| THE SERVICES ARE INTENDED FOR BUSINESS USE OR USE IN CONNECTION WITH AN INDIVIDU | | THE SERVICES ARE INTENDED FOR BUSINESS USE OR USE IN CONNECTION WITH AN INDIVIDU |
| AL’S TRADE, CRAFT, OR PROFESSION ONLY. | | AL’S TRADE, CRAFT, OR PROFESSION ONLY. |
| If you have a separate written agreement with Twilio for your use of the Service | | If you have a separate written agreement with Twilio for your use of the Service |
| s, these Twilio Terms of Service will not apply to you, unless that written agre | | s, these Twilio Terms of Service will not apply to you, unless that written agre |
| ement does not cover a particular Service, in which case, these Twilio Terms of | | ement does not cover a particular Service, in which case, these Twilio Terms of |
| Service apply solely to your use of that particular Service. | | Service apply solely to your use of that particular Service. |
| These Twilio Terms of Service (“Agreement”) set forth the terms for your use of | | These Twilio Terms of Service (“Agreement”) set forth the terms for your use of |
| the Services and are effective as of the date you accept or otherwise agree to t | | the Services and are effective as of the date you accept or otherwise agree to t |
| he terms of this Agreement (“Effective Date”). This Agreement consists of these | | he terms of this Agreement (“Effective Date”). This Agreement consists of these |
| Twilio Terms of Service, terms referenced in these Twilio Terms of Service which | | Twilio Terms of Service, terms referenced in these Twilio Terms of Service which |
| are available at hyperlinks, and any applicable Order Form(s) (as defined below | | are available at hyperlinks, and any applicable Order Form(s) (as defined below |
| ). This Agreement is between the applicable Twilio entity identified below (“Twi | | ). This Agreement is between the applicable Twilio entity identified below (“Twi |
| lio”) and you or the organization on whose behalf you are accepting or otherwise | | lio”) and you or the organization on whose behalf you are accepting or otherwise |
| agreeing to the terms of this Agreement (“you", "your", "yours", or "Customer”) | | agreeing to the terms of this Agreement (“you", "your", "yours", or "Customer”) |
| . | | . |
| n | If you are domiciled in: | n | If you are domiciled or registered in: |
| Any country outside of the European Economic Area and its regions and territorie | | Any country outside of the European Economic Area and its regions and territorie |
| s, the United Kingdom, Switzerland, Andorra, Vatican City, Monaco, and Turkey, o | | s, the United Kingdom, Switzerland, Andorra, Vatican City, Monaco, and Turkey, o |
| ther than Japan | | ther than Mexico, Brazil, and Japan |
| Twilio entity entering into this Agreement: | | Twilio entity entering into this Agreement: |
| Twilio Inc., a Delaware corporation, with a place of business at 101 Spear Stree | | Twilio Inc., a Delaware corporation, with a place of business at 101 Spear Stree |
| t, 5th Floor, San Francisco, California, 94105, United States of America | | t, 5th Floor, San Francisco, California, 94105, United States of America |
| Any country within the European Economic Area or its regions or territories, the | | Any country within the European Economic Area or its regions or territories, the |
| United Kingdom, Switzerland, Andorra, Vatican City, Monaco, or Turkey | | United Kingdom, Switzerland, Andorra, Vatican City, Monaco, or Turkey |
| Twilio Ireland Limited, a company registered in the Republic of Ireland, whose r | | Twilio Ireland Limited, a company registered in the Republic of Ireland, whose r |
| egistered address is 70 Sir John Rogerson’s Quay, Dublin 2, D02 R296, Ireland | | egistered address is 70 Sir John Rogerson’s Quay, Dublin 2, D02 R296, Ireland |
| n | | n | Mexico |
| | | CISA Telecomunicaciones, S.A. de C.V., a company registered in Mexico, Avenida P |
| | | aseo de la Reforma 300, Piso 18, Juarez, Cuauhtémoc, 06600, Ciudad de Mexico, Me |
| | | xico |
| | | Brazil |
| | | Teravoz Telecom Telecomunicações Ltda., a company registered in Brazil, whose re |
| | | gistered address is Rua Padre João Manoel, 808, 4th and 5th Floors, Cerqueira Cé |
| | | sar. City of São Paulo, State of São Paulo, 01411-000, Brazil |
| Japan | | Japan |
| n | Twilio Japan G.K., a Japanese company with a place of business at Link Square Sh | n | Twilio Japan G.K., a Japanese company, with a place of business at Link Square S |
| injuku 16F, 5-27-5 Sendagaya, Shibuya-ku, Tokyo 151-0051, Japan | | hinjuku 16F, 5-27-5 Sendagaya, Shibuya-ku, Tokyo 151-0051, Japan |
| These terms might change. We will let you know at least 30 days before we make a | | These terms might change. We will let you know at least 30 days before we make a |
| ny significant changes that impact you or your use of our services, unless we ar | | ny significant changes that impact you or your use of our services, unless we ar |
| e unable to because of changes in laws, regulations, or carrier requirements. Th | | e unable to because of changes in laws, regulations, or carrier requirements. Th |
| e updated version of these terms will be posted on this page. | | e updated version of these terms will be posted on this page. |
| If you keep using our services after these terms have changed and gone into effe | | If you keep using our services after these terms have changed and gone into effe |
| ct, that means you have accepted those changes and they are legally binding on y | | ct, that means you have accepted those changes and they are legally binding on y |
| ou. If you do not agree with the changed terms, you must stop using our services | | ou. If you do not agree with the changed terms, you must stop using our services |
| immediately. | | immediately. |
| Twilio may update the terms of this Agreement from time to time. Twilio will pro | | Twilio may update the terms of this Agreement from time to time. Twilio will pro |
| vide you with written notice of any material updates at least thirty (30) days p | | vide you with written notice of any material updates at least thirty (30) days p |
| rior to the date the updated version of this Agreement is effective, unless such | | rior to the date the updated version of this Agreement is effective, unless such |
| material updates result from changes in laws, regulations, or requirements from | | material updates result from changes in laws, regulations, or requirements from |
| telecommunications providers. The current, up to date version of this Agreement | | telecommunications providers. The current, up to date version of this Agreement |
| will be available at https://www.twilio.com/legal/tos. Notices for material upd | | will be available at https://www.twilio.com/legal/tos. Notices for material upd |
| ates to the terms of this Agreement will be given in accordance with Section 9.5 | | ates to the terms of this Agreement will be given in accordance with Section 9.5 |
| (Notices). Following such notice, your continued use of the Services on or afte | | (Notices). Following such notice, your continued use of the Services on or afte |
| r the date the updated version of this Agreement is effective and binding, as in | | r the date the updated version of this Agreement is effective and binding, as in |
| dicated at the top of this Agreement, constitutes your acceptance of the updated | | dicated at the top of this Agreement, constitutes your acceptance of the updated |
