Amendment to Twilio Terms of Service Applicable to Government Users
Last Updated June 6, 2014
This Amendment to Twilio's Terms of Services applies only to users of the Twilio Services that are accessing or using or wish to access or use the Twilio Services in their capacity as government or public entities or in their capacity as employees of a government or public entity. If you are a government or public entity, then this Amendment applies to you. If not, then only Twilio's Terms of Service apply to you.
This Amendment is an agreement between Twilio, Inc. ("Twilio") and U.S. Government users of the services provided by Twilio, including all programs, features, functions and report formats, and subsequent updates or upgrades of any of the foregoing made generally available by Twilio (the "Twilio Services"), and this Amendment applies solely to any U.S. Government agency users, account holders and subscribers who use the Twilio Services on behalf of such U.S. Government agency (the "Agency").
You, as a United States Government entity, are required, when entering into agreements with other parties, to follow applicable federal or state laws and regulations, including those related to ethics, privacy and security, accessibility, federal records, limitations on indemnification, fiscal law constraints, advertising and endorsements, freedom of information, and governing law and dispute resolution forum.
Twilio and You (together, the "Parties") agree that modifications to Twilio's standard Terms of Service, available at https://www.twilio.com/legal/tos (the "TOS") are appropriate to accommodate Your legal status, Your public (in contrast to private) mission, and other special circumstances. Accordingly, the TOS are hereby modified by this Amendment as they pertain to Agency's use of the Twilio Services.
A. Government entity
"You" within the TOS shall mean the Agency itself and shall not bind in their individual capacity (i) the individual(s) who utilize the Twilio Services on Agency's behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency. Twilio will look solely to the Agency to enforce any violation or breach of the TOS by such individuals, subject to federal law.
B. Public purpose
Any requirement(s) set forth within the TOS that use of the Twilio Services be for private, personal and/or non-commercial purposes is hereby waived.
C. Agency content serving the public
Twilio hereby approves Agency's distribution or other publication via the Twilio Services of materials that may contain or constitute promotions, advertisements or solicitations for goods or services, so long as the material relates to the Agency's mission and complies with any requirements set forth in the TOS.
All indemnification and damages provisions of the TOS are hereby waived. Liability of Agency for any breach of the TOS or this Amendment, or any claim arising from the TOS or this Amendment, shall be determined under the Federal Tort Claims Act, or other governing authority. Liability of Twilio for any breach of the TOS or this Amendment, or any claim arising from the TOS or this Amendment, shall be determined by applicable federal or state law.
E. Governing law
The dispute resolution provision in the TOS is hereby deleted. The TOS and this Amendment shall be governed, interpreted and enforced in accordance with applicable federal laws of the United States of America, and exclusive jurisdiction shall be in the appropriate U.S. federal courts. To the extent permitted by federal law, the laws of the State of California will apply in the absence of federal law.
F. Changes to standard TOS
Language in the TOS reserving to Twilio the right to change the TOS without notice at any time is hereby amended to grant You at least three (3) days' advance notice of any material change to the TOS. Twilio shall send this notice to the email address You designate at the time You sign up for service, and You shall notify Twilio of any change in the notification email address during the life of the Amendment. If the TOS provides for advance notice of material changes to the TOS, then the foregoing amendment does not apply.
G. Access and use
Twilio acknowledges that the Agency's use of the Twilio Services may energize significant citizen engagement. Language in the TOS allowing Twilio to terminate service or close the Agency's account, at any time, for any reason, is modified to reflect the Parties' agreement that Twilio may unilaterally modify or discontinue service, temporarily or permanently, and/or terminate the Agency's account only for breach of the Agency's obligations under the TOS or its material failure to comply with the instructions and guidelines posted on Twilio's website, or if Twilio ceases to operate the Twilio Services generally. Twilio will provide the Agency with a reasonable opportunity to cure any breach or failure on the Agency's part.
H. Limitation of liability
The Parties agree that nothing in the "Exclusion of Damages; Limitation of Liability" clause or elsewhere in the TOS in any way grants Twilio a waiver from, release of, or limitation of liability pertaining to, any past, current or future violation of federal law.
I. Uploading, deleting
The Parties understand and agree that You are not obligated to distribute any Customer Data through the Twilio Services, and You reserve the right to remove any and all Customer Data at Your sole discretion.
J. No endorsement
Twilio agrees that Your seals, trademarks, logos, service marks, trade names, and the fact that You use the Twilio Services shall not be used by Twilio in such a manner as to state or imply that Twilio's services are endorsed, sponsored or recommended by You or by any other element of the Federal Government, or are considered by these entities to be superior to any other products or services. Twilio agrees not to display any Agency or government seals or logos on Twilio's homepage or elsewhere on Twilio's website, unless permission to do has been granted by the Agency or by other relevant federal government authority. Twilio may list the Agency's name in a publicly available customer list so long as the name is not displayed in a more prominent fashion than that of any other third party name.
K. No business relationship created
The Parties are independent entities and nothing in this Amendment or the TOS creates an agency, partnership, joint venture, or employer/employee relationship.
L. No cost agreement
Nothing in this Amendment or the TOS obligates You to expend appropriations or incur financial obligations.
M. Provision of data
N. Separate future action for fee-based Services
Twilio provides some Twilio Services at a basic level free of charge to the public, but this may change in the future. You acknowledge that, while Twilio may provide You with some services and features for free, Twilio reserves the right to begin charging for those services and features at some point in the future. Twilio will provide You with advance notice of a change involving the charging of fees.
Neither Party may assign its obligations under this Amendment or the TOS to any third party without prior written consent of the other, except that Twilio may, without the Agency's consent, assign its obligations under this Amendment or the TOS to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of Twilio's assets.
P. Precedence; Further Amendment; Termination
This Amendment constitutes an amendment to the TOS; language in the TOS indicating it may not be modified or that it alone is the entire agreement between the Parties is waived. If there is any conflict between this Amendment and the TOS, or between this Amendment and other rules or policies on Twilio's website, this Amendment shall prevail. This Amendment may be further amended only upon written agreement executed by both Parties. Agency may close Agency's account and terminate this Amendment at any time.
Q. Posting and availability of this Amendment
This Amendment shall be posted with the TOS posted on Twilio's website either by incorporation of its text or via an integral link. The parties agree this Amendment contains no confidential or proprietary information, and either party may release it to the public at large. You may also post it for the benefit of other U.S. Government agencies interested in using the Twilio Services on http://www.howto.gov/ or similar federal informational websites.
Twilio will, in good faith, exercise due diligence using generally accepted commercial business practices for IT security, to ensure that systems are operated and maintained in a secure manner, and that management, operational and technical controls will be employed to ensure security of systems and data. Twilio agrees to discuss implementing additional security controls as deemed necessary by the Agency to conform to the Federal Information Security Management Act (FISMA), 44 U.S.C. 3541 et seq.