Twilio Partner Referral Addendum
Last Updated: July 1, 2025
THIS TWILIO PARTNER REFERRAL ADDENDUM (“REFERRAL ADDENDUM”) GOVERNS THE PAYMENT OF A REFERRAL FEE (AS DEFINED BELOW) BY TWILIO TO YOU (“PARTNER”) WITH RESPECT TO A CLOSED OPPORTUNITY (AS DEFINED BELOW). THIS REFERRAL ADDENDUM SUPPLEMENTS THE TERMS OF THE TWILIO TERMS OF SERVICE, AVAILABLE AT HTTPS://WWW.TWILIO.COM/LEGAL/TOS, OR SEPARATE WRITTEN AGREEMENT COVERING THE USE OF THE TWILIO SERVICES (AS DEFINED BELOW) (“AGREEMENT”) AND IS HEREBY MADE PART OF THE AGREEMENT. ANY BREACH OF THIS REFERRAL ADDENDUM BY PARTNER WILL BE A MATERIAL BREACH OF THE AGREEMENT. ANY CAPITALIZED TERM USED BUT NOT DEFINED IN THIS REFERRAL ADDENDUM WILL HAVE THE MEANING PROVIDED IN THE AGREEMENT. ANY REFERENCES TO “CUSTOMER” IN THE AGREEMENT WILL MEAN PARTNER, TO THE EXTENT APPLICABLE, FOR THE PURPOSES OF THIS REFERRAL ADDENDUM. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE TERMS OF THE AGREEMENT AND THE TERMS OF THIS REFERRAL ADDENDUM, THE TERMS OF THIS REFERRAL ADDENDUM WILL PREVAIL.
PARTNER’S ACCEPTANCE OF THIS REFERRAL ADDENDUM HEREBY SUPERSEDES, IN ITS ENTIRETY, ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER OF THIS REFERRAL ADDENDUM.
BY ACCEPTING OR OTHERWISE AGREEING TO THESE TERMS, PARTNER AGREES TO BE LEGALLY BOUND BY THEM. IF PARTNER DOES NOT AGREE TO THE REFERRAL ADDENDUM, PARTNER SHOULD NOT ACCEPT OR OTHERWISE AGREE TO THEM. TWILIO MAY UPDATE THIS REFERRAL ADDENDUM FROM TIME TO TIME. THE UPDATED VERSION OF THIS REFERRAL ADDENDUM WILL BE AVAILABLE AT HTTPS://WWW.TWILIO.COM/EN-US/LEGAL/TWILIO-PARTNER-REFERRAL-ADDENDUM AND EFFECTIVE AND BINDING AS OF THE DATE INDICATED AT THE TOP OF THIS REFERRAL ADDENDUM.
1. Definitions
“Closed Opportunity” means a Potential Opportunity (as defined below), the corresponding Twilio approved Registration Form (as defined below), and a subsequent agreement between a Twilio Customer (as defined below) and Twilio for such Potential Opportunity.
“Minimum Spend Amount” means the total committed amount for the initial twelve (12) month period of the applicable Order Form (as defined below), exclusive of applicable taxes, payable by a Twilio Customer for purchase and use of the Twilio Services (as defined below) purchased in connection with the applicable Closed Opportunity.
“Order Form” means an ordering document between a Twilio Customer and Twilio, or an Affiliate of Twilio, executed by a Twilio Customer, which sets forth the Minimum Spend Amount.
“Potential Opportunity” means a prospective transaction for the purchase of Twilio Services by a Twilio Customer.
“Registration Form” means the registration form to register a Potential Opportunity with Twilio. Twilio will provide Partner with written instructions regarding how to register a Potential Opportunity.
“Twilio Customer” means either (a) a new customer that has not purchased or used any Twilio Services, either directly from Twilio or through a Twilio partner, that is contemplating purchasing Twilio Services in connection with a Potential Opportunity or Closed Opportunity, as applicable or (b) a prior Twilio customer that has not purchased or used any Twilio Services, either directly from Twilio or through a Twilio partner, in the twelve (12) month period prior to Partner completing a Registration Form for such prior Twilio customer and such Twilio customer is contemplating purchasing or using the Twilio Services in connection with a Potential Opportunity or Closed Opportunity, as applicable. Twilio Customer excludes any public sector entities, state or federal government-owned entities, or federally-recognized tribal entities performing governmental functions.