| version of this Agreement. The updated version of this Agreement supersedes all | | version of this Agreement. The updated version of this Agreement supersedes all |
| prior versions. If you do not agree to the updated version of this Agreement, y | | prior versions. If you do not agree to the updated version of this Agreement, y |
| ou must stop using the Services immediately. | | ou must stop using the Services immediately. |
| “Documentation” means Twilio’s documentation, including any usage guides and pol | | “Documentation” means Twilio’s documentation, including any usage guides and pol |
| icies, for the Services, the current version of which is available at https://ww | | icies, for the Services, the current version of which is available at https://ww |
| w.twilio.com/docs. | | w.twilio.com/docs. |
| “End User” means any user of the Services, including via any Customer Services. | | “End User” means any user of the Services, including via any Customer Services. |
| “Malicious Code” means code, files, scripts, agents, or programs intended to do | | “Malicious Code” means code, files, scripts, agents, or programs intended to do |
| harm, including, for example, viruses, worms, time bombs and Trojan horses. | | harm, including, for example, viruses, worms, time bombs and Trojan horses. |
| n | “Order Form” means an ordering document between you and Twilio, or any of their | n | “Order Form” means an (a) ordering document between you and Twilio, or any of th |
| Affiliates, that specifies mutually agreed upon rates for certain Services and a | | eir Affiliates, or (b) online order that you or your Affiliates place through it |
| ny commercial terms related thereto. | | s account via a self-service purchasing workflowthat, in either case, specifies |
| | | mutually agreed upon rates for certain Services and any commercial terms related |
| | | thereto. |
| “Services” means the products and services provided by Twilio or its Affiliates, | | “Services” means the products and services provided by Twilio or its Affiliates, |
| as applicable, including all updates, modifications, or improvements thereto, t | | as applicable, including all updates, modifications, or improvements thereto, t |
| hat you purchase pursuant to an Order Form or otherwise use. Services excludes a | | hat you purchase pursuant to an Order Form or otherwise use. Services excludes a |
| ny Customer Services and Third Party Services (as defined below). | | ny Customer Services and Third-Party Services (as defined below). |
| "Support Terms" means the support-related terms for the Services, the current ve | | "Support Terms" means the support-related terms for the Services, the current ve |
| rsion of which is available at https://www.twilio.com/support-plans. | | rsion of which is available at https://www.twilio.com/support-plans. |
| n | "Third Party Services" means any products, services, or software components that | n | "Third-Party Services" means any products, services, or software components that |
| are purchased by you from Twilio, but provided, or otherwise made available, by | | are purchased by you from Twilio, but provided, or otherwise made available, by |
| a third party (i.e., a party other than Twilio). Third Party Services are gover | | a third party (i.e., a party other than Twilio). Third-Party Services are gover |
| ned by a separate agreement between you and the third-party provider. | | ned by a separate agreement between you and the third-party provider. |
| "Twilio Acceptable Use Policy" means certain terms relating to the use of the Se | | "Twilio Acceptable Use Policy" means certain terms relating to the use of the Se |
| rvices, including the Service and Country Specific Requirements set forth therei | | rvices, including the Service and Country Specific Requirements set forth therei |
| n, the current version of which is available at https://www.twilio.com/legal/aup | | n, the current version of which is available at https://www.twilio.com/legal/aup |
| . | | . |
| “Twilio Data” means any data that is (a) derived or generated from the use or pr | | “Twilio Data” means any data that is (a) derived or generated from the use or pr |
| ovision of the Services that does not identify you, your End Users, or any natur | | ovision of the Services that does not identify you, your End Users, or any natur |
| al person or is anonymized, de-identified, and/or aggregated such that it can no | | al person or is anonymized, de-identified, and/or aggregated such that it can no |
| longer identify you, your End Users, or any natural person or (b) any Customer | | longer identify you, your End Users, or any natural person or (b) any Customer |
| Data that is anonymized, de-identified, and/or aggregated by Twilio in accordanc | | Data that is anonymized, de-identified, and/or aggregated by Twilio in accordanc |
| e with this Agreement. | | e with this Agreement. |
| “Twilio Data Protection Addendum” means the personal data processing-related ter | | “Twilio Data Protection Addendum” means the personal data processing-related ter |
| ms for the Services, the current version of which is available at https://www.tw | | ms for the Services, the current version of which is available at https://www.tw |
| ilio.com/legal/data-protection-addendum | | ilio.com/legal/data-protection-addendum |
| (e) The information about you in your account is not true, accurate, or complete | | (e) The information about you in your account is not true, accurate, or complete |
| . | | . |
| 2.3 Suspension of Services. Twilio may suspend the Services upon written notice | | 2.3 Suspension of Services. Twilio may suspend the Services upon written notice |
| to you if Twilio, in good faith, determines: (a) that you or your End Users mate | | to you if Twilio, in good faith, determines: (a) that you or your End Users mate |
| rially breach (or Twilio, in good faith, believes that you or your End Users hav | | rially breach (or Twilio, in good faith, believes that you or your End Users hav |
| e materially breached) the Twilio Acceptable Use Policy; (b) there is an unusual | | e materially breached) the Twilio Acceptable Use Policy; (b) there is an unusual |
| and material spike or increase in your use of the Services and that such traffi | | and material spike or increase in your use of the Services and that such traffi |
| c or use is fraudulent or materially and negatively impacting the operating capa | | c or use is fraudulent or materially and negatively impacting the operating capa |
| bility of the Services; (c) that its provision of the Services is prohibited by | | bility of the Services; (c) that its provision of the Services is prohibited by |
| applicable law or regulation; (d) there is any use of the Services by you or you | | applicable law or regulation; (d) there is any use of the Services by you or you |
| r End Users that threatens the security, integrity, or availability of the Servi | | r End Users that threatens the security, integrity, or availability of the Servi |
| ces; or (e) that information in your account is untrue, inaccurate, or incomplet | | ces; or (e) that information in your account is untrue, inaccurate, or incomplet |
| e. You remain responsible for the Fees (as defined in Section 3.3 (Payment Terms | | e. You remain responsible for the Fees (as defined in Section 3.3 (Payment Terms |
