Acceleration Program Participation Terms

This Twilio Acceleration Program Participation Terms (the “Program Terms”) is added to the Twilio Partner Terms of Service (as set forth at https://www.twilio.com/legal/partner-terms-of-service-ptos) to which Partner has previously agreed and accepted (the “Agreement”). The Program Terms are subject in all respects to the terms of the Agreement. To the extent there is a conflict between the Program Terms and the terms of the Agreement, the Program Terms shall control. Capitalized terms not defined in these Program Terms shall have the meanings given in the Agreement.

In these Program Terms, “Twilio” refers to Twilio Inc., 375 Beale Street, Suite 300, San Francisco, CA 94105, and its affiliates. The term “Partner” refers to you. To receive the benefits of this program, you must review and accept these Program Terms by clicking on the “I Accept” button or other mechanism provided. By accepting these Program Terms, you represent that you have the legal authority to enter into these Program Terms on behalf of your organization.

PLEASE REVIEW THESE PROGRAM TERMS CAREFULLY. ONCE ACCEPTED, THESE PROGRAM TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND TWILIO. IF YOU DO NOT AGREE TO BE BOUND BY THESE PROGRAM TERMS OR DO NOT WISH TO PARTICIPATE IN THE TWILIO ACCELERATION PROGRAM, THEN DO NOT CLICK THE “I ACCEPT” BUTTON.
 

1. Joining the Program. Participation in the Twilio Acceleration Program (“Program”) is subject to the terms set forth on the Twilio Build Partner Program site located at https://www.twilio.com/partner-solutions. To be eligible for the Program, Partner must be a “silver” or “gold” member. No fee is required to be a participant in the Program. Applying to the Program does not constitute or guarantee admission into the Program, and Twilio may accept or reject any Program application in its sole discretion and for any reason. Participation in this Program does not authorize Partner, in any manner, to resell or sublicense Twilio's products or its Services or the products/services to any third party. Partner’s participation in the Program is conditioned on its acceptance of and compliance with these Program Terms and the terms of the Agreement.

Prior to its acceptance into the Program, (a) Partner’s nomination to the Program must be accepted by Twilio, (b) Partner must submit a complete summary and action plan for the Project (as defined below) that must be approved by Twilio in its sole discretion, (c) Partner must receive a welcome message from Twilio confirming that Partner is registered for the Program, which will include an estimate of the Funding (as defined below) available to the Partner, and (d) Partner must agree to the Program Terms by signing below. Partner’s acceptance into the Program does not guarantee future acceptance into the Program and Partner must submit a new Project and be nominated again in order to be considered eligible to receive future Funding. Twilio may modify any or all criteria for a given applicant in its sole discretion and is under no obligation to make the same or comparable modifications for any other applicant.

2.Program Benefits. The Program may include certain non-financial benefits that Twilio makes available from time-to-time, as determined in Twilio’s sole discretion, and as described in applicable Program documentation Twilio shall provide to Partner. If there is any direct inconsistency between these Program Terms and the terms for any specific Program benefits described in the Program documentation, the terms for the specific Program benefits will prevail to the extent of such inconsistency.

3. Fund Disbursement. Once accepted into the Program, and upon successful completion of Partner’s Marketing Event (as defined below) or POC (as defined below), as applicable, Twilio will provide Partner with a one-time cash disbursement (“Funding”), the specific amount of which will be set forth in a mutually agreed upon Statement of Work (as defined below). The Funding will be disbursed in the currency of the United States (US$) and will not include a gross-up to reflect any applicable taxes (including, but not limited to, any sales, value added or goods and services tax) or other governmental charges imposed or payable in connection with the Funding. Partner shall be solely responsible for such taxes.

• If Partner successfully creates a proof-of-concept or demo (“POC”) for an end customer (“Customer”) or completes and organizes and holds a promotional event to market Twilio Services (“Marketing Event”), (“POC” and “Marketing Event”, are collectively defined as the “Project”), Partner will receive Funding in the amount specified in the SOW Appendix (as defined below) within sixty (60) days of satisfying the requirements set forth below in Sections 3(b) or 3(c), as applicable, which will be available for use until the Funding Expiration Date. “Funding Expiration Date” is defined as 12 months from the date of the applicable Statement of Work (“Funding Start Date”). Notwithstanding anything to the contrary, any Funding granted to Partner under the Program benefits will automatically expire and end 12 months from the Funding Start Date. To the extent the Partner has not utilized the Funding in full by the Funding Expiration Date, the remaining balance of such Funding shall no longer be available to Partner. The Funding cannot be applied to any purchases made prior to the Funding Start Date.

