If you have a separate written agreement with Twilio, then the updates to the Terms of Service and the Service Level Agreement will not apply to you, but the updates to the Acceptable Use Policy will be effective after the update notice period provided in our separate written agreement.
As part of these updates, we have not changed your ability to use our services. You may continue to access your Twilio account and use our services as you always have.
Please be aware that by continuing to use our services after December 1, 2018, you are accepting these updated terms.
Below is a list of the substantive updates we made to our Terms of Service:
Customer Data: We’ve added information about how we use your customer data and when and how it’s deleted.
Affiliates: We’ve added information about your obligations and your affiliates’ obligations if your affiliates use our services.
Product Terms: We’ve moved all of our product-specific terms to one section, so they are easy to find. We’ve also added product-specific terms for short codes.
Payment Terms: If you pay your fees via credit card, we’ve added additional payment terms that apply to you.
Representations and Warranties: We now explicitly require that you provide the appropriate notices and secure the legally required consents to send us customer data so we may use it to provide you with our services.
We’ve also added more detailed information about your obligation to comply with applicable laws and regulations around recording and monitoring communications. In particular, if you record or monitor telephone calls or any other communications using our services, then you must get prior consent as and when required. If you don’t get this consent or fail to comply with any other legal requirements, then you agree to fully cover us for any damages and other costs that we incur as a result of your failure to do so.
Lastly, we’ve explicitly added a promise that our services will work the way we say they will in our published documentation.
Indemnification: We will fully cover any damages and other costs that you have to pay to a third party that says you have violated their intellectual property rights by using our services under our Terms of Service.
Limitation of Liability: Your overall liability to us under our Terms of Service is, in most cases, now significantly limited.
Other Updates: All other updates we’ve made to our Terms of Service are to make them clearer and easier for you (and your lawyers) to understand.
The significant updates we’ve made to our Acceptable Use Policy are in an effort to clarify your legal obligations and additional obligations from our telecommunications providers. We didn’t add any obligations to the Acceptable Use Policy, but we did try to clarify them by adding more details.
If you record or monitor phone calls or other communications using our services, we have specified that you must comply with all laws relating to those activities, including by obtaining prior consent as and when required under applicable law.
We have specified that it is a violation of our Acceptable Use Policy to use our services in a way that produces complaints from our telecommunications providers or law enforcement, government, or regulatory agencies.
You may not use our services to transmit content or other material that is illegal.
Because our telecommunications providers don’t allow it, we may suspend your use of our service if we see a high number of unanswered phone calls or phone calls that are too short.
We have not made any significant updates to our SLA that would negatively impact our committed uptime percentage to you for our APIs or any service credits you may be eligible to earn. We have only made changes to our SLA in an effort to make it easier to understand. For those of you on the Twilio Enterprise Plan, we’ve also raised our committed monthly uptime percentage for our APIs to 99.99%.
If you want to review our previous Terms of Service, then please click here.
Ahoy! And welcome to Twilio!
Twilio is a cloud communications company. Our services enable connectivity and the easy integration of telecommunications capabilities into software applications, including mobile, web-based and desktop applications.
This is our Terms of Service. As a courtesy to you, on the left side, we’ve done our best to translate the legalese into a “human readable” format (though our legal team assures us that lawyers are humans, too). You should know though that the language on the right is the legally binding stuff. While we’ve done our best to make our terms complete, readable, and understandable, you may still have additional questions. We get that. So, feel free to contact our support team at email@example.com or write to us at the addresses below:
375 Beale Street, Suite 300
San Francisco, CA 94105
Attention: Legal / Contracts Department
Twilio UK Limited,
7 Soho Square, 5th Floor
London, W1D 3QB
Attention: Legal / Contracts Department
In these Terms of Service (“Terms”), “we,”“us,”“our” or “Twilio” will refer to Twilio Inc., 375 Beale Street, Suite 300, San Francisco, CA 94105 and the terms “you,”“your” and “Customer” will refer to you. To be eligible to register for a Twilio account in order to use the Twilio Services, you must review and accept these Terms by clicking on the “I Accept” or “Get Started” button or other mechanism provided. If you are registering for a Twilio account in order to use the Twilio Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to Twilio that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “Customer” will refer to that organization). The exception to this is if that organization has a separate written agreement with Twilio covering the use of the Twilio Services, in which case that agreement will govern such use.
PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND TWILIO. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” OR “GET STARTED” BUTTON AND YOU SHOULD NOT USE THE TWILIO SERVICES.
