In these Terms of Service (hereafter “Agreement” or “Terms”), “we,”“us,”“our” or “Twilio” will refer collectively to Twilio Inc., 375 Beale Street, Suite 300, San Francisco, CA 94105 and its affiliates. The terms “you,” “your” and “Customer” will refer to you. To be eligible to register for a customer account in order to use the 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 customer account in order to use the 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 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 SERVICES.
When we refer to the “Services” in these Terms, we mean to include all products and services that Twilio offers, and that you order under an Order Form or by using the Twilio or SendGrid customer account. This also includes our services provided to you on a trial basis or otherwise free of charge. Services may include products that provide both (a) the platform services, including access to any application programming interface (“API”) and (b) where applicable, connectivity services, that link the Services to the telecommunication providers’ networks via the Internet. Refer to the definitions at www.twilio.com/legal for a more detailed description.
When we refer to the “Twilio API” we mean an application programming interface for the Services (or feature of the Services) provided to you by us.
When we refer to the “Documentation” we mean all of the Twilio API instruction manuals and guides, code samples, manuals, guides, on-line help files and technical documentation made publicly available by us for the Services, and as may be updated from time to time. There is a special subset of the Documentation that we have named the “APS Documentation.” This is available at www.twilio.com/legal and consists of our Acceptable Use Policy, terms that are specific to certain products (namely what we may refer to as “product specific terms” and our Security Overview at www.twilio.com/legal/security-overview.
When we refer to the “Customer Application” we mean any software application or service that Customer makes available through or creates, using developer tools provided by Twilio or that interfaces with the Services.
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 SERVICES GENERALLY MUST BE RESOLVED BY A DISPUTE RESOLUTION PROCESS WHICH MAY LEAD TO BINDING ARBITRATION. For more details, go to Section 18.
If you have any questions, you can reach Twilio at twilio.com/help/contact.
Contact us if you are a U.S. federal government user or otherwise accessing or using the Services in a U.S. federal government capacity.
Prior notice of changes: Twilio may update these Terms of Service from time to time by providing you with prior written notice of material updates at least thirty (30) days in advance of the effective date. Notice will be given in your account portal or via an email to the email address owner of your account. This notice will highlight the intended updates. Except as otherwise specified by Twilio, updates will be effective upon the effective date indicated at the top of these Terms of Service. The updated version of these Terms will supersede all prior versions.
Your acceptance: Following such notice, your continued access or use of the Services on or after the effective date of the changes to the Terms constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Services.
Exceptions: Twilio may not be able to provide at least thirty (30) days prior written notice of updates to these Terms that result from changes in the law or requirements from telecommunications providers.
To use the Services, you will be asked to create a customer account. As part of the account creation process, you’ll be asked to provide your email 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 an account, your access to the Services will be limited to what is available to the general public. When registering for an 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 account. You must keep that information true, accurate, current and complete after you create each account.
You are solely responsible for all use (whether or not authorized) of the Services under your customer 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 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 customer account(s). You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you and each End User to connect to, access, and use the Services.
3.1 Provision of the Services. We will make the Services available to you in accordance with these Terms, the Documentation and any applicable Order Forms. The Services will comply with this service level agreement “SLA”), which may be updated from time to time. Services will also comply with the Twilio Security Overview. We will provide the Services in accordance with laws applicable to Twilio’s provision of the Services to its customers generally (i.e. without regard for your particular use of the Services), and subject to your use of the Services in accordance with these Terms, the Documentation and any applicable Order Form.
3.2 You may use the Services, on a non-exclusive basis, solely to: (a) use the Documentation and Twilio APIs as needed to develop your Application; (b) use and make the Services available to End Users in connection with the use of each Customer Application in accordance with the Documentation and our Acceptable Use Policy; (c) use the Services solely in connection with and as necessary for your activities pursuant to these Terms; and (d) allow your affiliates to use the 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 by or for you through the use of the Services under these Terms
We are excited to see what you build with the Services. But, you should know you and your End Users have a number of responsibilities you must carry out, and there are some restrictions on what you can do with them and requirements that you must follow if you use the Services.
