Amendment to Twilio Terms of Service Applicable to Subscribers of the Flex App in the Zendesk Marketplace
This amendment to Twilio's Terms of Services (the “ToS,” collectively, as amended, the “App Terms”) applies to Subscribers. “Subscribers,” as used herein, are Zendesk Customers who are users of the Twilio Services and that are accessing or using or wish to access or use the Twilio Services through the Twilio Flex Application available on the Zendesk Marketplace available at (the “Flex App”). By using the Flex App, you agree to be bound by the App Terms. Any other use of the Twilio Services shall continue to be subject to the ToS. Any capitalized term that is not defined herein shall have the meaning set forth in the ToS.
Twilio grants Subscriber a limited, non-exclusive, non-transferable license to use the Twilio Services provided in connection with the Flex App during the term solely for use in conjunction with Subscriber’s use of the Zendesk Services.
Subscriber hereby assigns to Twilio all right, title and interest (including intellectual property rights) in and to any new feature improvement, suggestion, enhancement request, recommendation, correction, idea or other feedback that Subscriber may provide to Twilio relating to the Flex App and Twilio Services (collectively, “Feedback”), and Subscriber agree that Twilio shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever without compensation to Subscriber.
Furthermore, Subscriber understands and agrees that it is Subscriber’s responsibility, and not Twilio’s, to appropriately handle and delete any data that is copied from Twilio over to the Zendesk Services through the Flex App. This includes both data with personally identifiable information and data without personally identifiable information.
Subscriber acknowledges and agrees that the payment terms set forth in the App Terms shall govern Subscriber’s payment obligations for any fees accrued based on Subscriber’s use of the Flex App. For the avoidance of doubt, the App Terms shall govern and control in the event of a conflict between the App Terms and any Zendesk payment terms for any payment obligations related to Subscriber’s use of the Flex App.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE APP TERMS, TWILIO’S AGGREGATE LIABILITY TO SUBSCRIBER OR ANY THIRD PARTY ARISING OUT OF THESE APP TERMS OR OTHERWISE IN CONNECTION WITH SUBSCRIBER’S USE OF THE FLEX APP, SHALL IN NO EVENT EXCEED THE LESSER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS PAID BY SUBSCRIBER TO TWILIO FOR USE OF THE FLEX APP DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE APP TERMS BETWEEN THE PARTIES AND TWILIO HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE SUBSCRIBER THE RIGHTS TO ACCESS AND USE THE FLEX APP PROVIDED FOR IN THESE APP TERMS.
Subscriber understands that use of the Flex App is subject to Zendesk permitting the Flex App to be available through the Zendesk Marketplace (the “Marketplace”) and the Zendesk Services. Zendesk may decide to no longer support the Flex App, potentially with little or no notice to Twilio or Subscriber. Subscriber understands this risk and agrees that Twilio shall bear no liability if Subscriber’s use of the Flex App is interrupted, temporarily or permanently, if Twilio is unable to provide it through the Zendesk Marketplace and Zendesk Services on commercially reasonable terms or for any other reason.
(i) For the avoidance of doubt, Twilio is the licensor of the Flex App and Zendesk is not a Party to the App Terms set forth in this Amendment and the TOS.
(ii) Except as otherwise limited by the App Terms imposed or required by the Twilio, Twilio grants Subscriber a perpetual, worldwide, non-exclusive, non-transferable and non-sublicensable license to access, deploy, use and integrate the Flex App in connection with Subscriber’s active Zendesk account for a Zendesk Services.
(iv) Subscriber may not modify, reverse engineer, decompile or disassemble the Flex App in whole or in part, or create any derivative works from or sublicense any rights in the Flex App, unless otherwise expressly authorized in writing by Twilio.
(v) Each of Subscriber, Zendesk and Twilio shall maintain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “IP Rights”). The rights granted to Subscriber to use the Flex App under these App Terms do not convey any additional rights in the Flex App or Zendesk Services, or in any IP Rights associated therewith. Subject only to limited rights to access and use the Flex App as expressly stated herein, all rights, title and interest in and to the Flex App and all hardware, software and other components of or used to provide the Flex App, including all related IP Rights, will remain with and belong exclusively to Twilio. Twilio shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Flex App or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from Subscriber.
Unless amended herein, the terms of the ToS shall remain in full force and effect. No modification to the App Terms, nor any waiver of any rights, will be effective unless consented to in a writing signed by both Parties. In the event there is a conflict between the App Terms and the ToS, the App Terms shall prevail.