When we refer to the “Twilio Services” in these Terms, we mean to include the whole enchilada -- (a) our platform services, including the application programming interface for the Twilio Services (“Twilio API”) and any cloud-based software provided to you by Twilio in connection with your use of the platform services, and programs, features, functions and report formats, and subsequent updates or upgrades of any of the foregoing made generally available by Twilio, and (b) connectivity services, which include the interconnection capabilities embedded within the Twilio Services that link the Twilio Services to the telecommunications providers’ networks (including fixed-line, cellular, wireless, high-bandwidth, and/or fiber optic cable) via the Internet.
IMPORTANT NOTE: THESE TERMS LIMIT OUR LIABILITY TO YOU. For more details, go to Section 14.
IN ADDITION, DISPUTES RELATED TO TERMS OR RELATED TO YOUR USE OF THE TWILIO SERVICES GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY. For more details, go to Section 18.
If you have any questions, you can reach Twilio at twilio.com/help/contact.
If you are a U.S. federal government user or otherwise accessing or using the Twilio Services in a U.S. federal government capacity, this Amendment to these Terms applies to you.
- Changes to These Terms
- Your Twilio Account(s)
- Access and Use of Our Services
- Customer Data
- Restrictions and Requirements
- Changes to the Twilio Services
- Export Controls
- Product Terms
- Fees, Payment Terms, Taxes
- Ownership and Confidentiality
- Representations and Warranties; Warranty Disclaimers
- Limitation of Liability; Emergency Services
- Term; Termination; Suspension
- Agreement to Arbitrate
We may revise these Terms from time to time. If we do, those revised Terms will supersede prior versions. Unless we say otherwise, revisions will be effective upon the effective date indicated at the top of these Terms. We will provide you advance notice of any material revisions. This notice will be provided in your Twilio account portal or via an e-mail to the e-mail address owner of your Twilio account. For other revisions, we will update the effective date of these Terms at the top of the page. We encourage you to check the effective date of these Terms whenever you visit Twilio’s website or log in to your Twilio account. Your continued access or use of the Twilio Services constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using the Twilio Services.
To use the Twilio Services, you will be asked to create a Twilio account. As part of the account creation process, you’ll be asked to provide your e-mail address, create a password, and verify that you’re a human being by providing a telephone number to which we’ll send you a verification code to enter into a form. Until you register for a Twilio account, your access to the Twilio Services will be limited to what is available to the general public. When registering for a Twilio account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You may also create sub-accounts within each Twilio account. You must keep that information true, accurate, current and complete after you create each Twilio account.
You are solely responsible for all use (whether or not authorized) of the Twilio Services under your Twilio account(s) and any subaccount(s), including the quality and integrity of your Customer Data and each Customer Application (as defined below). You are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses any Customer Application (“End Users”). You agree to take all reasonable precautions to prevent unauthorized access to or use of the Twilio Services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your Twilio account(s).
For the purchase of any phone number for which Twilio is required to have an address for you on record, it is your obligation to provide us with an accurate and current address to associate with that number. You are responsible for updating that address within fifteen (15) days of a change of address.
We will make the Twilio Services available to you in accordance with our service level agreement (“SLA”), which may be updated from time to time.
You may use the Twilio Services, on a non-exclusive basis, solely to:
Use instructions, code samples, the TwiML markup language (which is a set of instructions that tells a Twilio API what to do with an incoming request), on-line help files and technical documentation made publicly available by us for the Twilio Services (“Documentation”) and Twilio APIs as needed to develop your software applications, which includes any software applications that you create using developer tools provided by us, that interfaces with the Twilio Services and includes any services (web-based or other services) made available by you through that application (each, a “Customer Application” or “Your Application”);
Use and make the Twilio Services available to End Users in connection with the use of each Customer Application in accordance with the Documentation and our Acceptable Use Policy;
Use the Twilio Services solely in connection with and as necessary for your activities pursuant to these Terms; and
Allow your affiliates to use the Twilio Services (subject to Section 8 (Affiliates)) pursuant to this Section 3.
4.1 Use of Customer Data
“Customer Data” consists of data and other information made available to us through the use of the Twilio Services under these Terms, including, Customer Usage Data and Customer Content.
“Customer Usage Data” shall mean communications metadata processed by us for the purposes of transmitting, distributing, or exchanging communications that are made available to us through the use of the Twilio Services and include, without limitation, data used to trace and identify the source and destination of a communication, such as individual data subjects’ telephone numbers, data on the location of the device generated in the context of providing the Twilio Services, and the date, time, duration, and type of communication.
“Customer Content” shall mean content exchanged by means of use of the Twilio Services, such as text, message bodies, voice and video media, images, sound, and other content.