5.1 Your Responsibilities
You will: (a) be solely responsible for all use (whether or not authorized) of the Services and Documentation under your account, including for the quality and integrity of Customer Data and each Customer Application; (b) use Services only in accordance with this Agreement, the Acceptable Use Policy, Documentation, Order Forms or other applicable terms relating to the use of the Services, and applicable laws; (c) be solely responsible for all acts, omissions and activities of your End Users, including their compliance with these Terms, Documentation, the Acceptable Use Policy, and any Order Forms or other terms of sales of the Services; (d) do your best to prevent unauthorized access to or use of the Services and notify Twilio promptly of any such unauthorized access or use; (e) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and (f) comply with the representations and warranties you make in Section 12 (Representations and Warranties) below.
5.2 Services Usage Restrictions
With regard to the Services, you agree that: (a) except to make the Services available to your End Users in connection with the use of each Customer Application as permitted herein, you will not transfer, resell, lease, license or otherwise make available the Services to third parties or offer them on a standalone basis; (b) you will not attempt to use the Services to access or allow access to Emergency Services (meaning, an official government-sponsored emergency telephone number (such as 911 in North America or 112 in the European Union and other locations worldwide) which is used to dispatch professional emergency responders) unless the Service is expressly approved for Emergency Services, and you use those Services strictly in accordance with the Emergency Services Addendum; (c) you will ensure that the 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; (d) you will ensure that we are entitled to use your Customer Data, as needed to provide the Services; (e) you will not use the Services in any manner that violates any applicable law; (f) You will not use the Services to create, train, or improve (directly or indirectly) a substantially similar product or service, including any other machine translation engine; (g) you will not create multiple Customer Applications or Service accounts to simulate or act as a single Customer Application or Service account (respectively) or otherwise access the Service in a manner intended to avoid incurring fees; (h) 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 Services.
5.3 Suspension of Services.
In addition to suspension of the Services for non-payment of fees as described in Section 10.3 (Suspension for Non-Payment), we may also suspend the Services immediately upon notice for cause if: (a) you violate (or give us reason to believe you have violated) any provision of these Terms, our Acceptable Use Policy; (b) there is reason to believe the traffic created from your use of the Services or your use of the Services is fraudulent or negatively impacting the operating capability of the Services; (c) we determine, in our sole discretion, that providing the Services is prohibited by applicable law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the 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, or (e) there is any use of the Services by Customer or End Users that in Twilio’s judgment threatens the security, integrity or availability of the Services. However, Twilio will use commercially reasonable efforts under the circumstances to (x) provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension (e.g., to certain phone numbers, sub-accounts or other subset of traffic); and (z) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.
The features and functions of the 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 Services are compatible with our 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 implementing those changes.
From time to time, Twilio may make Beta Offerings available to you at no charge. You may choose to try such Beta Offerings or not in your sole discretion. Twilio may discontinue Beta Offerings at any time in our sole discretion and may decide not to make a Beta Offering generally available. For avoidance of doubt, such Beta Offerings are not “Services” under these Terms. “Beta Offerings” means services that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by Twilio.
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. The term “control” means more than 50% ownership. 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 are not permitted to purchase Services using the Terms of Service that you accepted. Instead your affiliates will need to accept the Terms themselves. If your affiliates use the Services under these Terms, then you and those affiliates 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 Services pursuant to these Terms may only be brought against us by you on your affiliates’ behalf.
10.1 Fees. You agree to pay fees in accordance with the rates listed at twilio.com/pricing and sendgrid.com/pricing, unless otherwise set forth in an order form or order confirmation between the parties (an “Order Form”).
Additionally, we will charge you, and you shall pay, in accordance with Section 10.3, any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunication provider as a result of your use of the Services.
