In these Partner Terms of Service (hereafter the “Partner Terms”), “we,”“us,”“our” or “Twilio” refer to Twilio Inc., a Delaware corporation, with a place of business at 101 Spear Street, 1st Floor, San Francisco, California 94105, unless you are domiciled in any country within the European Economic Area or its regions or territories, the United Kingdom, Switzerland, Andorra, or Vatican City, in which case “we”, “us,” “our” or “Twilio” refer to Twilio Ireland Limited, a company registered in Ireland, whose registered address is 25-28 North Wall Quay, Dublin 1, Ireland, or unless you are domiciled in any other location where it may be necessary to execute a separate agreement with another Twilio affiliate to comply with telecommunications, tax or other applicable laws (e.g., Japan), in which case “we”, “us,” “our” or “Twilio” will refer to the Twilio affiliate signing such agreement (e.g., Twilio Japan G.K.)
The terms “Partner”,“you,” and “your” will refer to you and your employees, contractors, and agents. You or Twilio may also be referred to individually as “party” and together as “parties” in these Partner Terms.
Twilio provides its Twilio Build program (“Partner Program”) and associated Services (defined below) subject to these Partner Terms. When we refer to Partner Program Services, this includes both our Services and the additional materials and services that are specific to Twilio’s Partner Program, including access to the Build Community (the “Community”).
To enroll in the Twilio Partner Program either on behalf of yourself or your organization, you must review and then accept these Partner Terms by checking the box indicating acceptance. If you are enrolling in the Partner Program on behalf of an organization, then when you accept these Partner Terms, that means you are agreeing to these Partner Terms in the name of your organization and promising to Twilio that you have the authority to bind that organization to these Partner Terms (in which case, the terms “you” and “your” will refer to that organization).
PLEASE REVIEW THESE PARTNER TERMS CAREFULLY. ONCE ACCEPTED, THESE PARTNER TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND TWILIO (OR AS NOTED, YOUR ORGANIZATION AND TWILIO). IF YOU DO NOT AGREE TO BE BOUND BY THESE PARTNER TERMS, YOU SHOULD NOT ACCEPT THEM.
YOUR ACCEPTANCE OF THESE PARTNER TERMS WILL NOT REPLACE ANY EXISTING OR FUTURE AGREEMENT YOU HAVE SIGNED WITH TWILIO ENABLING YOUR PURCHASE OF TWILIO’S SERVICES FOR YOUR OWN INTERNAL USE OR ALLOWING THE INTEGRATION OF TWILIO’S SERVICES WITH YOUR OWN APPLICATIONS. HOWEVER, THE TERMS OF SUCH A SIGNED AGREEMENT WILL ONLY APPLY TO THOSE PURCHASES AUTHORIZED UNDER IT.
ADDITIONALLY YOUR ACCEPTANCE OF THESE PARTNER TERMS WILL NOT SUPERSEDE ANY AGREEMENT SIGNED WITH TWILIO THAT AUTHORIZES YOU TO PARTICIPATE IN TWILIO’S PARTNER PROGRAM.
1. Definitions. Capitalized terms have the following meanings unless otherwise defined in these Partner Terms.
“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity. These Partner Terms do not apply to all Affiliates of Twilio or services of Affiliates, as further explained in the definition of “Services” below.
“Beta Offerings” means Services that are identified by the terms, alpha, beta, not generally available, limited release, developer preview, or words with similar meanings, when offered by Twilio.
“Customer Application” means any software application or service that an End Customer makes available to its End Users that interfaces with the Services.
“Data Protection Addendum” means the terms relating to the processing of personal data pursuant to these Partner Terms, the current version of which is available at Data Protection Addendum.
“Documentation” means Twilio’s documentation, including any usage guides and policies for the Services, the current version of which is available at Twilio Documentation.
“End Customer” means a customer of a Partner that uses the Services either (i) directly through resale or through a referral by a Partner or (ii) indirectly via a Partner Application.
“End Customer Data” means any data and other information made available by or for the End Customer, to Twilio, and/or a Partner through an End Customer’s use of the Services under these Partner Terms.
“End User” means any user of each Customer Application, including anyone who has access to or otherwise accesses the Customer Application.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Order Form” means an ordering document between a Partner, as applicable, and Twilio (or any of their Affiliates) that specifies mutually agreed upon rates for certain Services and other commercial terms, including any applicable minimum spend commitments.
“Partner Application” means any software application or service that you make available to End Users that interfaces with the Services.
“Partner Data” means data and other information made available to Twilio by Partner (or on behalf of Partner) through Partner’s use of the Partner Program Services under these Partner Terms.
“Privacy Notice” means the privacy notice for the Services, the current version of which is available at Twilio Privacy.
“Partner Program Services” means Twilio’s Services together with the associated Partner Program materials and services that Partner receives as part of the Partner Program policies, the current version of which is set forth at Partner Program Policies.