By the way, when we refer to “Law” in these Terms, we mean any statute, law, ordinance, regulation, rule, judgment or order of a government, court, or tribunal of competent jurisdiction, including, without limitation, any data protection laws, privacy laws, any laws that requires you to obtain consent from an End User or provide notice to an End User in connection with such End User’s use of each Customer Application, any state, federal, and international laws, regulations, and rules related to the recording or monitoring of telephone calls, SMS messages, or other communications, the U.S. Foreign Corrupt Practices Act, rules established by the Federal Communications Commission, any federal or state anti-spam statute or regulation, including the CAN SPAM Act of 2003, or any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including the Telephone Consumer Protection Act of 1991 (TCPA).
4.2 Return and Deletion of Customer Usage Data & Customer Content
Upon termination of these Terms, we may retain, use, and disclose Customer Usage Data (a) for our accounting, tax, billing, audit, and compliance purposes; (b) to investigate fraud, spam, or unlawful use of the Twilio Services; and/or (c) as required by applicable Law, provided that the retention, use, and disclosure of such Customer Usage Data for the foregoing purposes is subject to the confidentiality obligations as set forth in this Section 11.4. We will anonymize or otherwise delete Customer Usage Data when we no longer require it for the foregoing purposes. We provide you the ability to obtain a copy of Customer Content via the Twilio Services. During the Term, you agree that you are solely responsible for obtaining a copy of and deleting Customer Content via the Twilio Services. Any Customer Content archived on our back-up systems will be securely isolated and protected from any further processing, except as otherwise required by applicable Law, and deleted thirty (30) days following your initiating the deletion of Customer Content via the Twilio Services. Upon termination of these Terms, we will (x) provide you thirty (30) days after the termination effective date to obtain a copy of any stored Customer Content via the Twilio Services; (y) automatically delete any stored Customer Content thirty (30) days after the termination effective date; and (z) automatically delete any stored Customer Content on Twilio’s back-up systems sixty (60) days after the termination effective date. Notwithstanding anything to the contrary in this Section 4.2, we may retain Customer Content or any portion thereof if required by applicable Law. For more information about deleting Customer Content via the Twilio Services, please click here.
We are excited to see what you build with the Twilio Services. But, you should know there are some restrictions on what you can do with them and requirements that you must follow if you use the Twilio Services.
Except as provided in Section 3(b), you agree not to transfer, resell, lease, license or otherwise make available the Twilio Services to third parties or offer them on a standalone basis;
You will not attempt to use the Twilio Services to access or allow access to Emergency Services;
You will ensure that the Twilio Services are used in accordance with all applicable Law and third party rights, as well as these Terms and our Acceptable Use Policy, as amended from time to time;
You will ensure that we are entitled to use your Customer Data, as needed to provide the Twilio Services;
You will not use the Twilio Services in any manner that violates any applicable Law; and
Except as allowed by applicable Law, you will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with the Twilio Services.
The features and functions of the Twilio Services, including the Twilio API and our SLA, may change over time. It is your responsibility to ensure that calls or requests you make to the Twilio Services are compatible with our then-current Twilio Services. Although we try to avoid making changes to the Twilio Services that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least sixty (60) days prior to implementing those changes.
The Twilio Services may be subject to applicable U.S. export control laws and economic sanctions regulations. In receiving the Twilio Services, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to the Twilio Services, and to the extent consistent with these Terms, to obtain any necessary license or other authorization to export, re-export, or transfer the Twilio Services. These laws include restrictions on destinations, End Users, and end use. Without limitation, you may not transfer the Twilio Services without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce’s List of Denied Persons, Entity, or Unverified List, and the Treasury Department’s List of Specially Designated Nationals and Consolidated Sanctions List). You represent that you are not on a U.S. government exclusion list or under the control of or an agent for any entity on such a list, and you further warrant that you will immediately discontinue use of the Twilio Services if you become placed on any such list or under the control of or an agent for any entity placed on such a list.
Your affiliates mean any entity or person that controls you, is controlled by you, or under common control with you, such as a subsidiary, parent company, or employee. Similarly, if we refer to our affiliates, we mean an entity or person that controls us, is controlled by us, or is under common control with us. Your affiliates may use the Twilio Services pursuant to these Terms, provided that these Terms apply to your affiliates. You and your affiliates that use the Twilio Services will be jointly and severally responsible for the acts and omissions of your affiliates, including, but not limited to, their breach of these Terms. Any claim from any of your affiliates that use the Twilio Services pursuant to these Terms may only be brought against us by you on your affiliates’ behalf.
