Service Level Agreement for Services (“SLA”)

Effective January 1, 2020

1. Definitions:

The following defined terms apply to this SLA. Capitalized terms not defined below have the meanings ascribed to them in the Twilio Terms of Service, Master Sales Agreement, or other similar written agreement between the parties, as applicable (“Agreement”).

(a) “Actual Monthly Uptime Percentage” = (A-B+C)/A , where:

A = Total Monthly Time (defined below);

B = Unavailable Monthly Time (defined below); and

C = Excluded Monthly Times (defined below).

(b) “Monthly Uptime Percentage Threshold” means the percentage listed in the table below under the heading, “Monthly Uptime Percentage Threshold.”

(c) “Service Credit” means the dollar credit that Twilio will credit to a Customer’s eligible account if the Actual Monthly Uptime Percentage is less than the Monthly Uptime Percentage Threshold, and which is calculated by multiplying the Service Credit percentage listed in the table below by either (i) with respect to the Twilio Services, Customer’s usage fees, or (ii) with respect to the SendGrid Services, Customer’s email package fees, in either case, in the applicable calendar month.

(d) “Total Monthly Time” means the total number of minutes in the applicable calendar month.

(e) “Unavailable Monthly Time” means the number of minutes in the applicable calendar month during which the Twilio APIs for the Twilio Services or for “Mail Send” for the SendGrid Services, as applicable, were unavailable for use.

2. Service Commitments:

(a) If, during any month throughout the Term, the Actual Monthly Uptime Percentage falls below the Monthly Uptime Percentage Threshold, then Customer will be eligible to receive a Service Credit, subject to Customer’s compliance with Section 3 below. (b) If, during any month throughout the Term for which Customer has purchased the Twilio SendGrid Enterprise Solution, the SendGrid Service fails to achieve a Successful Connection (as defined below) rate of at least, (A) with respect to emails originating from North America or South America, 15,000 requests per second, or (B) with respect to emails originating outside of North America or South America, 10,000 requests per second (the “Successful Connection Rate”), then in addition to any Service Credits calculated regarding the Monthly Uptime Percentage Threshold, Customer shall be eligible to receive a Service Credit for such package, subject to Customer’s compliance with Section 3 below. For purposes of this Section, “Successful Connection” means a Web API v3 Mail send request by Customer that returns a “202” accepted response. Customer shall have the right, exercisable no more than once per calendar month during the Term, to request a report indicating the Successful Connection Rate applicable to Customer’s email sends during the previous thirty (30) days. Notwithstanding any provision in this Agreement to the contrary, the service commitment set forth in this Section is conditioned upon meeting each of the following requirements: (i) Customer will utilize a sufficient number of concurrent connections to support the Successful Connection Rate; (ii) Customer’s send request will not exceed (A) with respect to emails originating from North America or South America, six (6) gigabits per second in the aggregate, or (B) with respect to emails originating outside of North America or South America, four (4) gigabits per second in the aggregate; and (iii) Customer will honor Twilio's then-current time-to-live value for domain name system lookups of the Web API v3 Mail send address.

3. Credit Request and Payment Procedures:

(a) Twilio Services: To receive a Service Credit for the Twilio Services, Customer must submit a request to Twilio through the Twilio customer service portal, available at https://www.twilio.com/help/contact, within thirty (30) days from the last day of the calendar month in which Customer claims Twilio failed to meet or exceed the Monthly Uptime Percentage Threshold. Availability of Twilio APIs for the Twilio Services is measured by a third party provider of performance and monitoring services (the “Monitoring Service”), that issues monthly uptime reports, available at http://status.twilio.com. Twilio will adjust the Monitoring Service’s uptime results as necessary to account for any Excluded Monthly Times. All submissions must include: (i) “SLA Claim” as the subject of the ticket; (ii) the dates and times of Unavailable Monthly Time; and (iii) any documentation of the applicable outage. Each Service Credit will be applied to future amounts payable by Customer to Twilio for the Twilio Services. No refunds or cash value will be given. All SLA claims will be verified against the measurements of the Monitoring Service.
(b) SendGrid Services: To receive a Service Credit for the SendGrid Services, Customer must submit a request to Twilio through the customer service portal, available at https://support.sendgrid.com, within thirty (30) days from the last day of the calendar month in which Customer claims Twilio failed to meet or exceed the Monthly Uptime Percentage Threshold or Successful Connection Rate. The ticket must include: (i) “SLA Claim” as the subject of the ticket; (ii) the dates and times of (A) Unavailable Monthly Time calculated based on the status page available at http://status.sendgrid.com, or (B) failure to meet the Successful Connection Rate; and (iii) any documentation of the applicable outage. Each Service Credit will be applied to future amounts payable by Customer to Twilio for the SendGrid Services. No refunds or cash value will be given.

4. Excluded Monthly Times:

Notwithstanding any provision in this Agreement to the contrary, no Unavailable Monthly Time will be deemed to have occurred if downtime: (i) is caused by factors outside of Twilio’s reasonable control, including, without limitation, telecommunications provider-related problems or issues, Internet access or related problems occurring beyond the point in the network where Twilio maintains access and control over the Services; (ii) results from any actions or inactions of Customer or any third party (except for Twilio’s agents and subcontractors); (iii) results from the Customer Applications, Customer’s equipment, software or other technology, Add-on services, or third party equipment, software or other technology (except for equipment within Twilio’s direct control); (iv) occurs during Twilio’s scheduled maintenance for which Twilio will provide at least twenty-four (24) hours prior notice; (v) occurs during Twilio’s emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity or operation of the Services), regardless of the notice provided by Twilio; or (vi) results from any alpha, beta, developer preview, development test bed environments, descriptions of similar import or not otherwise generally available Twilio features or products; or (vii) periods of Unavailable Monthly Time that are less than five (5) minutes of continuous unavailability in duration (collectively, the “Excluded Monthly Times”).

5. Entire SLA Liability:

With respect to any failure of Twilio to meet the Monthly Uptime Percentage Threshold or Successful Connection Rate, as applicable, this Exhibit states Twilio’s sole and entire liability to Customer and Customer’s sole remedy.