“Services” means the products and services provided by Twilio that are (a) used by you or your End Customers, including, without limitation, Beta Offerings and products or services that are provided a trial basis or otherwise free of charge, (b) ordered by you under an Order Form, or (c) made available to you for resale directly to End Users. Services may include products and services that provide both (x) platform services, including access to any application programming interface (“Twilio API”) and (y) where applicable, communications services used in connection with the Twilio APIs. Not all products and services provided by Twilio Affiliates are covered by these Partner Terms. From time to time, Twilio may include products and services from additional Affiliates and which may be subject to additional terms.
“Service Usage Data” means any data that is derived from the use of the Services that does not directly or indirectly identify any End Customer, End Users, or natural person and includes (a) data such as volumes, frequencies, bounce rates and Service performance data and (b) subject to any restrictions under applicable laws or regulation, data that is anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify an End Customer, End Users, or natural person.
“Support Terms” means the terms of support for the Services, the current version of which is available at Twilio Support Plans.
“Twilio Acceptable Use Policy” or “AUP” means certain terms and conditions relating to the use of the Services, including the Service and Country Specific Requirements set forth therein, the current version of which is available at Twilio Acceptable Use Policy.
“Twilio Indemnified Parties” collectively means Twilio’s directors, officers, employees, and Affiliates.
“Twilio Security Overview” means Twilio’s security terms applicable to the Services, the current version of which is available at Twilio Security Overview.
“Twilio SLA” means the service level agreement applicable to the Services, the current version of which is available at Twilio SLA.
“Twilio Supplier Code of Conduct” means Twilio’s code containing its expectations for our business partners in the areas of business integrity, labor practices, anti-corruption, health and safety, environmental impact, diversity and inclusion, the current version of which is available at Twilio Supplier Code of Conduct.
“Twilio Terms of Service” or “TOS” means Twilio’s online Terms of Service, the current version of which is available at Twilio Terms of Service.
Capitalized terms not defined in this Section 1 will have the meaning given to them in these Partner Terms.
2. Changes to the Partner Terms. Twilio may update these Partner Terms from time to time. We will provide you with prior written notice of any material updates at least thirty (30) days in advance of the effective date; provided, however, we may not be able to provide at least thirty (30) days prior written notice of material updates to these Partner Terms that result from changes in laws, regulations, or requirements from telecommunications providers. The updated version of these Partner Terms will supersede all prior versions.
Following such notice, your continued use of the Services and participation in the Partner Program constitutes your acceptance of such updates. If you do not agree to such updates, you must stop your use of the Services and participation in the Partner Program.
From time to time, you may also be asked to reconfirm your participation in the Build Partner program by accepting an updated version of these Partner Terms. When this happens, the latest accepted version of the Partner Terms will govern your relationship with Twilio unless you have previously signed an agreement with Twilio. As stated above, any such signed agreement will prevail in the event of any additional terms, inconsistencies between these Partner Terms and the terms of that agreement.
3. Enrollment in the Partner Program
3.1 Application and Acceptance. To join Twilio’s Partner Program, you must complete the application at Become a Twilio Partner and satisfy Twilio’s qualifications and requirements in order to be approved. Once accepted into the Partner Program, you must accept these Partner Terms and then comply with both these Partner Terms and the Partner Program Policies on an ongoing basis while participating in the Partner Program and receiving the Partner Program Services. Twilio offers different partner classifications within the Partner Program, and Twilio may require you to enter additional terms and conditions that apply to these classifications.
3.2 Publicity. Twilio will notify you in writing if you are approved to participate in the Partner Program. Until you receive this notification, you may not represent yourself as a Twilio Partner. Once approved, you will need to get Twilio’s prior written approval on any press releases or other public statements regarding your participation as a Partner in Twilio Build pursuant to the Partner Program Policies.
3.3 Partner Affiliates.Your Affiliates are not permitted to participate in the Partner Program or use Twilio’s Services under these Partner Terms. Each of your Affiliates that wishes to participate in the Partner Program must accept these Terms individually and create its own account.
4. Rights, Responsibilities, and Restrictions
4.1 Twilio Responsibilities. Twilio shall:
(a) Make the Services available to you or, as applicable, the End Customers pursuant to these Partner Terms, the applicable Documentation and any applicable Order Forms;
(b) Comply with the Twilio SLA;
(c) Comply with the security terms for the Services as set forth in the Twilio Security Overview;
(d) Provide the Services in accordance with laws applicable to Twilio’s provision of the Services to its Partners generally (i.e., without regard for your use or the End Customers’ particular use of the Services), and subject to your use, the End Customers’ use, and the End Users’ use of the Services in accordance with these Partner Terms, the Documentation and any applicable Order Form;
(e) Make commercially reasonable efforts to use industry standard measures designed to scan, detect and delete Malicious Code;
(f) If applicable, use trained and qualified personnel to provide the Services; and
(g) Use commercially reasonable efforts to provide you with applicable support for the Services as described in the Support Terms.