9.1 Add-ons. We may make available through the Twilio Marketplace additional features, functionality, and services (each, an “Add-on”) offered by third-party partners (each, an “Add-on Provider"). If you, at your sole discretion, choose to use an Add-on, then you will be required to accept the Add-on Provider’s terms of service (“Add-on Provider’s Terms”) as part of the Add-on installation process. You acknowledge for each Add-on you purchase through the Twilio Marketplace, the Add-on Provider’s Terms constitute a binding agreement between you and the relevant Add-on Provider only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the relevant Add-on Provider; we are acting as agent for the Add-on Provider in providing each such Add-on to you; we are not a party to the license between you and the Add-on Provider with respect to that Add-on; and we are not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that we, and our affiliates, are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that we and our affiliates have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof. The Add-on Provider’s Terms shall not modify or otherwise supersede these Terms with respect to the Twilio Services.
By purchasing an Add-on, you grant us permission to share Customer Applications and Customer Data with the Add-on Provider as necessary in order to provide you the Add-on.
The license granted to you to use any Add-on is personal to you, and is not sublicensable to your End Users, unless an Add-on is provided to your End Users through a Customer Application. You may not provide or resell Add-ons to others.
9.2 Phone Number Porting. We have certain rights with respect to the porting of phone numbers if such phone numbers are used as part of the Twilio Services. Unless otherwise required by applicable Law, we, at our sole discretion, reserve the right to refuse to allow you to port away any phone number ported into us or purchased from us. Furthermore, you understand that phone numbers are “locked” by default (i.e., we will dispute port-away requests unless you provide clear notice to us of your intent to port the number away from us) solely to prevent phone numbers from being ported away maliciously or mistakenly from us. Regardless, we may, at our sole discretion, allow you to port away phone numbers that you purchase from us and will allow you to port away phone numbers that you port to us, provided that you (a) have a production-grade Twilio account in good standing; (b) have either ported in or purchased the phone number more than ninety (90) days prior to the port-away date; (c) provide clear notice to us of your intent to port the phone numbers away from us before execution of the port-away request; and (d) are in compliance with these Terms.
If we inform you of a request to port a phone number away from us and you have resold or reprovisioned that phone number to a third party, then you agree to promptly validate the port-away request with such third party. If such third party approves the port-away request, then you agree to (x) inform us of such third party’s approval for the port-away request and (y) not take any action to prevent the execution of such port-away request.
9.3 Short Codes. If You use a short code with us, then:
You will not change your short code use case (e.g., a campaign) approved by the telecommunications providers without first working with us to have the new short code use case approved by such telecommunications providers;
You will stop sending additional messages to any party that replies by texting “STOP” (or the equivalent) to the short code, except for sending a single text message confirming that such party has been successfully opted out of the short code; and
You will follow all applicable telecommunications provider rules with respect to the use of short codes, including, without limitation, telecommunications provider rules with respect to ensuring that each of your End Users knowingly and explicitly opts in to receive messages from the short code prior to receiving any such messages.
You agree that each short code application or request for a short code submitted by you or on your behalf by us (each, a “Short Code Application”) is subject to approval from the applicable telecommunications provider. We have no control over the telecommunications provider approval process for short codes and will bear no liability if a Short Code Application is rejected by a telecommunications provider. Furthermore, if a telecommunications provider rejects a Short Code Application, then we have no obligation to refund any short code-related fees paid by you to us prior to the telecommunications provider’s rejection of the Short Code Application.
10.1 Fees. You agree to pay fees set forth in an order form between the parties (“Order Form”). If no Order Form is in effect, then you will be charged for use of the Twilio Services at the rates listed at http://www.twilio.com/pricing.
10.2 Taxes. Unless otherwise stated in an Order Form, you shall be responsible for and shall pay all Taxes imposed on or with respect to the Twilio Services that are the subject of this Agreement whether such Taxes are imposed directly upon you or upon us. “Taxes” mean all applicable federal, state and local taxes, fees, charges, carrier surcharges or other similar exactions, including, without limitation, sales and use taxes, communications service taxes, utility user’s taxes or fees, excise taxes, VAT, GST, any other license or business and occupations taxes, 911 taxes, franchise fees and universal service fund fees or taxes. For purposes of this Section 10.2, Taxes do not include any Taxes that are imposed on or measured by our net income, property tax, or payroll taxes. If you are exempt from any such Taxes for any reason, we will exempt you from such Taxes on a going-forward basis once you deliver a duly executed and dated valid exemption certificate to our tax department and our tax department has approved such exemption certificate. Such exemptions should be sent directly to firstname.lastname@example.org. If you are exempt from VAT or GST, then it is your responsibility to provide your VAT or GST registration number to us. If for any reason a taxing jurisdiction determines that you are not exempt from any such exempted Taxes and then assesses us such Taxes, you agree to promptly pay to us such Taxes, plus any applicable interest or penalties assessed.
