (iii) Apple has no obligation to provide maintenance or support; (iv) Apple is not responsible for any product warranties (express or implied) and you may notify Apple to refund the purchase price (if any); (v) Twila, not Apple, is responsible for claims relating to the app or its content; (vi) Twila, not Apple, is responsible for IP infringement claims; (vii) you represent you are not in an embargoed country; (viii) Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to the app, and upon your acceptance, Apple has the right (and is deemed to accept the right) to enforce these Terms against you with respect to the app.

30.11 Google Play Supplement

If you obtained the Twila app from Google Play, you agree that Google has no responsibility for the app or its content and acknowledge the Google Play Terms of Service govern your acquisition of the app.

30.12 Texas Consumer Notice

The Company is a Texas entity. Texas residents may have rights under the Texas Data Privacy and Security Act and other Texas consumer-protection laws, which are not waived by these Terms.

31. Contact

• General support: support@twila.io
• Legal notices and arbitration opt-out: legal@twila.io
• DMCA: dmca@twila.io
• NCII reports: ncii@twila.io
• Privacy / data requests: privacy@twila.io