4.2 Partner Responsibilities. You shall:
(a) Maintain a staff of personnel with reasonable knowledge of Twilio and the Services.
(b) Be solely responsible for any use that you make of the Services and Documentation under your account. You may use Services, resell and/or otherwise provide the Services to End Users and make representations about the Services only in accordance with these Partner Terms, Twilio Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), authorizations, and applicable terms related to such activities required by Twilio. Your activities under these Partner Terms must be conducted in compliance with applicable law or regulation.
(c) Be solely responsible for all acts, omissions and activities of your employees and agents including their statements and representations regarding the Services and their compliance with these Partner Terms, the Twilio Acceptable Use Policy, and the applicable Documentation, applicable law or regulation, and any terms of sale for the Services as mutually agreed to by the parties in writing.
(d) Use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify Twilio promptly of any such unauthorized access or use.
(e) Provide Twilio with reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers. At your own cost and expense, you shall obtain all necessary permits, licenses and registrations to carry out your activities under these Partner Terms.
(f) Not attempt to reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code of the Services or related software, except as expressly permitted by applicable law.
(g) Ensure Twilio is provided with accurate and up-to-date information as required to provide the Services, including for the provisioning of phone numbers.
(h) Escalate any End Customer requests for credits under the Twilio SLA to Twilio for review, and ensure that any credits provided by Twilio are properly applied to the End Customer’s account.
(i) Not engage in any deceptive, misleading, illegal or unethical marketing activities or other actions that may be detrimental to the Twilio brand; and you shall comply with Twilio’s Supplier Code of Conduct as it applies to your activities under this Partner Terms.
(j) Shall not use the Services in any manner that violates the Acceptable Use Policy or any applicable law or regulation, whether directly or as part of a Partner Application, and you shall not knowingly enable an End Customer to do so.
(k) Shall comply with your representations and warranties set forth in these Partner Terms.
4.3 Authorization to Resell Twilio Services.
4.3.1 Resale Requirements. Twilio may agree to authorize you to resell certain Services directly to End Customers. If this happens, any such resale authorization will be governed by these Partner Terms, the Twilio Acceptable Use Policy, and by Twilio’s resale program terms that will be set forth in a separate addendum signed with Twilio that will supplement these Partner Term. When reselling, you shall diligently market, promote, advertise, and provide access to the Services and maintain a staff of personnel with reasonable knowledge of Twilio and the Services.
4.3.2 Requirements for End Customer Terms. When you resell Twilio’s Services to End Customers or provide End Customers with Partner Applications, you shall ensure that:
(a) You contract with your customers in a way that protects Twilio’s interests. There are three (3) ways to do this. Either (i) your End Customer accepts the online Twilio TOS, (ii) your End Customer signs an equivalent agreement with Twilio; or (iii) your own agreement with the End Customer includes rights, and protections of Twilio and its Affiliates that are substantially similar to those in the Twilio TOS (the “End Customer Terms”). Such End Customer Terms will ensure that the End Customer has no rights to make direct claims against Twilio, and that Twilio is a third party beneficiary under the End Customer Terms.
(b) Twilio shall not be required to provision the Services to an End Customer under these Partner Terms except in accordance with Section 4.3.2(a) above.
(c) In some cases, your End Customer may request that you administer their Twilio account for them. In such cases, at the time the End Customer sets up their account directly with Twilio, the End Customer must accept the Twilio TOS. Once they do so, the End Customer may assign their account over to you to administer. The End Customer’s use of the Services will continue to be subject to the Twilio TOS.
(d) You shall not enter into agreements with End Customers that attempt to bind Twilio to additional terms and conditions, or that restrict Twilio’s rights as a third party beneficiary, or that expand Twilio’s obligations to you and/or End Customers. For example, you are prohibited from agreeing to (i) provisions that would extend Twilio’s liability beyond the limitation of liability contained in these Partner Terms; (ii) provisions that would restrict Twilio’s ability to block or suspend Services of an End Customer as more fully described in the Twilio TOS; or (iii) provisions that would commit Twilio to additional security or data privacy requirements. You will protect and indemnify Twilio for any differences and additional obligations under your agreement with the End Customer when compared with the Twilio TOS.
4.3.3 End Customer Violations. You shall immediately notify Twilio if you become aware that an End Customer is violating the Twilio TOS or End Customer Terms and will then take whatever action Twilio directs you to do to address the violation (which may include terminating your relationship with the End Customer).