| )). | | )). |
| Our services operate on a multi-tenant platform, which we are always looking to | | Our services operate on a multi-tenant platform, which we are always looking to |
| innovate and make better. As such, our services may change over time. We will le | | innovate and make better. As such, our services may change over time. We will le |
| t you know in advance if any changes to our services are not backwards compatibl | | t you know in advance if any changes to our services are not backwards compatibl |
| e. We may also work with you to resolve any significant negative impacts that re | | e. We may also work with you to resolve any significant negative impacts that re |
| sult from changes to our services that are not backwards compatible. | | sult from changes to our services that are not backwards compatible. |
| n | 2.4 Changes to the Services. You acknowledge that the features and functions of | n | 2.4 Changes to the Services. You acknowledge that the Services may change over t |
| the Services may change over time; provided, however, Twilio will not materially | | ime. It is your responsibility to ensure the Customer Services are compatible wi |
| decrease the overall functionality of the Services. It is your responsibility t | | th the Services. Twilio endeavors to avoid changes to the Services that are not |
| o ensure the Customer Services are compatible with the Services. Twilio endeavor | | backwards compatible, however, if any such changes become necessary, Twilio will |
| s to avoid changes to the Services that are not backwards compatible, however, i | | use commercially reasonable efforts to notify you at least sixty (60) days prio |
| f any such changes become necessary, Twilio will use commercially reasonable eff | | r to implementation. In the event Twilio makes a non-backwards compatible change |
| orts to notify you at least sixty (60) days prior to implementation. In the even | | to certain Services and such change materially and negatively impacts your use |
| t Twilio makes a non-backwards compatible change to certain Services and such ch | | of the Services (“Adverse Change”), (a) you will notify Twilio of the Adverse Ch |
| ange materially and negatively impacts your use of the Services (“Adverse Change | | ange and (b) Twilio may agree to work with you to resolve or otherwise address t |
| ”), (a) you will notify Twilio of the Adverse Change and (b) Twilio may agree to | | he Adverse Change, except where Twilio, in its sole discretion, has determined t |
| work with you to resolve or otherwise address the Adverse Change, except where | | hat an Adverse Change is required for security reasons, by telecommunications pr |
| Twilio, in its sole discretion, has determined that an Adverse Change is require | | oviders, or to comply with applicable law or regulation. |
| d for security reasons, by telecommunications providers, or to comply with appli | | |
| cable law or regulation. | | |
| You may use products called beta offerings, which are not generally available (e | | You may use products called beta offerings, which are not generally available (e |
| .g., services that are in alpha, beta, limited release). You are not required to | | .g., services that are in alpha, beta, limited release). You are not required to |
| use our beta offerings in order to use our services. | | use our beta offerings in order to use our services. |
| 2.5 Beta Offerings. From time to time, Twilio may make available Beta Offerings. | | 2.5 Beta Offerings. From time to time, Twilio may make available Beta Offerings. |
| You may, in your sole discretion, choose to use a Beta Offering. Twilio may dis | | You may, in your sole discretion, choose to use a Beta Offering. Twilio may dis |
| continue a Beta Offering at any time, in its sole discretion, or decide not to m | | continue a Beta Offering at any time, in its sole discretion, or decide not to m |
| ake a Beta Offering generally available. | | ake a Beta Offering generally available. |
| 3. Fees and Payment Terms | | 3. Fees and Payment Terms |
| 3.2.2 Communications Charges. If applicable, all fees are exclusive of any appli | | 3.2.2 Communications Charges. If applicable, all fees are exclusive of any appli |
| cable communications service or telecommunication provider (e.g., carrier) fees | | cable communications service or telecommunication provider (e.g., carrier) fees |
| or surcharges (collectively, “Communications Surcharges”). You will pay all Comm | | or surcharges (collectively, “Communications Surcharges”). You will pay all Comm |
| unications Surcharges in connection with your use of the Services. Communication | | unications Surcharges in connection with your use of the Services. Communication |
| s Surcharges will be shown as a separate line item on an invoice. You will pay a | | s Surcharges will be shown as a separate line item on an invoice. You will pay a |
| ll costs, fines, or penalties that are imposed on Twilio by a government or regu | | ll costs, fines, or penalties that are imposed on Twilio by a government or regu |
| latory body or a telecommunications provider as a result of your or your End Use | | latory body or a telecommunications provider as a result of your or your End Use |
| rs’ use of the Services. | | rs’ use of the Services. |
| 3.2.3 Exemption. If you are exempt from paying certain Taxes or Communications S | | 3.2.3 Exemption. If you are exempt from paying certain Taxes or Communications S |
| urcharges, you will provide the necessary exemption information as requested by | | urcharges, you will provide the necessary exemption information as requested by |
| Twilio or a valid exemption certificate issued by the appropriate authority via | | Twilio or a valid exemption certificate issued by the appropriate authority via |
| e-mail to taxforms@twilio.com. You will be exempt on a going-forward basis once | | e-mail to taxforms@twilio.com. You will be exempt on a going-forward basis once |
| Twilio has approved your exemption request. If the appropriate authority determi | | Twilio has approved your exemption request. If the appropriate authority determi |
| nes, at any time, that you are not exempt from paying any Taxes or Communication | | nes, at any time, that you are not exempt from paying any Taxes or Communication |
| s Surcharges, you will promptly pay such Taxes or Communications Surcharges to T | | s Surcharges, you will promptly pay such Taxes or Communications Surcharges to T |
| wilio, plus any applicable interest or penalties. | | wilio, plus any applicable interest or penalties. |
| You agree to pay us for any services you use. | | You agree to pay us for any services you use. |
| n | If you add funds to your account via credit card, you must make sure you have ad | n | If you add funds to your account via credit card, you must make sure you have ad |
| ded sufficient funds to cover the fees you owe us. If you do not have sufficient | | ded sufficient funds to cover the fees you owe us. If you do not have sufficient |
| funds in your account to cover the fees you owe us or your credit card declines | | funds in your account to cover the fees you owe us or your credit card declines |
| , then we may suspend our services to all of your accounts. | | , then we may suspend our services to all of your accounts. Payment by credit ca |
| | | rd is not an accepted form of payment once you exceed $8,000 in fees (or the loc |