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 Services that are the subject of this Agreement. “Taxes” mean all applicable federal, state and local taxes, fees, charges, telecommunications provider (e.g., 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, 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 you provide us an exemption certificate or your VAT or GST number after you have paid Taxes, then we will provide, upon your written request, a credit to your customer account for Taxes previously paid for up to a period of three (3) months from the date of receipt of your written request. 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. You will make all of the payments due hereunder in accordance with the following applicable payment method:
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 customer account(s) or (b) ensuring that your customer account(s) has a sufficient positive balance to cover all fees due. If, for any reason, you have a negative balance on your customer account(s), then we reserve the right to suspend the 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 email 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. If you are overdue on any payment of undisputed fees 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. Following the notice of non-payment, we may also suspend the Services until you pay the undisputed fees due plus any late fees.
10.3.3 Suspension for Non-Payment. If we suspend the 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 in connection with any such suspension.
10.4 Fee Disputes. If you are disputing any fees or Taxes, you must act reasonably and in good faith and you must cooperate diligently with Twilio to resolve the dispute. 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 Services, Documentation, our Confidential Information and all anonymized or aggregated data resulting from use and operation of the Services (such as but not limited to volumes, frequencies, or bounce rates) and that do not identify a natural person as the source of the information, as well as any feedback, recommendations, correction requests, or suggestions from you or any End User about the Services (“Contributions”). As between you and Twilio, you exclusively own and reserve all right, title and interest in and to each Customer Application, Customer Data and your Confidential Information.
11.2 Suggestions and Contributions. We welcome your Contributions about the Services. But please know that by submitting Contributions you agree that: (a) we are not under any obligation of confidentiality with respect to your Contributions; (b) we may use or disclose (or choose not to use or disclose) your Contributions for any purpose and in any way; (c) we own your Contributions; and (d) 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. You grant Twilio the right to use your name, logo, and a description of your use case to refer to you on Twilio’s website, earnings release and calls, marketing or promotional materials, subject to your standard trademark usage guidelines that you provide to us from time-to-time.
11.4.1 "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.
11.4.2 Use and Disclosure. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are legally bound to keep such information confidential consistent with the terms of this Section 11. Twilio may disclose the terms of any Order Form or other purchase of Services to its affiliates, legal counsel and accountants without your prior written consent, and Twilio will remain responsible for its affiliate’s, legal counsel’s or accountant’s compliance with this Section 11 (Confidentiality). Notwithstanding the foregoing, (x) Twilio may disclose the terms of this Agreement and any applicable purchase transaction to a subcontractor to the extent necessary to perform Twilio’s obligations under this Agreement, and (y) Twilio may use and disclose your Confidential Information as necessary to provide the Services, including as set forth in the Data Protection Addendum, and in each case of (x) and (y) under terms of confidentiality materially as protective as set forth herein.
11.4.3 Compelled Disclosure. Twilio may disclose your Confidential Information if so required pursuant to a regulation, law or court order. We will give you notice of the compelled disclosure (to the extent legally permitted). You will cover our reasonable legal fees for preparation of witnesses, deposition and testimony to the extent such compelled disclosure is in connection with a lawsuit or legal proceeding to which you are a party or to the extent fees are incurred in connection with reasonable assistance we provide to you in connection with your efforts to contest 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.
12.1 Representations and Warranties.
12.1.1 Recordings and Communications Monitoring. You represent and warrant that if you record or monitor telephone calls, SMS messages, or other communications using the Services, then you will comply with all applicable laws prior to doing so and will secure all required prior consents to record or monitor communications using the Services. We make no representations or warranties with respect to recording or monitoring of telephone calls, SMS messages, or other communications. 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 Services, and you further agree to indemnify us and our affiliates in accordance with the terms of Section 13 (Mutual Indemnification) for claims arising out of or related to your acts or omissions in connection with providing notice and obtaining consents regarding such recording or monitoring of telephone calls, SMS messages, or other communications using the Services.