Should you be required by applicable Law to withhold any tax from any payment owed to us, then you may provide us with an exemption certificate or similar document to reduce or eliminate any such withholding. Upon receipt of such certificate or document, you shall thereafter reduce or eliminate, as the case may be, such withholding. You shall provide us with documents evidencing your payment of any such withheld Tax to applicable tax authorities.
10.3 Payment Terms.
10.3.1 Credit Card Payment Terms. If you elect to pay via credit card, then you are responsible for either (a) enabling auto-recharge on your Twilio account(s) or (b) ensuring that your Twilio account(s) has a sufficient positive balance to cover the undisputed fees due. If, for any reason, you have a negative balance on your Twilio account(s), then we reserve the right to suspend the Twilio Services.
10.3.2 Invoicing Payment Terms. If you elect to receive invoices and pay in arrears and we approve you for the same, then invoices will be sent to you via e-mail as a PDF on a monthly basis. You will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice. Unless you and Twilio agree otherwise in writing, all undisputed fees due pursuant to these Terms are payable in United States dollars, unless otherwise agreed to between the parties in writing. Payment obligations can’t be canceled and fees paid are non-refundable. Subject to Section 10.4 (Fee Disputes), if you are overdue on any payment and fail to pay within ten (10) business days of a written notice of your overdue payment, then we may assess and you must pay a late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by applicable Law, whichever is less. Subject to Section 10.4 (Fee Disputes) and following the overdue notice, we may also suspend the Twilio Services until you pay the amount you are overdue plus any late fees.
10.3.3 Suspension for Non-Payment. If we suspend the Twilio Services pursuant to this Section 10.3, then we will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any such suspension.
10.4 Fee Disputes. You must notify us in writing if you dispute any portion of any fees paid or payable by you pursuant to these Terms. You must provide that written notice to us within sixty (60) days of the date we bill you for the charge you want to dispute, and we will work together with you to resolve the dispute promptly.
11.1 General. As between you and Twilio, we exclusively own and reserve all right, title and interest in and to the Twilio Services and our Confidential Information. As between you and Twilio, you exclusively own and reserve all right, title and interest in and to each Customer Application and your Confidential Information.
11.2 Suggestions and Contributions. We welcome your feedback about the Twilio Services. But please know that by submitting suggestions or other feedback about the Twilio Services (“Contributions”) you agree that:
- we are not under any obligation of confidentiality with respect to your Contributions;
- we may use or disclose (or choose not to use or disclose) your Contributions for any purpose and in any way;
- you irrevocably, non-exclusively license to us rights to exploit your Contributions; and
- you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for your Contributions.
11.3 Use of Marks. Subject to these Terms, each of us (“Licensor”) grants the other (“Licensee”) the right to use and display Licensor’s name, logo, and your use case using the Twilio Services (the “Licensor Marks”) on Licensee’s respective websites, in earnings calls, and in other promotional or publicly distributed materials solely in connection with its respective activities pursuant to these Terms. Licensee’s use of the Licensor Marks will be in accordance with the Licensor’s applicable usage guidelines (Twilio’s usage guidelines are available here) and will inure to the benefit of Licensor. Licensee will not use, register, or take other action with respect to any of the Licensor Marks, except if permitted in writing by Licensor. Licensee will always use the then-current Licensor Marks and will not add to, delete from, or modify any of Licensor Marks. Licensee will not, at any time, misrepresent the relationship between Licensee and Licensor. Licensee will not present itself as an affiliate or other legal agent of the Licensor. Licensee’s right to use and display the Licensor Marks pursuant to this Section 11.3 will end automatically in the event these Terms terminate.
11.4 Confidentiality."Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party's rights; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.
The receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with these Terms and it will not disclose such Confidential Information to any third party without the disclosing party's prior written consent, except as otherwise permitted hereunder; provided, however, subject to Section 4, Twilio may use and disclose your Confidential Information as necessary to provide the Twilio Services. The receiving party agrees to exercise due care in protecting Confidential Information of the disclosing party from unauthorized use and disclosure. The receiving party may disclose the Confidential Information of the disclosing party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this Section 11.4. The receiving party may disclose the Confidential Information of the disclosing party as required by applicable Law provided that, prior to any such compelled disclosure, the receiving party will, if permissible: (a) promptly notify the disclosing party in writing to allow the disclosing party a reasonable opportunity to resist such disclosure and/or seek a protective order, and (b) reasonably cooperate with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information of the disclosing party, but only as and to the extent necessary to legally comply with such compelled disclosure.