| | | al currency equivalent, as applicable) in a single month. |
| If we approve you for invoicing, you agree to pay the fees owed to us in US doll | | If we approve you for invoicing, you agree to pay the fees owed to us in US doll |
| ars, unless another currency is shown on your order form or invoice, no later th | | ars, unless another currency is shown on your order form or invoice, no later th |
| an 30 days after the date of the invoice. | | an 30 days after the date of the invoice via ACH transfer, wire transfer, or oth |
| | | er acceptable bank transfer method. |
| If you do not pay on time, then we will send you a late notice. If we do not get | | If you do not pay on time, then we will send you a late notice. If we do not get |
| your payment within 15 days of the date of the late notice, then we may charge | | your payment within 15 days of the date of the late notice, then we may charge |
| a late fee and suspend our services to all of your accounts. Please pay us on ti | | a late fee and suspend our services to all of your accounts. Please pay us on ti |
| me. | | me. |
| You also may not create new accounts until any fees that you owe us are paid in | | You also may not create new accounts until any fees that you owe us are paid in |
| full. | | full. |
| 3.3 Payment Terms. Except as otherwise expressly set forth herein, payment oblig | | 3.3 Payment Terms. Except as otherwise expressly set forth herein, payment oblig |
| ations are non-cancelable and fees, Taxes, and Communications Surcharges (collec | | ations are non-cancelable and fees, Taxes, and Communications Surcharges (collec |
| tively, “Fees”), once paid, are non-refundable. Except as otherwise set forth in | | tively, “Fees”), once paid, are non-refundable. Except as otherwise set forth in |
| the applicable Order Form(s) and subject to Section 3.3.3 (Payment Disputes), Y | | the applicable Order Form(s) and subject to Section 3.3.3 (Payment Disputes), Y |
| ou will pay the Fees due hereunder in accordance with the following applicable p | | ou will pay the Fees due hereunder in accordance with the following applicable p |
| ayment method: | | ayment method: |
| n | 3.3.1 Credit Card. If you elect to add funds to your account by credit card and | n | 3.3.1 Credit Card. 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 such funds | | use such funds to pay the Fees due, you are responsible for ensuring such funds |
| cover such Fees. If your account does not have sufficient funds or your credit c | | cover such Fees. If your account does not have sufficient funds or your credit c |
| ard declines a charge for the Fees due, Twilio may suspend the provision of the | | ard declines a charge for the Fees due, Twilio may suspend the provision of the |
| Services to all of your accounts until the Fees due are paid in full. You are pr | | Services to all of your accounts until the Fees due are paid in full. You are pr |
| ohibited from creating new accounts until the Fees due are paid in full. | | ohibited from creating new accounts until the Fees due are paid in full. Unless |
| | | mutually agreed otherwise in writing, payment by credit card is not an accepted |
| | | form of payment once you exceed $8,000 in Fees (or the local currency equivalent |
| | | , as applicable) in a single month, with such restriction applying to all Fees g |
| | | oing forward (i.e., all future payments must be made via Automated Clearing Hous |
| | | e (ACH) transfer, wire transfer, or other acceptable form of bank transfer once |
| | | you exceed $8,000 in Fees in any single month). |
| 3.3.2 Invoicing. If you elect to receive invoices and Twilio approves you for th | | 3.3.2 Invoicing. If you elect to receive invoices and Twilio approves you for th |
| e same, then, except as otherwise set forth in the applicable Order Form(s), (a) | | e same, then, except as otherwise set forth in the applicable Order Form(s), (a) |
| invoices will be sent to you each month via email to the email address(es) you | | invoices will be sent to you each month via email to the email address(es) you |
| designate in your account and (b) you will pay the Fees due within thirty (30) d | | designate in your account and (b) you will pay the Fees due within thirty (30) d |
| ays of the date of the invoice. Except as otherwise set forth in the applicable | | ays of the date of the invoice via Automated Clearing House (ACH) transfer, wire |
| Order Form(s) or an invoice to the extent you procure the Services without any a | | transfer, or other acceptable form of bank transfer. Except as otherwise set fo |
| pplicable Order Form(s), the Fees are payable in United States dollars. If you f | | rth in the applicable Order Form(s) or an invoice to the extent you procure the |
| ail to pay the Fees and remedy such failure within fifteen (15) days of the date | | Services without any applicable Order Form(s), the Fees are payable in United St |
| Twilio provides you with written notice of the same, then Twilio may (i) assess | | ates dollars, and you may not use a credit card for the payment of such Fees. If |
| and you will pay a late fee of the lesser of 1.5% per month or the maximum amou | | you fail to pay the Fees and remedy such failure within fifteen (15) days of th |
| nt allowable by law and (ii) suspend the provision of the Services to all of you | | e date Twilio provides you with written notice of the same, then Twilio may (i) |
| r accounts until the Fees due are paid in full. You are prohibited from creating | | assess and you will pay a late fee of the lesser of 1.5% per month or the maximu |
| new accounts until the Fees due are paid in full. | | m amount allowable by law and (ii) suspend the provision of the Services to all |
| | | of your accounts until the Fees due are paid in full. You are prohibited from cr |
| | | eating new accounts until the Fees due are paid in full. |
| If you ever think that we charged you the wrong amount and you want to dispute i | | If you ever think that we charged you the wrong amount and you want to dispute i |
| t, then let us know in writing within 60 days of the billing date for the charge | | t, then let us know in writing within 60 days of the billing date for the charge |
| in question. You have to be reasonable when disputing a charge and must act in | | in question. You have to be reasonable when disputing a charge and must act in |
| good faith and cooperate with us to resolve the dispute. | | good faith and cooperate with us to resolve the dispute. |
| 3.3.3 Payment Disputes. You will notify Twilio in writing within sixty (60) days | | 3.3.3 Payment Disputes. You will notify Twilio in writing within sixty (60) days |
| of the date Twilio bills you for any Fees that you wish to dispute. You may wit | | of the date Twilio bills you for any Fees that you wish to dispute. You may wit |
| hhold the disputed Fees until the dispute is resolved. Where you are disputing a | | hhold the disputed Fees until the dispute is resolved. Where you are disputing a |
| ny Fees, you must act reasonably and in good faith and will cooperate diligently | | ny Fees, you 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 su | | with Twilio to resolve the dispute. Twilio will not charge you a late fee or su |
| spend the provision of the Services for unpaid Fees that are in dispute, unless | | spend the provision of the Services for unpaid Fees that are in dispute, unless |