12.1.2 Customer Data. You represent and warrant that you have provided (and will continue to provide) adequate notices and have obtained (and will continue to obtain) 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 Services. We represent and warrant that the Services will perform materially in accordance with the applicable Documentation. Twilio’s sole obligation, and your sole and exclusive remedy, in the event of any failure by Twilio to comply with this Section 12.1.3 will be for Twilio to, at Twilio’s option, re-perform the affected Services or refund to you the fees you actually paid for the affected Services.
12.1.4 Export Controls. The Services may be subject to applicable export control and economic sanctions laws of the U.S. and other jurisdictions. Twilio and You each agree to comply strictly with all domestic and international export laws and economic sanctions regulations, in the case of Twilio, in providing the Services, and, in the case of you, in receiving and using the Services respectively, and to the extent consistent with these Term, you will obtain any necessary license or other authorization to export, re-export, or transfer the Services. These laws include restrictions on destinations, End Users, and end use. Without limitation, you may not transfer the 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). Twilio represents that Twilio is not named on a U.S. government exclusion list. You represent that you or any End User using the Services is not named on a U.S. government exclusion list, and you further warrant that you will immediately discontinue use of the Services if you or any End User using the Services becomes placed on any such list.
12.2.1 GENERAL DISCLAIMER. WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND TWILIO MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND TWILIO 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. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER, AND TWILIO SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA OFFERING. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TWILIO WILL NOT BE LIABLE AND WILL HAVE NO OBLIGATION TO INDEMNIFY CUSTOMER FOR SENSITIVE DATA THAT YOU OR ANY END USER SENDS TO TWILIO.
“Sensitive Data” has the meaning given in the AUP.
13.1 Indemnification by Twilio. We will defend you from and against all claims, demands, suits or proceedings made or brought against you by a third party alleging that the Services infringe or misappropriate such third party’s intellectual property rights (“Infringement Claim”), and will indemnify you from any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts you pay to settle an Infringement Claim under a settlement for which Twilio has given its written approval.
13.2 Infringement Options If your use of the 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 Services as set forth herein; (b) modify the 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 states your exclusive remedy for any Infringement Claim by a third party.
13.3 Limitations Twilio will have no liability or obligation with respect to any Infringement Claim and a court award of damages (a) arising out of your use of the Services in breach of these Terms, (b) arising out of the combination, operation, or use of the Services with other applications, portions of applications, products, or services where the Services would not by themselves, and without modification, be infringing, or (c) arising from Services for which there is no charge.
13.4 Indemnification by You. You will defend Twilio, its officers, directors, employees, and affiliates (“Twilio Indemnified Parties”) from and against any claim, demand, suit or proceeding made or brought against a Twilio Indemnified Party by a third party alleging or arising out of (a) your or any of your End Users’ breach of these Terms or your obligations under Section 5 (Customer Responsibilities, Restrictions and Requirements), or breach of your representations or warranties under Section 12 of these Terms; (b) your or any of your End Users’ use of the Services or any activities under these Terms; or (c) your Customer Application, including, without limitation, any intellectual property claims for infringement or misappropriation relating to each Customer Application (collectively, “Customer Indemnifiable Claims”) and will indemnify Twilio from any damages, attorney fees, and costs finally awarded against Twilio Indemnified Parties as a result of, or for amounts paid by Twilio Indemnified Parties to settle a Customer Indemnifiable Claim under a settlement for which you have given your written approval.
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 Infringement Claim or Customer Indemnifiable Claim, as applicable (collectively referred to as a “Claim”), provided, however, that the failure to give such prompt 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. 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 CONSEQUENTIAL AND RELATED DAMAGES. EXCEPT FOR DAMAGES ARISING FROM BREACH OF YOUR OBLIGATIONS UNDER SECTION 5 (CUSTOMER RESPONSIBILITIES, RESTRICTIONS AND REQUIREMENTS), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY 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 OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
14.2 LIMITATION OF LIABILITY. EXCEPT FOR DAMAGES ARISING FROM BREACH OF YOUR OBLIGATIONS UNDER SECTION 5 (CUSTOMER RESPONSIBILITIES, RESTRICTIONS AND REQUIREMENTS) AND EXCEPT FOR AMOUNTS PAYABLE UNDER A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 (MUTUAL INDEMNIFICATION) OF THESE TERMS, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER 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, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 10 (FEES, PAYMENT TERMS, TAXES) ABOVE.