4.4 Suspension of Services. Twilio may suspend the Services immediately upon notice to you or an End Customer if Twilio, in good faith, determines: (a) that you or the End Customer materially breaches (or Twilio, in good faith, believes that either you or the End User has materially breached) any provision of these Partner Terms, the TOS, any End Customer Terms, or our Acceptable Use Policy, including the Service and Country Specific Requirements therein; (b) there is an unusual and material spike or increase in your use or the End Customer’s use of the Services and that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Services; (c) that our provision of the Services is prohibited by applicable law or regulation; (d) there is any use of the Services by you or the End Customer that in our judgment threatens the security, integrity, or availability of the Services; or (e) that information in your account or an End Customer’s is untrue, inaccurate, or incomplete.
If we suspend the Services pursuant to this Section 4.4 or due to your failure to remit payments pursuant to Section 8 (Fees and Payment Terms), Twilio will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur in connection with any such suspension.
4.5 Marketing. Subject to the terms of these Partner Terms and the Build Partner Program policies, Twilio hereby grants you a non-exclusive, non-transferable, and non-assignable, revocable right to use Twilio’s Marks (as defined below) solely as reasonably necessary for you to perform your obligations under these Partner Terms. “Marks” means all trademarks, service marks, trade names, logos, or other words or symbols associated with the Services or Twilio’s business with respect to the Services. You shall use the Twilio Marks exactly in the format provided and in accordance with any trademark usage authorizations granted by Twilio pursuant to the Twilio Logo Usage Guidelines. Twilio may, from time to time, specify any uses of the Twilio Marks that are no longer permitted.
4.6 Restriction on Agents, Dealers and Subcontractors. You are not authorized to appoint any agents, dealers, sub-partners, representatives, subcontractors, and/or other third parties to advertise, promote, resell, transfer or distribute the Services, unless you and Twilio expressly agree in writing.
4.7 Twilio Affiliates. Twilio’s Affiliates may provide the Services, or a portion thereof, to you (or your End Customers, as applicable) in accordance with these Terms and any applicable Order Form(s) with such Affiliates. We will (a) be responsible for the Services our Affiliates provide and (b) not be relieved of our obligations under these Terms if our Affiliates provide the Services or a portion thereof. We will enforce these Terms relating to the Services our Affiliates provide. Notwithstanding anything to the contrary in these Terms, our Affiliates may directly bill you (x) for the Services they provide or (y) solely as a billing agent for us or another Affiliate of ours providing the Services, as applicable.
4.8 Changes to the Services. The features and functions of the Services, including the Twilio APIs and the Twilio SLA, may change over time; provided, however, we will not materially decrease the overall functionality of the Services. It is your responsibility to ensure each Customer Application is compatible with the then-current Services. Although we try to avoid making changes to the 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 implementation. In the event we make a non-backwards compatible change to a Twilio API and such change materially and negatively impacts your use of the Services (“Adverse API Change”), (a) you will notify us of the Adverse API Change, and (b) we may agree to work with you, in our sole discretion, to resolve or otherwise address the Adverse API Change, except where we, in our sole discretion, have determined that an Adverse API Change is required for security reasons, by telecommunications providers, or to comply with applicable law or regulation.
4.9 Reservation of Rights. Partner only receives the rights that Twilio specifically grants to it under these Partner Terms. Everything else remains a right of Twilio.
5. Additional Product and Services
5.1 Add-Ons. Twilio may make available additional features, functionality, and services (each an “Add-On”) offered by third-party partners (each an “Add-On Provider") available for purchase and use by End Customers. Twilio will provide such Add-Ons pursuant to the terms available at Twilio Marketplace Add-Ons. If an End Customer chooses to use Add-Ons and you purchase such Add-Ons for that End Customer, you will be required to accept the Add-On Provider’s terms of service. You may not provide an Add-On as a standalone option to any End Customers, and these Partner Terms do not authorize you to resell Add-Ons.
5.2 Beta Offerings. From time to time, Twilio may make Beta Offerings available to you or to End Customers. You or the End Customers may, in your sole discretion, choose to use a Beta Offering. Twilio may discontinue a Beta Offering at any time, in its sole discretion, or Twilio may decide not to make a Beta Offering generally available.
6. Ownership, Partner and End Customer Data, and Confidentiality
6.1 Ownership Rights.
(a) Twilio Ownership. As between the parties, Twilio exclusively owns and reserves all right, title and interest in and to the Services, Documentation, Twilio’s Confidential Information (as defined below), Service Usage Data, and any feedback or suggestions provided by you, End Customers, or End Users regarding the Services.
(b) Partner Ownership. As between you and Twilio, you exclusively own and reserve all right, title and interest to each Partner Application, your Confidential Information, and the Partner Data subject to our rights to process Customer Data in accordance with these Partner Terms. You agree to grant Twilio and its Affiliates the right to process the Partner Data as necessary to provide the Services in a manner consistent with these Partner Terms and the Privacy Notice. You shall be responsible for the quality and integrity of the Partner Data.