| you fail to cooperate diligently with Twilio or Twilio determines the dispute is | | you fail to cooperate diligently with Twilio or Twilio determines the dispute is |
| not reasonable or brought in good faith by you. | | not reasonable or brought in good faith by you. |
| If you are purchasing our services through a third-party fulfillment reseller, t | | If you are purchasing our services through a third-party fulfillment reseller, t |
| hen you will pay the fees incurred for using our services to that third-party fu | | hen you will pay the fees incurred for using our services to that third-party fu |
| lfillment reseller instead of us. If you fail to pay the third-party fulfillment | | lfillment reseller instead of us. If you fail to pay the third-party fulfillment |
| reseller on time, our services may be suspended. | | reseller on time, our services may be suspended. |
| 5. Representations, Warranties, and Disclaimer | | 5. Representations, Warranties, and Disclaimer |
| Each of us agrees to these terms and promises it has the legal power to do so. | | Each of us agrees to these terms and promises it has the legal power to do so. |
| 5.1 Power and Authority Representation. Each party represents and warrants that | | 5.1 Power and Authority Representation. Each party represents and warrants that |
| it has validly accepted or entered into this Agreement and has the legal power t | | it has validly accepted or entered into this Agreement and has the legal power t |
| o do so. | | o do so. |
| n | Each of us will follow anti-corruption, anti-money laundering, economic and trad | n | Each of us will follow anti-corruption, anti-money laundering, sanctions, export |
| e sanctions, export controls, and other international trade laws, regulations, a | | controls, import, and anti-boycott laws, regulations, and government orders. Ea |
| nd government orders. Each of us also confirms that we, or our organization, is | | ch of us also confirms that we, or our organization, is not on any government sa |
| not on any government sanctions or restricted party lists of people and organiza | | nctions or restricted party lists of people and organizations that companies lik |
| tions that companies like Twilio are not allowed to do business with. | | e Twilio are not allowed to do business with. |
| If you or your end users become placed on any government sanctions or restricted | | If you or your end users become placed on any government sanctions or restricted |
| party lists, you will stop using our services and remove any end users’ access | | party lists, you will stop using our services and remove any end users’ access |
| to our services. | | to our services. |
| n | 5.2 Anti-Corruption and International Trade Laws. Each party (a) warrants that i | n | We also may suspend your account upon written notice if you do not comply with t |
| t will comply with all applicable anti-corruption, anti-money laundering, econom | | his Section 5.2. |
| ic and trade sanctions, export controls, and other international trade laws, reg | | |
| ulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws | | |
| ”) in the jurisdictions that apply directly or indirectly to the Services, inclu | | |
| ding, 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 Twilio | | |
| in writing of any actual or potential violation of Anti-Corruption and Trade Law | | |
| s in connection with the use of the Services and take all appropriate steps to r | | |
| emedy or resolve such violations, including any steps requested by Twilio. If ap | | |
| plicable, you represent that you have obtained, and warrant that you will contin | | |
| ue 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, als | | |
| o your End Users) is not on any government prohibited, denied, or unverified-par | | |
| ty, sanctions, debarment, or exclusion list or export-controlled related restric | | |
| ted party list (collectively, “Sanctions Lists”). You will immediately (i) disco | | |
| ntinue your use of the Services if you become placed on any Sanctions List and ( | | |
| ii) remove your End Users’ access to the Services if your End Users become place | | |
| d on any Sanctions List. You represent that you have not, and warrant that you w | | |
| ill not, export, re-export, or transfer the Services to an entity on any Sanctio | | |
| ns List without prior authorization from the applicable governmental authority. | | |
| Notwithstanding anything to the contrary in this Agreement, either party may ter | | |
| minate this Agreement immediately upon written notice to the other party if the | | |
| other party is in breach of its obligations in this Section 5.2. If your account | | |
| is blocked because it is operating in a country or region prohibited under this | | |
| Section 5.2, you will receive notice of your account being inoperable when you | | |
| attempt to log into your account in such prohibited country or region. | | |
| | | 5.2 Anti-Corruption and International Trade Laws. Each party (a) warrants that i |
| | | t will comply with all applicable anti-corruption, anti-money laundering, and in |
| | | ternational trade laws, including, without limitation, sanctions, export control |
| | | s, import, and anti-boycott laws, regulations, and governmental orders (collecti |
| | | vely, “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 authori |
| | | zed any payment or anything of value in violation of Anti-Corruption and Trade L |
| | | aws. You will promptly notify Twilio in writing of any actual or potential viola |
| | | tion of Anti-Corruption and Trade Laws in connection with the use of the Service |
| | | s and take all appropriate steps to remedy or resolve such violations, including |
| | | any steps requested by Twilio. If applicable, you represent that you have obtai |
| | | ned, and warrant that you will continue to obtain, all licenses or other authori |
| | | zations required to export, re-export, or transfer the Services. Each party repr |
| | | esents that it (and in your case, also your Affiliates and End Users) is not on |
| | | any applicable sanctions or export controls restricted party list, including, wi |
| | | thout limitation, the U.S. Office of Foreign Assets Controls, Specially Designat |
| | | ed Nationals List, and the U.S. Bureau of Industry and Security Entity List (col |
| | | lectively, “Restricted Party Lists”). You will immediately (i) discontinue your |
| | | use of the Services if you become placed on any Restricted Party List by designa |
| | | tion or ownership and (ii) remove your End Users’ access to the Services if your |
| | | End Users become placed on any Restricted Party List by designation or ownershi |
| | | p. If you breach this Section 5.2, Twilio may suspend your account upon written |
| | | notice. |
| You will only give us data for which you provided any required notices and recei | | You will only give us data for which you provided any required notices and recei |
| ved any required permissions, including in a manner as required by law or regula | | ved any required permissions, including in a manner as required by law or regula |
| tion. In addition, we will only use this data according to these terms and the t | | tion. In addition, we will only use this data according to these terms and the t |
| erms of our Data Protection Addendum. | | erms of our Data Protection Addendum. |