14.3 EMERGENCY SERVICES DISCLAIMER. 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 SERVICES TO CONTACT EMERGENCY SERVICES, AS DEFINED IN SECTION 5.2(b), ABOVE. TWILIO’S OUTBOUND COMMUNICATIONS SERVICES SHOULD NOT BE USED FOR CONTACTING EMERGENCY SERVICES, UNLESS THE TWILO SERVICE IS EXPRESSLY APPROVED FOR THIS PURPOSE AND YOU AND TWILIO HAVE ENTERED AN EMERGENCY SERVICES ADDENDUM <APPROVED PRODUCTS AND ADDENDA> IN CONNECTION WITH YOUR USE OF THE APPROVED PRODUCT.
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.
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) below (“Term”).
15.2 Termination. Either party may terminate these Terms and close your customer 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 customer 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.
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, Taxes), Section 11 (Ownership and Confidentiality), Section 13 (Mutual Indemnification), Section 14 (Limitation of Liability; Emergency Services), Section 17 (General), and Section 18 (Agreement to Arbitrate).
17.1 Compliance with Laws. You will comply with the applicable law relating to your respective activities pursuant to these Terms. Twilio will provide the Services in accordance with laws applicable to Twilio’s provision of the Services to its customers generally (i.e. without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and applicable Order Form (if any).
17.2 No Waiver, Order of Precedence. Our failure to enforce at any time any provision of these Terms, our Acceptable Use Policy, or any other of your obligations does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, our Acceptable Use Policy, or any of your other obligations, 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. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (except as otherwise expressly set forth in an applicable Order Form): (1) the AUP, (2) product-specific terms, (3) the Terms of Service and (4) the Documentation.
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 void. Twilio may assign these Terms, in whole or in part, without consent. 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 Severability. 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 hereunder will be given in writing to the party at the address specified in this Agreement by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer in its account. Notices to Twilio shall be copied to email@example.com, Attn: General Counsel.
17.7 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 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.
17.8 Government Terms. We provide the 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 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.
17.9 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 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.
17.10 Entire Agreement. Except as provided in these Terms and any exhibits or addenda or other terms incorporated by reference into 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 or obligations under 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.
- Agreement to Arbitrate
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 Services by binding arbitration in San Francisco, California.
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 customer 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 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 anything 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 Services, you agree to let your imagination run wild.
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, the Data Protection Addendum incorporated by reference into these Terms of Service will apply.
For more information about Twilio’s compliance with the GDPR, please click here.
A. For Customers who reside in European Economic Area (EEA), Switzerland, or the United Kingdom: the following additional terms shall apply:
(1) In relation to the limitation of liability: Nothing in this Agreement shall exclude or limit the liability of either party for (i) gross negligence or intentional misconduct of such party, (ii) death or personal injury caused by that party's negligence or (iii) fraud or fraudulent misrepresentation or (iv) any other liability to the extent that the same may not be excluded or limited as a matter of applicable law. (2) In relation to updating these Terms: 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 email to the email address owner of your account (or to your account portal if you have not been using Services for the prior 6 months) 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 the 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. Please note, Twilio may not be able to provide at least thirty (30) days prior written notice of updates to these Terms of Service that result from changes in the law or requirements from telecommunications providers.
B. For Customers who reside in Germany the following additional terms shall apply:
In relation to Warranties:
(aa) Twilio warrants that the Services will operate in accordance with the Documentation and will materially comply with any specifications contained therein. Both parties agree that to the extent the Customer is entitled to any statutory warranty rights, the applicable statutory warranty period is hereby reduced to twelve (12) months
(bb) Any and all further warranties are excluded.