(c) End Customer Data. As between the parties, the End Customer exclusively owns and reserves all right, title and interest in and to the End Customer Data. Pursuant to Section 4.3 above, you shall ensure that the End Customer Terms grant Twilio and its Affiliates the right to process End Customer Data as necessary to provide the Services in a manner consistent with these Partner Terms and the Privacy Notice. End Customers are responsible for the quality and integrity of the End Customer Data.
6.2 Use of Partner Data and End Customer Data. You agree to grant Twilio and its Affiliate the right to process Partner Data, and you shall obtain the right for Twilio to use and disclose End Customer Data as necessary to provide the Services in a manner consistent with these Partner Terms, Twilio’s Data Protection Addendum, Twilio’s Privacy Notice, this Section 6.2, and Section 6.4 (Confidentiality).
6.3 Data Privacy. The Twilio Data Protection Addendum available at Data Protection Addendum describes Twilio’s processing of the Partner Data and any End Customer Data. Additionally, personal data may be disclosed in accordance with the Twilio Privacy Notice. If you do not agree with the terms of our Data Protection Addendum or our Privacy Notice, you should stop using the Services immediately.
(a) Definition. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving 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, including, without limitation, these Partner Terms, Order Form(s), End Customer Data, security reports and attestations, audit reports, customer lists, pricing, phone numbers, concepts, processes, plans, designs and other strategies, “know how”, financial, and other business and/or technical information and materials of Disclosing Party and its Affiliates. Confidential Information does not include any information which: (i) is publicly available through no breach of these Partner Terms or fault of Receiving Party; (ii) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (iii) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party's rights; or (iv) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.
(b) Use and Disclosure. Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (i) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under these Partner Terms and (ii) disclose or make Confidential Information of Disclosing Party available to any party, except to its, its Affiliates’, and their respective employees, legal counsel, accountants, contractors, and in Twilio’s case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under these Partner Terms. Receiving Party is responsible for its Representatives’ compliance with this Section 6.4. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 6.4. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care. Notwithstanding the foregoing, you may disclose Twilio’s SOC2 or similar report, which will constitute Twilio’s Confidential Information, only to an End Customer's employee or contract worker who has a “need to know” for such SOC2 or similar report and is legally bound to terms of confidentiality that are at least as protective as the terms of this Section 6.4.
(c) Compelled Disclosure. Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at the Disclosing Party’s sole expense.
(d) 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 6.4 and that, in the event of an actual or threatened breach of the provisions of this Section 6.4, 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.
7. Fees, Taxes, and Payment Terms
7.1 Fees. You agree to pay the fees, Taxes, and Communications Surcharges (collectively, “Fees”) for Services in accordance with these Partner Terms, the applicable Order Form, or other written agreement between the parties. If any End Customer uses any Services not set forth in the applicable Order Form(s), the End Customer will be charged the rates specified at Twilio Pricing. Additionally, we will charge you, and you shall pay, any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunication provider as a result of your or the End Customer’s use of the Services, in accordance with Section 7.3 below.
7.2 Taxes and Communications Surcharges.
(a) Taxes. All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You shall pay all Taxes associated with these Partner Terms, excluding any taxes based on Twilio’s net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to Twilio, you shall reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by Twilio. You shall provide Twilio with proof of payment of any withheld Taxes to the appropriate authority. Taxes will be shown as a separate line item on an invoice.
(b) Communications Surcharges. All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, “Communications Surcharges”). You will pay all Communications Surcharges associated with your use, as well as your End Customers’ use, of the Services. You will pay all costs, fines, or penalties that are imposed on Twilio by a government or regulatory body or a telecommunications provider as a result of your use as well as your End Customers’ use of the Services.
(c) Exemption. If you are exempt from paying certain Taxes or Communications Surcharges, you must provide Twilio with the necessary exemption information requested by usor a valid exemption certificate issued by the appropriate authority via email to firstname.lastname@example.org. You will be treated as exempt on a going-forward basis once Twilio has approved your request. If the appropriate authority determines, at any time, that Partner is not exempt from paying any Taxes or Communications Surcharges, you shall promptly pay such Taxes or Communications Surcharges to Twilio, plus any applicable interest or penalties.
7.3 Payment Terms. Except as otherwise expressly set forth herein, payment obligations are non-cancelable and Fees, once paid, are non-refundable. Except as otherwise set forth in the applicable Order Form, and subject to Section 7.4, you shall pay the Fees in accordance with the following applicable payment methods:
(a) Credit Card Payments. If you elect to add funds to your account by credit card and use such funds to pay the Fees due, you are responsible for ensuring that such funds cover the Fees due. If your account does not have sufficient funds or your credit card declines a charge for the Fees due, we reserve the right to suspend the Services to all of your accounts until the Fees due are paid in full. You will be prohibited from creating new accounts until all negative balances are paid in full.