11.5 Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 11 and that, in the event of an actual or threatened breach of the provisions of this Section 11, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section 11.
12.1 Representations and Warranties.
12.1.1 Recordings and Communications Monitoring. If you record or monitor telephone calls, SMS messages, or other communications using the Twilio Services, then you represent and warrant that you will comply with all applicable Laws prior to doing so at all times. We make no representations or warranties with respect to recording or monitoring of telephone calls, SMS messages, or other communications, and recommend that you always secure prior consent to record or monitor communications using the Twilio Services. You acknowledge that these representations, warranties, and obligations are essential to our ability to provide you with access to recording and monitoring features that are part of the Twilio Services, and you further agree to indemnify us and our affiliates in accordance with the terms of Section 13 (Indemnification) arising out of or related to your acts or omissions in connection with recording or monitoring telephone calls, SMS messages, or other communications, whether such claims arise under contract, tort, statute or other legal theory.
12.1.2 Customer Data. You represent and warrant that you have provided adequate notices and obtained the necessary permissions and consents to provide Customer Data to us for use and disclosure pursuant to Section 4 (Our Use of Customer Data).
12.1.3 Twilio Services. We represent and warrant that the Twilio Services will operate in accordance with applicable Documentation and will materially conform to any specifications contained therein.
12.2 WARRANTY DISCLAIMER. WITHOUT LIMITING OUR EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. EXCEPT FOR OUR EXPRESS WARRANTIES SET FORTH IN THIS SECTION 12 AND OUR OBLIGATIONS SET FORTH IN THE SLA AND THE SUPPORT TERMS, THE TWILIO SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
12.3 BETA SERVICES. FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH TWILIO WHERE YOU GET TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES AND DOCUMENTATION (“BETA SERVICES”) OFFERED BY US. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, WE ARE PROVIDING THE BETA SERVICES TO YOU “AS IS.” WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANY PUBLISHED DOCUMENTATION THAT STATES OTHERWISE, TWILIO DOES NOT WARRANT THAT THE BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.
13.1 Indemnification by Twilio. We will defend, indemnify, and hold you harmless from and against all claims, demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions (“Claim”) brought or threatened against you by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (“Losses”) related thereto alleging the use of the Twilio Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, or patent (“Infringement Claim”).
13.2 Infringement Options If your use of the Twilio Services has become, or in Twilio’s opinion is likely to become, the subject of any Infringement Claim, Twilio may at its option and expense: (a) procure for you the right to continue using the Twilio Services as set forth herein; (b) modify the Twilio Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and refund you any unused pre-paid fees.
This Section 13.2 states your exclusive remedy, for any Claim by a third party alleging that the use of the Twilio Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent.
13.3 Limitations Twilio will have no liability or obligation with respect to any (a) Claim and any Losses related thereto arising out of your use of the Twilio Services in breach of these Terms or (b) Infringement Claim and any Losses related thereto arising out of the combination, operation, or use of the Twilio Services with other applications, portions of applications, products, or services where the Twilio Services would not by themselves, and without modification, be infringing.
13.4 Indemnification by You. You will defend, indemnify and hold Twilio, its officers, directors, employees, agents, stockholders, and affiliates (“Twilio Indemnified Parties”) harmless from and against all Claims brought or threatened by a third party against a Twilio Indemnified Party and any Losses related thereto alleging or arising out of (a) your or any of your End Users’ breach of or activities under these Terms; (b) your or any of your End Users’ use of the Twilio Services; or (c) your acts or omissions in connection with the provision of each Customer Application, including, without limitation, any intellectual property Claims relating to each Customer Application.
13.5 Conditions of Indemnification As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (b) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party's consent in connection with any act or forbearance required by the Indemnified Party, which consent will not be unreasonably withheld); and (c) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. The Indemnifying Party, in connection with a Claim, will pay all Losses following notice of the Claim, which shall be provided in accordance with this Section 13.5 Notwithstanding anything herein to the contrary, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Section 13 admitting liability or fault on behalf of the Indemnified Party, nor create any obligation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.
14.1 INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 14.1 SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF SECTION 5 (RESTRICTIONS AND REQUIREMENTS); (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF SECTION 11.4 (CONFIDENTIALITY); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.