• Operational Requirements for POC Partners.
  1. A POC Partner must use the Funding to offset the Partner’s actual costs of conducting the POC (“POC Expenses”). POC Expenses do not include travel, lodging, meals, or transportation expenses incurred by Partner.
  2. For each POC, Partner must provide Twilio with a signed copy of its statement of work or equivalent agreement with Customer, which will be used as supporting documentation for the POC Funding.
  3. Partner must complete a statement of work (“Statement of Work Appendix” or “SOW Appendix”) substantially in the form attached hereto as Exhibit A and provide a detailed description of the POC to be delivered by Partner to Customer hereunder.
  4. Twilio and Partner will cooperate reasonably and in good faith under the applicable SOW Appendix.
  5. Partner will allocate sufficient resources and timely perform all tasks necessary to enable Partner to perform its obligations under each SOW Appendix.
  6. Partner will immediately advise Twilio if Partner anticipates any delay in carrying out its obligations under the SOW Appendix.
  7. Twilio and Partner will provide complete, accurate and timely information, data and feedback as reasonably requested by the other party or Customer, as may be required for the POC, the Funding, or to otherwise fulfil each of their obligations under the Program Terms.
  8. Twilio and Partner will comply with the operational processes that may be required for the POC that are set forth in a SOW Appendix.
  9. Delivery and Acceptance of Deliverables

a. Process for Submission and Correction of Deliverables. Deliverables will be subject to such testing, inspection, acceptance or rejection in accordance with the acceptance and completion (collectively, “Acceptance Criteria”) set forth in the applicable SOW Appendix. “Deliverable” means the products and services produced by Partner as a result of a POC under any SOW Appendix, and any future bug fixes, enhancements and upgrades developed by the Partner. Deliverable will be considered a Partner Solution. Upon completion of each Deliverable under a SOW Appendix, Partner will, as applicable: (a) submit a complete copy to Twilio; and (b) at Twilio’s request, demonstrate its functionality to Twilio. Twilio is responsible for reviewing and testing all Deliverables in accordance with such SOW Appendix pursuant to any Acceptance Criteria or test plans mutually agreed upon in writing by the parties for such Deliverable. Twilio will provide Partner with written notification of acceptance for each Deliverable promptly upon acceptance, or as otherwise provided in the SOW Appendix. Timeframes may vary to align with Twilio’s obligations to its Customer.

b. Twilio shall have the right to reject all or part, or require the correction, of any Deliverable found not to meet the relevant specifications and standards or other Acceptance Criteria, whereupon such item shall be promptly replaced or corrected by Partner.

c. If Twilio and/or its Customer, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the Acceptance Criteria as specified in the applicable SOW Appendix for such Deliverable, Twilio must so notify Partner in writing after Partner’s submission of the Deliverable, specifying the deficiencies in detail. Partner will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to Twilio as soon as practicable. Twilio will again review and test the Deliverable against the agreed-upon acceptance criteria and detail any deficiencies to Partner in writing after resubmission of the Deliverable.

d. If a Deliverable fails to meet the functional requirements specified in the applicable SOW Appendix after its second resubmission to Twilio, Twilio may either, as its sole and exclusive remedy: (i) again reject the Deliverable and return it to Partner for further correction and resubmission in accordance with the process described above (if the Deliverable is not accepted after two resubmissions or (ii) terminate the relevant SOW Appendix immediately upon written notice and will not be obligated to issue any Funding to Partner.

10. Funding will only be provided to Partner once Partner successfully completes the requirements of the applicable Statement of Work.

• Operational Requirements for MDF Partners.
  1. Partner must complete a statement of work (“Statement of Work Appendix” or “SOW Appendix”) substantially in the form attached hereto as Exhibit A and provide a detailed description of the Marketing Event.
  2. Twilio and Partner will cooperate reasonably and in good faith under the applicable SOW Appendix.
  3. Partner will allocate sufficient resources and timely perform any tasks reasonably necessary to perform its obligations under each SOW Appendix.
  4. Partner must use the Funding to offset Out-of-Pocket Costs directly related to the Marketing Event.
  5. Any updates, changes, modifications to or feedback regarding the Marketing Event must be detailed and provided to Twilio in writing.
  6. An MDF Partner must submit to Twilio a complete breakdown of the total cost of the Marketing Event (“Final Costs”), with supporting documentation in the form of valid invoices, within thirty (30) days of the completion of the Marketing Event in order to receive the Funding.
  7. Partner is required to track leads, gather attribution data (i.e. Customer opened a Twilio account), register deals that result from the Marketing Event and provide all such details to Twilio promptly after the date of the Marketing Event.

4. Limitations and Exclusions of Liability and Remedy. Twilio’s disclaimers, limitation of liability and the limited remedies available to Partner as set forth in the Agreement shall be deemed to apply to all claims by Partner against Twilio for damages of any kind arising under these Program Terms.