(b) Invoicing. If you elect to receive invoices and we approve you for the same, invoices will be sent to you each month via email to the email address(es) you designate in your account. You will pay the Fees due within thirty (30) days of the date of the invoice. Except as otherwise set forth in the applicable Order Form(s) or an invoice to the extent you procure the Services without an Order Form, the Fees are payable in United States dollars. If you fail to pay the Fees and remedy such failure within fifteen (15) days of the date we provide you with written notice of the same, we may (a) assess, and you will pay, a late fee of the lesser of 1.5% per month or the maximum amount allowable by applicable law, and (b) suspend the Services to all of your accounts until the Fees are paid in full.
7.4 Payment Disputes. You shall notify Twilio in writing within sixty (60) days of the date Twilio bills you for any Fees that Partner wishes to dispute. Partner may withhold the disputed Fees until the dispute is resolved. Where Partner is disputing any Fees, Partner must act reasonably and in good faith and will cooperate diligently with Twilio to resolve the dispute. Twilio will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless you fail to cooperate diligently with Twilio or Twilio determines Partner’s dispute is not reasonable or brought in good faith.
8. Audits and Reviews. While these Partner Terms are in effect and for a period of twelve (12) months following any termination or expiration, Twilio or an authorized representative reasonably acceptable to both parties shall have the right to:
(a) Audit your relevant books and records to substantiate any payments due to Twilio. Audits may be conducted (x) no more than once per calendar year, (y) during your regular business hours, and (z) upon reasonable prior written notice. Twilio shall conduct audits at its own expense, unless it is revealed that you have underpaid any fees owed to Twilio by more than five percent (5%) during the audit period, in which case, you shall reimburse Twilio for reasonable fees incurred for the audit in addition to such unpaid fees. Any authorized representative shall have agreed to be bound by confidentiality terms substantially similar to those in these Partner Terms; and
(b) Review your applicable records to (i) determine your compliance with these Partner Terms and other related Twilio policies, and (ii) review the accuracy of your accounts, transactions, and reporting as a Partner, including but not limited to verifying transactions and End Customer opportunities that you may register through Twilio’s systems.
9. Representations, Warranties, and Disclaimers
9.1 Power and Authority Representation. Each party represents and warrants that it has validly entered into these Partner Terms and has the legal power to do so.
9.2 Anti-Corruption and International Trade Laws. Each party (a) warrants that it will conduct business in accordance with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, the United States and (b) represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. You will promptly notify us in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by us. You represent that you have obtained and warrant that you will continue to obtain all licenses or other authorizations required to export, re-export, or transfer the Services. Each party represents that it (and, in your case, also End Customers) is not on any government prohibited, denied, unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). You will (a) immediately discontinue your use of the Services if you are placed on any Sanctions List and (b) remove an End Customer or End User’s access to the Services if such End Customer or End User becomes placed on any Sanctions List. You represent that you have not and warrant that you will not export, re-export, or transfer the Services to an entity on any Sanctions List without prior authorization from the applicable governmental authority. Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if the other party is in breach of its obligations in this Section 9.2. If your account is blocked because it is operating in a country or region prohibited under this Section 9.2, you will receive notice of your account being inoperable when you attempt to log into your account in such prohibited country or region.
9.3 Consents and Permissions. Partner represents and warrants that it has provided, and will continue to provide, adequate notices and has obtained, and will continue to obtain, the necessary permissions and consents to provide End Customer Data to Twilio for processing pursuant to Section 6.2 (Use of Partner Data and Customer Data).
9.4 Services. Twilio represents and warrants that the Services perform materially in accordance with the applicable Documentation. Partner's exclusive remedy for breach of this Section 9.4 will be, at Twilio’s option, for Twilio to (a) remediate any material non-conformity or (b) refund to Partner or End Customers the Fees actually paid for the time period during which the affected Services do not comply with this Section 9.4.
9.5 Disclaimer. WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. TWILIO ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD PARTY TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE WE ARE NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF END CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES AND TWILIO WILL HAVE NO LIABILITY AND NO OBLIGATION TO INDEMNIFY FOR ANY BETA OFFERING WHATSOEVER.
10. Mutual Indemnification
10.1 Indemnification by Twilio.
(a) Scope of Indemnification. Twilio shall defend Partner, its Affiliates, and each of their directors, officers, and employees (collectively, “Partner Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Partner Indemnified Party by a third party alleging that Twilio’s provision of the Services infringes or misappropriates such third party’s intellectual property rights (“Twilio Indemnifiable Claim”). Twilio will indemnify Partner from any fines, penalties, damages, attorneys’ fees, and costs awarded against Partner Indemnified Parties or for settlement amounts approved by Twilio for a Twilio Indemnifiable Claim.
(b) Infringement Options. If Twilio’s provision of the Services to Partner has become, or in Twilio’s opinion is likely to become, the subject of any Twilio Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Twilio may at its option and expense: (i) procure the right to continue to provide the Services as set forth herein; (ii) modify the Services to make them non-infringing; or (iii) if the foregoing options are not reasonably practicable, terminate these Partner Terms, or, if applicable, terminate the Services that are the subject of any Twilio Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund Partner any unused pre-paid fees.