| 5.3 Consents and Permissions. You represent and warrant that you have provided, | | 5.3 Consents and Permissions. You represent and warrant that you have provided, |
| and will continue to provide, adequate notices, and that you have obtained, and | | and will continue to provide, adequate notices, and that you have obtained, and |
| will continue to obtain, the necessary permissions and consents required to enab | | will continue to obtain, the necessary permissions and consents required to enab |
| le Twilio to process all Customer Data to provide the Services or as permitted b | | le Twilio to process all Customer Data to provide the Services or as permitted b |
| y this Agreement and the Twilio Data Protection Addendum. | | y this Agreement and the Twilio Data Protection Addendum. |
| Our services will work the way we say they will in our published documentation o | | Our services will work the way we say they will in our published documentation o |
| n our website. | | n our website. |
| If we think our services infringe someone’s intellectual property rights, then, | | If we think our services infringe someone’s intellectual property rights, then, |
| in addition to fighting the fight as we talk about above, we will either obtain | | in addition to fighting the fight as we talk about above, we will either obtain |
| the rights for you to continue to use our services or modify our services, so th | | the rights for you to continue to use our services or modify our services, so th |
| ey do not infringe. If we cannot do either of these, we will terminate these ter | | ey do not infringe. If we cannot do either of these, we will terminate these ter |
| ms and refund you any prepaid and unused fees. | | ms and refund you any prepaid and unused fees. |
| 6.1.2 Infringement Options. If Twilio’s provision of the Services has become, or | | 6.1.2 Infringement Options. If Twilio’s provision of the Services has become, or |
| in Twilio’s opinion is likely to become, the subject of any Twilio Indemnifiabl | | in Twilio’s opinion is likely to become, the subject of any Twilio Indemnifiabl |
| e Claim for third-party intellectual property rights infringement or misappropri | | e Claim for third-party intellectual property rights infringement or misappropri |
| ation, Twilio may at its option and expense: (a) procure the right to continue t | | ation, Twilio may at its option and expense: (a) procure the right to continue t |
| o provide the Services as set forth herein; (b) modify the Services to make them | | o provide 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, | | non-infringing; or (c) if the foregoing options are not reasonably practicable, |
| terminate this Agreement, or, if applicable, terminate the Services that are th | | terminate this Agreement, or, if applicable, terminate the Services that are th |
| e subject of any Twilio Indemnifiable Claim for third-party intellectual propert | | e subject of any Twilio Indemnifiable Claim for third-party intellectual propert |
| y rights infringement or misappropriation, and refund you any unused pre-paid Fe | | y rights infringement or misappropriation, and refund you any unused pre-paid Fe |
| es. | | es. |
| In this Section 6.1.3, we describe situations where we do not have to indemnify | | In this Section 6.1.3, we describe situations where we do not have to indemnify |
| you, such as (a) your violation of these terms, (b) any claims brought against y | | you, such as (a) your violation of these terms, (b) any claims brought against y |
| ou by someone due to your use of our services in combination with other applicat | | ou by someone due to your use of our services in combination with other applicat |
| ions or services, or (c) your use of our services that are free of charge or our | | ions or services, or (c) your use of our services that are free of charge or our |
| beta offerings. | | beta offerings. |
| n | 6.1.3 Limitations. Twilio will have no liability or obligation under this Sectio | n | 6.1.3 Limitations. Twilio will have no liability or obligation under this Sectio |
| n 6.1 with respect to any Twilio Indemnifiable Claim arising out of (a) your use | | n 6.1 with respect to any Twilio Indemnifiable Claim arising out of (a) your use |
| of the Services in breach of this Agreement; (b) the combination, operation, or | | of the Services in breach of this Agreement; (b) the combination, operation, or |
| use of the Services with other applications, portions of applications, products | | use of the Services with other applications, portions of applications, products |
| , or services, including, without limitation, the Customer Services or Third Par | | , or services, including, without limitation, the Customer Services or Third-Par |
| ty Services, where the Services would not by themselves be infringing; or (c) Se | | ty Services, where the Services would not by themselves be infringing; or (c) Se |
| rvices for which there is no charge or Beta Offerings. | | rvices for which there is no charge or Beta Offerings. |
| Similar to above, you need to fight the fight if someone comes after us because | | Similar to above, you need to fight the fight if someone comes after us because |
| you or your end users breach your responsibilities in Section 2.2 (Customer Resp | | you or your end users breach your responsibilities in Section 2.2 (Customer Resp |
| onsibilities) or because of the software applications you develop or the product | | onsibilities) or because of the software applications you develop or the product |
| s and services you offer. | | s and services you offer. |
| 6.2 Indemnification by Customer. You will defend Twilio, its Affiliates, and eac | | 6.2 Indemnification by Customer. You will defend Twilio, its Affiliates, and eac |
| h of their directors, officers, and employees (collectively, “Twilio Indemnified | | h of their directors, officers, and employees (collectively, “Twilio Indemnified |
| Parties”) from and against any claim, demand, suit, or proceeding made or broug | | Parties”) from and against any claim, demand, suit, or proceeding made or broug |
| ht against a Twilio Indemnified Party by a third party alleging or arising out o | | ht against a Twilio Indemnified Party by a third party alleging or arising out o |
| f: (a) your or your End Users’ breach of Section 2.2 (Customer Responsibilities) | | f: (a) your or your End Users’ breach of Section 2.2 (Customer Responsibilities) |
| or (b) any Customer Services infringing or misappropriating such third party’s | | or (b) any Customer Services infringing or misappropriating such third party’s |
| intellectual property rights (collectively, “Customer Indemnifiable Claims”). Yo | | intellectual property rights (collectively, “Customer Indemnifiable Claims”). Yo |
| u will indemnify Twilio from any fines, penalties, damages, attorneys’ fees, and | | u will indemnify Twilio from any fines, penalties, damages, attorneys’ fees, and |
| costs awarded against a Twilio Indemnified Party or for settlement amounts that | | costs awarded against a Twilio Indemnified Party or for settlement amounts that |
| you approve for a Customer Indemnifiable Claim. | | you approve for a Customer Indemnifiable Claim. |
| This Section 6.3 outlines the indemnification process - how it works, what is re | | This Section 6.3 outlines the indemnification process - how it works, what is re |