14.2 DIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THIS SECTION 14.2 SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF SECTION 5 (RESTRICTIONS AND REQUIREMENTS) OR SECTION 10 (FEES, PAYMENT TERMS, AND TAXES); OR (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF SECTION 11.4 (CONFIDENTIALITY); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS. THE PROVISIONS OF THIS SECTION 14 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
14.3 EMERGENCY SERVICES DISCLAIMER. THE TWILIO SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS OR SMS MESSAGES TO ANY EMERGENCY SERVICES. NEITHER TWILIO NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD TWILIO HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE TWILIO SERVICES TO CONTACT EMERGENCY SERVICES.
15.1 Term. These Terms, as may be updated from time to time, will commence on the date they are accepted by you and continue until terminated in accordance with Section 15.2 (Termination & Suspension) below (“Term”).
15.2 Termination & Suspension. Either party may terminate these Terms and close your Twilio account(s) for any reason upon thirty (30) days written notice to the other party. Notwithstanding the preceding sentence, if there is an Order Form(s) in effect, then these Terms will not terminate until such Order Form(s) have expired or been terminated. Twilio, at its sole discretion, may terminate these Terms and close your Twilio account(s) in the event you commit any material breach of these Terms and fail to remedy that breach within five (5) days after Twilio provides written notice of that breach to you. You may also terminate these Terms in the event we commit a material breach of these Terms and fail to remedy that breach within five (5) days after providing written notice of that breach to us.
In addition to suspension of the Twilio Services for non-payment of fees as described in Section 10.3 (Suspension for Non-Payment), we may also suspend the Twilio Services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) our Acceptable Use Policy; (b) there is reason to believe the traffic created from your use of the Twilio Services or your use of the Twilio Services is fraudulent or negatively impacting the operating capability of the Twilio Services; (c) we determine, in our sole discretion, that providing the Twilio Services is prohibited by applicable Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Twilio Services; or (d) subject to applicable Law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If we suspend the Twilio Services, we will make a reasonable attempt to notify you prior to the suspension to the extent we can.
Upon termination of these Terms, your payment obligations, the terms of this Section 16, and the terms of the following Sections will survive (i.e. still apply): Section 4 (Customer Data), Section 10 (Fees, Payment Terms, and Taxes), Section 11 (Ownership and Confidentiality), Section 13 (Indemnification), Section 14 (Limitation of Liability; Emergency Services), Section 17 (General), and Section 18 (Agreement to Arbitrate).
17.1 Compliance with Laws. Both you and Twilio will comply with the applicable Law relating to each of our respective activities pursuant to these Terms.
17.2 No Waiver. Our failure to enforce at any time any provision of these Terms or our Acceptable Use Policy does not waive our right to do so later. And, if we do expressly waive any provision of these Terms or our Acceptable Use Policy, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by you and us to be legally binding.
17.3 Assignment. You will not assign or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. Subject to this Section 17.3, these Terms will be binding on both you and Twilio and each of our successors and assigns.
17.4 Relationship. You and Twilio are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and Twilio will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. You and Twilio will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these Terms. Neither you nor Twilio has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so.
17.5 Unenforceability. Except as described in Section 18 (Agreement to Arbitrate), if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
17.6 Notices. Any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email upon confirmation of receipt. Notices to Twilio shall be copied to email@example.com, Attn: General Counsel.
17.7 Entire Agreement. Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by Twilio, its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms. Any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to these Terms between you and Twilio and be non-binding against Twilio even if signed by Twilio after the date you accept these Terms.
17.8 Force Majeure. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
17.9 Government Terms. We provide the Twilio Services, including related software and technology, for ultimate federal government end use solely in accordance with these Terms. If you (or any of your End Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Twilio Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms are conferred. The Twilio Services were developed fully at private expense.
17.10 Governing Law and Venue. The enforceability and interpretation of Section 18 (Agreement to Arbitrate) will be determined by the Federal Arbitration Act (including its procedural provisions). Apart from Section 18, these Terms will be governed by and interpreted according to the laws of the State of California without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 18 (Agreement to Arbitration), any legal suit, action or proceeding arising out of or related to these Terms or the Twilio Services shall be instituted in either the state or federal courts of San Francisco, California, and we each consent to the personal jurisdiction of these courts.
Before bringing a formal legal case, please first try contacting our Customer Support. Most disputes can be resolved that way.
18.1 We Both Agree to Arbitrate. If a dispute cannot be resolved through our Customer Support Team, you or any of your affiliates on one hand and Twilio and any of Twilio’s affiliates on the other hand, all agree to resolve any dispute relating to these Terms or in relation to the Twilio Services by binding arbitration in San Francisco, California, or in another location that we have both agreed to.
This applies to all claims under any legal theory, unless the claim fits in one of the exceptions below in Section 18.2 (Exceptions to Agreement to Arbitrate). It also applies even after you have stopped using your Twilio account(s) or closed it. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.