(c) Limitations. Twilio will have no liability or obligation under this Section 10 with respect to any Twilio Indemnifiable Claim arising out of (i) your use of the Services in breach of these Partner Terms; (ii) the combination, operation, or use of the Services with other applications, portions of applications, products, or services where the Services would not by themselves be infringing; or (iii) Beta services; or (iv) Services for which there is no charge.
10.2 Indemnification by Partner. Without limiting the foregoing, you will be responsible for third party claims that result from your creation of Partner Applications, that result from (x) any additional commitments you may make that have not been approved by Twilio regarding the Services, or that result from (y) your failure to require End Customers to accept the Twilio TOS or equivalent End Customer Terms. To that end, you will defend Twilio, its Affiliates, and each of their directors, officers, and employees (collectively, “Twilio Indemnified Parties”) from any third party claims arising out of (a) a breach of the requirements of Section 4.2(i), 4.2(j) or 4.2(k) of these Partner Terms, (b) your Partner Applications, including, without limitation, any claims that your Partner Application, your use of a Partner Application, or any End Customer’s use of a Partner Application infringes or misappropriates such third party’s intellectual property rights, and (c) your breach of Section 4.3.2(d) of these Partner Terms (collectively, “Partner Indemnifiable Claims”). You shall indemnify Twilio from an award of damages including attorneys’ fees, and costs awarded against a Twilio Indemnified Party, as well as any fines or penalties imposed by a government, regulatory body or telecommunications provider, and for settlement amounts approved by you for a Partner Indemnifiable Claim.
10.3 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 Partner Indemnifiable Claim or Twilio Indemnifiable Claim (individually or collectively referred to herein as a “Claim”); provided, however, that the failure to give prompt notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, Indemnifying Party will not settle any Claims for which it has an obligation to indemnify under this Section 10 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.
10.4 Exclusive Remedy. This Section 10 states the Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.
11. Limitation of Liability
11.1 LIMITATION ON INDIRECT, CONSEQUENTLY, AND RELATED DAMAGES. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE PARTNER TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11.2 LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE PARTNER TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTNER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
11.3 EXCEPTIONS TO THE LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 11.1 (LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES) AND SECTION 11.2 (LIMITATION OF LIABILITY) OF THESE PARTNER TERMS, THE LIMITATIONS IN SECTION 11.1 AND SECTION 11.2 DO NOT APPLY TO (A) YOUR BREACH OF SECTION 4.2 (PARTNER RESPONSIBILITIES); (B) YOUR BREACH OF SECTION 7 (FEES AND PAYMENT TERMS); OR (C) AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (MUTUAL INDEMNIFICATION).
12. Term; Suspension and Termination
12.1 Term. These Partner 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 the provisions below (“Term”).
12.2 Termination for Convenience. Twilio may terminate these Partner Terms at any time, with or without cause, upon thirty (30) days written notice to you.
12.3 Material Breach. Either party may terminate these Partner Terms (including all Order Form(s)) in the event the other party commits any material breach of these Partner Terms and fails to remedy such breach within fifteen (15) days after written notice of such material breach. If Twilio terminates these Partner Terms because of your material breach, then Twilio will also close your Twilio account. For the avoidance of doubt, your breach of Twilio’s Acceptable Use Policy will be considered a material breach of these Terms. You may also terminate these Terms (including all Order Form(s)) in the event Twilio commits a material breach of these Terms and fails to remedy such material breach within fifteen (15) days after you provide written notice of such material breach to us.
12.4 Insolvency. Subject to applicable law, either party may terminate these Partner Terms immediately and close all of your accounts by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.
13. Survival. Upon termination of these Partner Terms, your payment obligations, the terms of this Section 13, and the terms of the following Sections will continue to apply: Section 6 (Ownership, Use of Partner and End Customer Data, and Confidentiality), Section 7 (Fees, Taxes, and Payment Terms), Section 8 (Audits and Reviews), Section 10 (Mutual Indemnification), Section 11 (Limitation of Liability), Section 14 (Dispute Resolution), and Section 15 (General).
14. Dispute Resolution. In the event of a dispute, claim, or controversy arising out of or in connection with these Partner Terms or the breach, termination, enforcement, interpretation, or validity thereof (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s senior representatives will engage in good faith negotiations with the other party’s senior representatives to amicably resolve a Dispute. If parties are unable to resolve a Dispute within thirty (30) days after the first request to engage in good faith negotiations or within such other time period as the parties may agree to in writing, then either party may commence binding arbitration under JAMS’ Comprehensive Arbitration Rules and Procedures. The parties will share equally the fees and expenses of the JAMS arbitrator. The arbitration will be conducted by a sole arbitrator chosen by the mutual agreement of the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in (a) San Francisco, California if you are domiciled in any country outside of the European Economic Area or its regions or territories, the United Kingdom, Switzerland, Andorra, or Vatican City or (b) London, England if you are domiciled in any country within the European Economic Area or its regions or territories, the United Kingdom, Switzerland, Andorra, or Vatican City.
