Twilio Flex: CustomerAI Addendum

Last Updated: February 14, 2024

This Twilio Flex: CustomerAI Addendum (“Addendum”) is effective as of the date you (“Customer” or “you”) initially enable the applicable AI/ML Feature (as defined below) within the Twilio Flex product offering (“Flex Service”). Twilio may update the terms of this Addendum from time to time, provided that Twilio provides Customer with reasonable prior written notice of any material updates. If Customer does not agree to the material updates to the terms of this Addendum, Customer will have the opportunity to discontinue its use of AI/ML Feature(s).

IF YOU DO NOT AGREE WITH THE TERMS OF THIS ADDENDUM, YOU SHOULD NOT ENABLE ANY AI/ML FEATURES WITHIN THE FLEX SERVICE.

This Addendum is between Customer and the Twilio entity that has entered into the agreement (“Twilio”) covering Customer’s use of Twilio’s platform (“Agreement”) and forms part of the Agreement.

1. Definitions

“AI/ML Content” means (a) any Input (as defined below) that is processed through an AI/ML Feature (as defined below) and/or (b) any Output (as defined below) prompted or generated by such AI/ML Feature.

“AI/ML Feature(s)” means Twilio’s or a third party’s artificial intelligence or machine learning technology, as applicable, that is (a) capable of generating new content; (b) included as part of the Flex Service; and (c) enabled by Customer within Customer’s account.

“End User” means any user of (a) Twilio’s products and services, including the Flex Service, or (b) any software application or other products and services provided by Customer and used in connection with Customer’s use of Twilio’s products and services, including the Flex Service, under the Agreement.

“Flex Documentation” means Twilio’s standard technical documentation for the Flex Service, the current version of which is available at https://www.twilio.com/docs/flex.

“High Risk Activities” means any operation (a) of nuclear facilities, air traffic control, life support systems, or clinical purposes; (b) that is overseen by, or requires clearance or approval from, a regulatory authority; or (c) that could lead to death, personal injury, or environmental damage.

"Input" means any data or other information Customer provides to Twilio to be processed via an AI/ML Feature.

“Output” means any data or other information generated by an AI/ML Feature that is prompted by or generated from, as applicable, the Input.

“process” and “processing” means any operation or set of operations performed on AI/ML Content or on sets of AI/ML Content, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.

“processor” means the entity which processes AI/ML Content on behalf of the controller, where “controller” means a natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of AI/ML Content.

“Twilio Acceptable Use Policy” means the Twilio Acceptable Use Policy, the current version of which is available at https://www.twilio.com/legal/aup.

Any capitalized term not defined in this Section 1 will have the meaning provided in this Addendum.

2. Access to AI/ML Features.  From time to time, Twilio may make available AI/ML Features, which Customer must actively choose to enable if Customer elects to use such AI/ML Features. Customer will ensure that AI/ML Content and Customer’s use of any AI/ML Feature comply with the Agreement, this Addendum, the Twilio Acceptable Use Policy, and the Flex Documentation. All AI/ML Features are entirely optional and not required to use the Flex Service.

3. AI/ML Features Use Restrictions.  Customer may not use an AI/ML Feature (a) to develop its own artificial intelligence products, services, features, or technology, or any machine learning models or technology; (b) to mislead anyone that an Output was solely human generated; and (c) for High Risk Activities.

4. AI/ML Content

(a) Processing of AI/ML Content.  Customer and Twilio agree that Twilio and its affiliates will process AI/ML Content as a processor. Customer grants Twilio and its affiliates the right to process AI/ML Content in accordance with Customer’s instructions (i) as set forth in the Agreement, this Addendum, and as otherwise necessary to make available AI/ML Features to Customer, and which includes investigating security incidents and preventing spam, fraudulent activity, and violations of the Twilio Acceptable Use Policy, and detecting and preventing network exploits or abuse and (ii) as necessary to comply with applicable law or regulation.

(b) Output.  AI/ML Features use emerging technology that may provide Output that is inaccurate, is offensive, poses a threat to public safety, or is not designed or intended to meet Customer’s needs, expectations, or legal, regulatory, or compliance obligations. Customer is solely responsible for reviewing, editing, and amending any Output before publishing, using, or relying on such Output. Due to the nature of artificial intelligence or machine learning technology, Output may not be unique, and an AI/ML Feature may generate the same or similar Output for other customers. Twilio does not guarantee the generation of Output by any AI/ML Feature.

5. Third Party AI/ML Technology.  Twilio may use artificial intelligence or machine learning technology provided by a third party (“Third Party Technology”) to provide some or all functionality for any AI/ML Features. By using an AI/ML Feature, Customer acknowledges and permits Twilio to disclose any Input, as determined by Twilio, in its sole discretion, with a Third Party Technology provider. The AI/ML Features currently use OpenAI GPT 3.5 and Google Vertex as Third Party Technology. Customer will comply with OpenAI GPT 3.5’s Use Policy, the current version of which is available at https://www.openai.com/policies/usage-policies, and Google Vertex’s Generative AI Prohibited Use Policy, the current version of which is available at https://policies.google.com/terms/generative-ai/use-policy, in connection with Customer's use of any AI/ML Features.

6. Consents Records and Audit.  Some AI/ML Features may provide automatic speech recognition technology, speech-to-text capabilities, or natural language understanding and involve the monitoring or capture of real-time transcription of End User communications by Twilio that requires informed consent from End Users in accordance with applicable law or regulation (“Consents”). Customer will obtain Consents prior to an End User’s use of, or interaction with, the applicable AI/ML Feature(s), maintain appropriate records of all Consents it has obtained, and promptly provide evidence of such Consents to Twilio upon Twilio’s written request. Twilio will have the right to audit Customer’s consent records upon thirty (30) days prior written notice, and Customer will reasonably cooperate with Twilio in connection with such audit.

7. Ownership and Licenses.  As between the parties, (a) Twilio exclusively owns, or its Third Party Technology providers exclusively own, as applicable, all right, title, and interest in and to the AI/ML Features and (b) Customer exclusively owns all right, title, and interest in and to AI/ML Content that is unique solely to Customer.

8. Conflict.  In the event of any conflict or inconsistency between the terms of the Agreement, including any personal data processing terms set forth therein, and the terms of this Addendum, the terms of this Addendum will prevail with respect to the use of any AI/ML Feature.

9. Survival.  The terms of this Addendum will survive the expiration or termination of the Agreement.