5. Terms Regarding the Services. All terms and conditions regarding the Services and Partner’s and its End Users’ use of the Services are set forth in the Agreement, as amended by these Program Terms.

6. Term and Termination.

• Partner’s participation in this Program will automatically end on the Program Discount Term End Date.

• Termination for Convenience. Partner may terminate these Program Terms and Partner's participation in the Program, as applicable, without cause, by giving Twilio 10 days’ prior written notice of termination. Neither party will be responsible to the other for any costs or damages that are a direct result of this termination.

• Immediate Termination. These Program Terms will immediately terminate upon written notice to Partner, if (i) the Program is discontinued; or (ii) the Agreement is terminated.

• Effect of Termination. Irrespective of the reason for termination of these Program Terms or Partner’s participation in this Program, the following will apply: (a) Partner's access to both current and any further Program benefits will end and Partner will immediately stop using any such rights and benefits; and any Credits remaining in Partner’s account will no longer apply, and Partner will no longer be entitled to the Discount, and (d) Partner will no longer identify itself or hold itself out as a Program participant. Even though Partner is no longer participating in this Program, it may continue to be a Partner of Twilio, and the Agreement will continue in accordance with its terms with respect to Partner’s purchase and use of Services.

7. General Provisions.

• To the extent the context allows, Section 11 (General) of the Agreement shall apply to these Program Terms.

• Independent Contractor. For all purposes hereof and in the performance of its obligations under these Program Terms, Partner is and shall remain an independent contractor as described in Section 11.4 of the Agreement. Nothing in these Program Terms or in a SOW Appendix shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between Twilio and Partner or the Customer and Partner. Partner has no authority to commit the Customer in any way and will not attempt to do so or imply that it has the right to do so.

• Entire Agreement. The terms and conditions of these Program Terms and the Application Site, together with terms applicable to specific Program benefits, form the entire agreement between Twilio and Partner concerning the Program. They replace all prior agreements and communications between Partner and Twilio or its affiliates relating to the Program.

• Assignment. All Program benefits are personal to the Partner, and Partner may not sell, license, rent, or otherwise transfer any Program benefits. If Partner desires to assign these Program Terms or any rights or obligations under it, by operation of law, merger, change in control, or otherwise, it must obtain Twilio’s prior written consent. The Funding Expiration Date shall not be affected by the permitted assignment. Partner's assignment will not relieve Partner of Partner's obligations under these Program Terms. Any attempted assignment in violation of this Section 11(d) is void.

• Surviving Provisions. Provisions that by their nature should survive termination of these Program Terms or completion of an applicable SOW Appendix will also survive, including, without limitation, the sections of these Program Terms titled, “Fund Disbursement”, “Confidentiality”, “Indemnification,” “Limitation of Liability,” “Term and Termination”, “General” and the sections of the SOW Appendix titled “License” or “Assignment and License.”

Exhibit A

Statement of Work Appendix toAcceleration Program Participation Terms

This Statement of Work Appendix (“SOW Appendix”) is made by and between Twilio and Partner, effective as of the last date signed below (“SOW Appendix Effective Date”), is hereby incorporated into the Acceleration Program Participation Terms between Twilio and Partner (the “Program Terms”), and is subject in all respects to the Program Terms and the Twilio Partner Terms of Service (as set forth at https://www.twilio.com/legal/partner-terms-of-service-ptos) (the “Agreement”). If anything in this SOW Appendix conflicts with the Program Terms or the Agreement, then the terms of this SOW Appendix shall control. Capitalized terms not defined herein shall take the meaning ascribed to them in the Program Terms.

1) Twilio representative:

2) Partner representative:

3) Twilio’s Customer:

4) Description of POC or Marketing Event, as applicable:

5) POC delivery or Marketing Event date, as applicable:

6) The Deliverables under this SOW Appendix shall include the following:

7) Funding amount: US$

8) Percentage of POC Expenses covered by Funding:

9) Location of work or Marketing Event:

10) Acceptance Criteria:

11) Other terms:

Taxes. The Funding is provided exclusive of any applicable tax pursuant to Section 3 of the Program Terms.

License. Upon the payment of Funding from Twilio to Partner for the Deliverable, Partner grants Twilio and its affiliates a non-exclusive, perpetual, royalty-free, irrevocable, transferable, sublicensable through multiple tiers, worldwide license to copy, distribute, prepare derivative works of, make, use, modify, sell and offer to sell the Deliverable.

Assignment and License. Upon the payment of Funding from Twilio to Partner for the Deliverable, Partner assigns and agrees to assign in the future to Twilio all right, title and interest in and to the Deliverable. Twilio grants Partner a non-exclusive, perpetual, royalty-free, irrevocable, transferable, worldwide license to copy, distribute, prepare derivative works of, make, use and modify the Deliverable.