15.1 Twilio Affiliates. An Affiliate of Twilio may provide some or all of the Services to your End Customer or an Affiliate of that End Customer, as applicable, in accordance with these Partner Terms and any applicable Order Form(s) with such Affiliate of Twilio. Twilio will (x) be responsible for the Services its Affiliates provide and (y) not be relieved of its obligations under these Partner Terms if its Affiliates provide the Services or a portion thereof. Twilio will enforce the terms of these Partner Terms relating to the Services its Affiliates provide. Notwithstanding anything to the contrary in these Terms, Twilio’s Affiliates may directly bill you (x) for the Services they provide or (y) solely as a billing agent for us or any Affiliate of ours providing the Services.
15.2 Assignment. You will not assign, delegate, or otherwise transfer these Partner Terms or any applicable Order Form(s), in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Partner Terms or any applicable Order Form(s) without our consent will be null and void. We may assign, delegate, or otherwise transfer these Partner Terms or any applicable Order Form(s), in whole or in part, without your consent. Subject to this Section 15.2, these Partner Terms and any applicable Order Form(s) will be binding on each party and each party’s successors and permitted assigns.
15.3 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 will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will respectively be solely responsible for all of its own employees and agents, and related labor costs and expenses. Each party will respectively also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of its own activities, or those of its own employees or agents, in that party’s performance of these Partner Terms. Neither party has the authority to commit the other in any way, and will not attempt to do so, and will not imply that it has the right to do so.
15.4 Compliance with Laws. You shall comply with the applicable laws relating to your activities pursuant to these Partner Terms. Twilio will provide the Services in accordance with laws applicable to Twilio’s provision of the Services to its customers generally (namely without regard for your use or an End Customer’s use of the Services), and subject to your, an End Customer’s and/or an End User’s use of the Services in accordance with these Partner Terms, the Documentation, and applicable Order Form (if any).
15.5 Notices. Any notice required or permitted to be given hereunder will be given in writing to the other party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email. Notices to Twilio will be copied to email@example.com, Attention: General Counsel.
15.6 Governing Law and Venue. Unless unenforceable under applicable law, these Partner Terms will be governed by and interpreted according to the laws of the applicable state or country identified below, 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 14 (Dispute Resolution), any legal suit, action or proceeding arising out of or related to these Terms or the Services will be instituted in the applicable courts identified below, and the parties hereby consent to the personal jurisdiction of these courts. In the event of any adjudication of any dispute under these Partner Terms, the prevailing party in such action will be entitled to reimbursement of its attorneys’ fees and related costs by the non-prevailing party.
If Partner is domiciled in:
Courts with personal jurisdiction:
Any country outside of the European Economic Area or its regions or territories, the United Kingdom, Switzerland, Andorra, or Vatican City
State of California
State or federal courts of San Francisco, California, United States of America
Any country within the European Economic Area or its regions or territories, the United Kingdom, Switzerland, Andorra, or Vatican City
England and Wales
Courts of London, England
15.7 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 Partner 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, pandemic, 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.
15.8 Waiver; Order of Precedence. No failure or delay by either party in exercising any right or enforcing any provision under these Partner Terms will constitute a waiver of that right, or provision, or any other provision. Titles and headings of sections of these Partner Terms are for convenience only and will not affect the construction of any provision of these Partner Terms. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (except as otherwise expressly stated in an applicable Order Form): (1) the applicable Order Form(s); (2) the terms set forth in the body of these Partner Terms, (3) the AUP, (4) any other terms incorporated by reference herein or any other exhibits, addendums, or attachments hereto, and (5) the applicable Documentation.
15.9 Government Terms. We provide the Services, including any related software and technology, for ultimate federal government end use solely in accordance with these Terms. If you (or any End Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the 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 Services were developed fully at private expense.
15.10 Severability. In the event that any provision of these Partner Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of these Partner Terms will continue in full force and effect.
16.11 Entire Agreement. These Partner Terms (including all incorporated policies and documents, exhibits, and attachments hereto) will constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, statements, sales materials, presentations, or agreements, whether oral or written. No oral or written information or advice given by Twilio, its agents, or its employees will create a warranty or in any way increase the scope of the warranties or obligations in these Partner Terms. The parties agree that any term or condition stated in your registration forms, registration portals, or in any purchase order documents or similar documents or statements that you utilize will be construed solely as evidence of your internal business processes and the terms and conditions contained therein will be void and have no effect with regard to these Partner Terms even if accepted by Twilio or signed by the parties after the effective date.