| quired, etc. It applies to both of us equally. Please be sure to read it. | | quired, etc. It applies to both of us equally. Please be sure to read it. |
| These terms are governed by the law specified in the table below, depending on w | | These terms are governed by the law specified in the table below, depending on w |
| here your business entity is registered. | | here your business entity is registered. |
| If we go to court to resolve a dispute between us, then the courts specified in | | If we go to court to resolve a dispute between us, then the courts specified in |
| the table below, depending on where your business entity is registered, will be | | the table below, depending on where your business entity is registered, will be |
| responsible for resolving that dispute. | | responsible for resolving that dispute. |
| 9.6 Governing Law and Attorneys’ Fees. This Agreement will be governed by and in | | 9.6 Governing Law and Attorneys’ Fees. This Agreement will be governed by and in |
| terpreted according to the laws of the applicable state or country identified be | | terpreted according to the laws of the applicable state or country identified be |
| low without regard to conflicts of laws and principles that would cause the appl | | low without regard to conflicts of laws and principles that would cause the appl |
| ication of the laws of another jurisdiction. This Agreement will not be governed | | ication of the laws of another jurisdiction. This Agreement will not be governed |
| by the United Nations Convention on Contracts for the International Sale of Goo | | by the United Nations Convention on Contracts for the International Sale of Goo |
| ds. Except as provided in Section 9.7 (Dispute Resolution), any legal suit, acti | | ds. Except as provided in Section 9.7 (Dispute Resolution), any legal suit, acti |
| on, or proceeding arising out of or relating to this Agreement or the Services w | | on, or proceeding arising out of or relating to this Agreement or the Services w |
| ill be instituted in the applicable courts identified below and the parties here | | ill be instituted in the applicable courts identified below and the parties here |
| by consent to the personal jurisdiction of these courts. In the event of any adj | | by consent to the personal jurisdiction of these courts. In the event of any adj |
| udication of any dispute under this Agreement, the prevailing party in such lega | | udication of any dispute under this Agreement, the prevailing party in such lega |
| l suit, action, or proceeding will be entitled to reimbursement of its attorneys | | l suit, action, or proceeding will be entitled to reimbursement of its attorneys |
| ’ fees and related costs by the non-prevailing party. | | ’ fees and related costs by the non-prevailing party. |
| n | If you are domiciled in: | n | If you are domiciled or registered in: |
| Governing law: | | Governing law: |
| Courts with personal jurisdiction: | | Courts with personal jurisdiction: |
| n | Any country outside of the (a) European Economic Area and its regions and territ | n | Any country outside of the (a) European Economic Area and its regions and territ |
| ories, the United Kingdom, Switzerland, Andorra, Vatican City, Monaco, and Turke | | ories, the United Kingdom, Switzerland, Andorra, Vatican City, Monaco, and Turke |
| y and (b) Asia-Pacific region, other than Brazil and Japan | | y and (b) Asia-Pacific region, other than Brazil, Mexico, and Japan |
| State of California | | State of California |
| State or federal courts of San Francisco, California, United States of America | | 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 | | Any country within the European Economic Area or its regions or territories, the |
| United Kingdom, Switzerland, Andorra, Vatican City, Monaco, or Turkey | | United Kingdom, Switzerland, Andorra, Vatican City, Monaco, or Turkey |
| Japan (including its procedural rules) | | Japan (including its procedural rules) |
| Tokyo District Court | | Tokyo District Court |
| If there is a dispute (except for intellectual property disputes) between us, ea | | If there is a dispute (except for intellectual property disputes) between us, ea |
| ch of us will escalate the dispute internally to see if we can resolve it. If we | | ch of us will escalate the dispute internally to see if we can resolve it. If we |
| cannot, each of us agrees to resolve the dispute through binding arbitration. | | cannot, each of us agrees to resolve the dispute through binding arbitration. |
| n | 9.7 Dispute Resolution. In the event of any dispute, claim, or controversy in co | n | 9.7 Dispute Resolution. In the event of any dispute, claim, or controversy in co |
| nnection with this Agreement (other than for disputes, claims, or controversies | | nnection with this Agreement (other than for disputes, claims, or controversies |
| relating to the intellectual property of a party) (collectively, “Disputes”), ea | | relating to the intellectual property of a party) (collectively, “Disputes”), ea |
| ch party’s senior representatives will, in good faith, attempt to resolve a Disp | | ch party’s senior representatives will, in good faith, attempt to resolve a Disp |
| ute. If the parties are unable to resolve a Dispute within thirty (30) days or w | | ute. If the parties are unable to resolve a Dispute within thirty (30) days or w |
| ithin such other time period as the parties may agree in writing, then the parti | | ithin such other time period as the parties may agree in writing, then the parti |
| es may commence binding arbitration under JAMS’ Comprehensive Arbitration Rules | | es may commence binding arbitration under JAMS’ Comprehensive Arbitration Rules |
| and Procedures. The parties will share equally the fees and expenses of the JAMS | | and Procedures. The parties will share equally the fees and expenses of the JAMS |
| arbitrator. The arbitration will be conducted by a sole arbitrator mutually agr | | arbitrator. The arbitration will be conducted by a sole arbitrator mutually agr |
| eed to between the parties or, failing that, by JAMS under its then prevailing r | | eed to between the parties or, failing that, by JAMS under its then prevailing r |
| ules. Judgment on the award rendered by the arbitrator may be entered in any cou | | ules. Judgment on the award rendered by the arbitrator may be entered in any cou |
| rt of competent jurisdiction. The arbitrator will have the authority to grant sp | | rt of competent jurisdiction. The arbitrator will have the authority to grant sp |
| ecific performance or any other equitable or legal remedy, including provisional | | ecific performance or any other equitable or legal remedy, including provisional |
| remedies. Each party will be responsible for its own incurred expenses arising | | remedies. Each party will be responsible for its own incurred expenses arising |
| out of any dispute resolution procedure. Any arbitration proceedings will take p | | out of any dispute resolution procedure. Any arbitration proceedings will take p |
| lace in the English language in (a) San Francisco, California, if you are domici | | lace in the English language in (a) San Francisco, California, if you are domici |
| led in any country outside of the (i) European Economic Area and its regions and | | led or registered in any country outside of the (i) European Economic Area and i |