“Twilio Services” means any services or application programming interfaces provided by Twilio that are branded as “Twilio”, “SendGrid” or “Twilio SendGrid”. Twilio Services excludes any services or application programming interfaces provided by Twilio that are branded as “Segment”, “Twilio Segment”, or “Twilio Engage”.
2. General. Partner may refer Potential Opportunities to Twilio under this Referral Addendum in exchange for the Referral Fee (as defined below) to the extent such a Potential Opportunity becomes a Closed Opportunity. Partner will comply with the terms of this Referral Addendum and the applicable guides and policies, available at https://www.twilio.com/legal/partner-program-policies.
3. Potential Opportunity Registration. Partner will actively identify, generate, and register Potential Opportunities. Each Potential Opportunity must be registered with Twilio separately using a Registration Form. Each Registration Form is subject to Twilio’s approval. Twilio may decline to approve a Registration Form for any reason in its sole discretion, including, without limitation, if: (a) a Potential Opportunity is for an existing Twilio customer, as of the date a Registration Form is submitted to Twilio; (b) Twilio, or a Twilio partner, has already engaged in discussions with a Twilio Customer as of the date a Registration Form is submitted to Twilio; or (c) Twilio reasonably determines that acceptance would otherwise be adverse to its business interests. Partner will (i) provide any missing or supplemental information that is reasonably requested by Twilio in connection with a Potential Opportunity and (ii) reasonably cooperate with Twilio and actively introduce the appropriate Twilio point of contact to a Twilio Customer in connection with a Potential Opportunity. If Twilio does not approve a Registration Form within one-hundred and eighty (180) days from the date of submission, such Registration Form will automatically be deemed rejected by Twilio.
4. Twilio Customer Management. Twilio will be solely responsible for establishing any necessary agreements, and managing the invoicing, billing, and collection obligations for any Closed Opportunities. Twilio may discontinue any Potential Opportunity-related discussions with a Twilio Customer, for any reason, without notice to Partner, prior to a Potential Opportunity becoming a Closed Opportunity.
5. Referral Fee. Twilio will pay Partner a “Referral Fee”, which means a referral fee equal to ten percent (10%) of the Minimum Spend Amount following the start date set forth in the applicable Order Form (“Order Form Start Date”) for a Closed Opportunity. The Referral Fee will not exceed a maximum of five hundred thousand dollars ($500,000 USD). The Order Form term must be at least twelve (12) months, and the Minimum Spend Amount must be at least equal to fifty thousand dollars ($50,000 USD). Notwithstanding anything to the contrary in this Referral Addendum, no Referral Fee will be provided to Partner for any amounts paid by a Twilio Customer for (a) taxes; (b) expansion of the initial Closed Opportunity; or (c) use of any Twilio Services not contemplated in the initial Closed Opportunity.
6. Payment. All Referral Fees will be paid within ninety (90) days of the Order Form Start Date for a Closed Opportunity. In the event (a) a Twilio Customer fails to pay Twilio; (b) a Twilio Customer does not fulfill its Minimum Spend Amount obligations set forth in the applicable Order Form; or (c) any credit is issued by Twilio to a Twilio Customer after a Referral Fee has been paid to Partner, then (i) Partner will be required to refund Twilio any overpayment amount on the Referral Fee paid to Partner or (ii) Twilio will have the right to withhold any future Referral Fee amounts payable to Partner, not to exceed the overpayment amount on such Referral Fee.
7. Publicity. Each party (“Licensor”) grants the other party (“Licensee”) the right to use and display Licensor’s name and logos (“Marks”) solely as reasonably necessary to perform Licensee’s obligations under this Referral Addendum. Partner’s use of Twilio’s Marks will be subject to Twilio’s use guidelines, available at https://www.twilio.com/legal/trademark. Twilio’s use of Partner’s Marks will be subject to any use guidelines provided by Partner to Twilio in writing.
8. Permissions and Consents. Partner will ensure that it has obtained, and will continue to obtain, all necessary permissions and consents required under applicable law or regulation to provide information about a Twilio Customer to Twilio in connection with a Potential Opportunity.
9. Termination. Without limiting its other termination rights under the Agreement, Twilio may terminate this Referral Addendum immediately upon written notice to Partner at any time. Except for Partner’s breach of the Agreement or this Referral Addendum, Twilio will pay Partner the Referral Fees, if any, for any Closed Opportunity prior to the effective date of termination, in accordance with the terms of this Referral Addendum.