Pursuant to this Section 18 (Agreement to Arbitrate), you understand that you and your affiliates and Twilio and its affiliates are giving up the right to have a judge and/or jury resolve any controversy or claim arising out of or relating to these Terms or the Twilio Services.
18.2 Exceptions to Agreement to Arbitrate. You and your affiliates on one hand, and Twilio and its affiliates on the other hand, agree that we will go to court to resolve disputes relating to:
Your, your affiliates’, Twilio’s or Twilio’s affiliates’ intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents); or
Your violation of our Acceptable Use Policy.
Also, any of us can bring a claim in small claims court either in San Francisco, California, or the county where you live, or some other place we both agree on, if it qualifies to be brought in that court. In addition, if any of us brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other of us can ask a court to force us to go to arbitration to resolve the claim (i.e., compel arbitration). Any of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
18.3 Details of Arbitration Procedure. Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA’s rules and procedures on their website [http://www.adr.org] or you can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the "Rules") and will be held with a single arbitrator appointed in accordance with the Rules. To the extent any thing described in this Section 18 conflicts with the Rules, the language of this Section 18 applies. Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This Section 18 does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party. The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of California and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify these Terms. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.
18.4 Class Action Waiver. Both you and your affiliates, on one hand, and Twilio and its affiliates on the other hand, agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you and your affiliates on one hand nor Twilio and its affiliates on the other hand can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Twilio customers, and cannot be used to decide other disputes with other customers. If a court decides that this Section 18.4 (Class Action Waiver) is not enforceable or valid, then the entire Section 18 (Agreement to Arbitrate) will be null and void (i.e., go away). But, the rest of the Terms will still apply.
You understand and acknowledge that developing applications should be fun and easy, and by using the Twilio Services, you agree to let your imagination run wild.
If you wish to reach our designated agent regarding copyright issues, please reach out to us at: Twilio Inc. Attn: Twilio Designated DMCA Agent 375 Beale Street Suite 300 San Francisco, CA 94105 +1 877-889-4546 firstname.lastname@example.org
For customers using Twilio to process personal data from the European Economic Area (EEA), Switzerland, or the United Kingdom:
EU Data Protection Addendum. If Twilio will be processing personal data from the EEA, Switzerland, or the United Kingdom on your behalf, and you wish to execute a Data Protection Addendum (DPA) with Twilio, as required by the General Data Protection Regulation (GDPR), then you may do so by submitting a request here. Upon receipt of your request, we will send you a GDPR DPA ready for execution.
For more information about Twilio’s compliance with the General Data Protection Regulation (GDPR), please click here.
A. The primary characteristics of the Twilio Services, as agreed upon between you and Twilio will remain available to you during the Term.
B. For Customers who reside in Germany, the following shall apply in relation to Warranties.
i. Twilio warrants that for a period of 12 months from that date on which you enter into these Terms, the Twilio Services will materially comply with the specifications as agreed upon between you and Twilio;
ii. Any and all further warranties are excluded.
C. Despite Section 10.4 (Fee Disputes) above, you will have a reasonable period from the date of any charge to dispute such charge.
D. The following shall apply in relation to the limitation of liability:
i. The parties shall only be fully liable for intent and gross negligence as well as damages caused by injury to life, body or health;
ii. In an event of slight negligence, the parties shall be liable only for breaches of a material contractual obligation (cardinal duty). A "cardinal duty" in the sense of this provision is an obligation whose fulfillment makes the processing of these Terms possible in the first place and on the fulfillment of which the other party may therefore generally rely;
iii. In any of the above mentioned cases, the parties shall not be liable for any lack of commercial success, lost profits and indirect damages;
iv. Liability in accordance with the above clauses shall be limited to the typical, foreseeable damages; and
v. Except where otherwise stated in these Terms, the parties shall not be liable for any loss or damage or any costs, expenses or other claims including without limitation loss of profit, business, revenue, goodwill or anticipated savings, loss of any data or information and/or special or indirect loss or consequential loss or otherwise which arise out of or in connection with these Terms.
E. Twilio may amend or modify these Terms from time to time, in which case the amended or modified version of these Terms will supersede all prior versions. Twilio will notify you via e-mail not less than thirty (30) days prior to the effective date of any such amendment or modification and will inform you about the intended amendments or modifications. If you do not object to the amendment or modification within thirty (30) days from aforementioned notice, such non-objection may be relied upon by Twilio as your consent to any such amendment or modification. Twilio will inform you about your right to object and the consequences of non-objection with the aforementioned notice.