| territories, the United Kingdom, Switzerland, Andorra, Vatican City, Monaco, an | | ts regions and territories, the United Kingdom, Switzerland, Andorra, Vatican Ci |
| d Turkey and (ii) Asia-Pacific region; (b) London, England, if you are domiciled | | ty, Monaco, and Turkey; (ii) Asia-Pacific region; and (iii) Mexico; (b) London, |
| in any country within the European Economic Area or its regions or territories, | | England, if you are domiciled or registered in any country within the European E |
| the United Kingdom, Switzerland, Andorra, Vatican City, Monaco, or Turkey; or ( | | conomic Area or its regions or territories, the United Kingdom, Switzerland, And |
| c) Singapore, if you are domiciled in any country within the Asia-Pacific region | | orra, Vatican City, Monaco, or Turkey; (c) Singapore, if you are domiciled or re |
| . | | gistered in any country within the Asia-Pacific region; or (d) Mexico City, Mexi |
| | | co if you are domiciled or registered in Mexico. |
| If neither of us can carry out our obligations under these terms because somethi | | If neither of us can carry out our obligations under these terms because somethi |
| ng crazy happens beyond either of our control (think earthquake, massive power o | | ng crazy happens beyond either of our control (think earthquake, massive power o |
| utage, war), then that does not count as a violation of these terms. | | utage, war), then that does not count as a violation of these terms. |
| 9.8 Force Majeure. No failure, delay, or default in performance of any obligatio | | 9.8 Force Majeure. No failure, delay, or default in performance of any obligatio |
| n of a party will constitute an event of default or breach of this Agreement to | | n of a party will constitute an event of default or breach of this Agreement to |
| the extent that such failure to perform, delay, or default arises out of a cause | | 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 | | , existing or future, that is beyond the control and without negligence of such |
| party, including action or inaction of governmental, civil or military authority | | party, including action or inaction of governmental, civil or military authority |
| , fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot | | , fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot |
| , theft, earthquake, or other natural disaster (collectively, “Force Majeure Eve | | , theft, earthquake, or other natural disaster (collectively, “Force Majeure Eve |
| nts”). The party affected by a Force Majeure Event will take all reasonable acti | | nts”). The party affected by a Force Majeure Event will take all reasonable acti |
| ons to minimize the consequences of any such event. | | ons to minimize the consequences of any such event. |
| If neither of us enforces any part of these terms, that does not mean that we ca | | If neither of us enforces any part of these terms, that does not mean that we ca |
| nnot enforce that part now or in the future. | | nnot enforce that part now or in the future. |
| 10.1.10 Code of Federal Regulations. As applicable, Twilio agrees to comply with | | 10.1.10 Code of Federal Regulations. As applicable, Twilio agrees to comply with |
| the clauses included under 48 C.F.R. § 52.244-6 Subcontracts for Commercial Pro | | the clauses included under 48 C.F.R. § 52.244-6 Subcontracts for Commercial Pro |
| ducts and Commercial Services, and all applicable equal opportunity laws includi | | ducts and Commercial Services, and all applicable equal opportunity laws includi |
| ng the provisions of Section 402 of the Vietnam Era Veterans Readjustment Assist | | ng the provisions of Section 402 of the Vietnam Era Veterans Readjustment Assist |
| ance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 197 | | ance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 197 |
| 3, as amended, and the regulations at 41 C.F.R. §§ 60-250 and 60-741 et seq., wh | | 3, as amended, and the regulations at 41 C.F.R. §§ 60-250 and 60-741 et seq., wh |
| ich prohibit discrimination against and require affirmative action to employ and | | ich prohibit discrimination against and require affirmative action to employ and |
| advance in employment based on their status as protected veterans or individual | | advance in employment based on their status as protected veterans or individual |
| s with disabilities, and Executive Order 13496 (29 CFR Part 471, Appendix A to S | | s with disabilities, and Executive Order 13496 (29 CFR Part 471, Appendix A to S |
| ubpart A), which requires notice to employee right under federal labor laws. The | | ubpart A), which requires notice to employee right under federal labor laws. The |
| se requirements are incorporated by reference into this Agreement. | | se requirements are incorporated by reference into this Agreement. |
| 10.1.11 Commercial Items. The Services are “Commercially available off-the-shelf | | 10.1.11 Commercial Items. The Services are “Commercially available off-the-shelf |
| (COTS) items”, consisting of “Commercial Products(s),” “Commercial Computer Sof | | (COTS) items”, consisting of “Commercial Products(s),” “Commercial Computer Sof |
| tware” and “Commercial Computer Software Documentation,” as such terms are used | | tware” and “Commercial Computer Software Documentation,” as such terms are used |
| in 48 C.F.R. § 2.101. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. §§ 227.720 | | in 48 C.F.R. § 2.101. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. §§ 227.720 |
| 2-1-227.7202-4, as applicable, the Commercial Computer Software and Commercial C | | 2-1-227.7202-4, as applicable, the Commercial Computer Software and Commercial C |
| omputer Software Documentation are being provided (a) only as Commercial Items a | | omputer Software Documentation are being provided (a) only as Commercial Items a |
| nd (b) with only those rights as are granted to all other Twilio customers. Unpu | | nd (b) with only those rights as are granted to all other Twilio customers. Unpu |
| blished-rights are reserved under the copyright laws of the United States. | | blished-rights are reserved under the copyright laws of the United States. |
| 10.1.12 Conflict. In the event of any conflict between this Section 10.1 and any | | 10.1.12 Conflict. In the event of any conflict between this Section 10.1 and any |
| other terms of this Agreement, this Section 10.1 will prevail. | | other terms of this Agreement, this Section 10.1 will prevail. |
| n | | n | If you are domiciled or registered in the EEA, the EU Data Act Rights Requiremen |
| | | ts apply to you. |
| | | 10.2 EU Data Act. If you are domiciled or registered in a member state of the Eu |
| | | ropean Economic Area, you agree you have read and accept the EU Data Act Rights |
| | | Requirements available at https://www.twilio.com/en-us/legal/service-country-spe |
| | | cific-terms/eu-data-act. |
| If you are a microenterprise, small enterprise, or a not for profit organisation | | If you are a microenterprise, small enterprise, or a not for profit organisation |
| and use our services within the EEA or U.K., these terms apply to you. | | and use our services within the EEA or U.K., these European Electronic Communic |
| | | ations Code Notice and Rights Waiver apply to you. |
| 10.2 European Electronic Communications Code. If you are a microenterprise, smal | | 10.3 European Electronic Communications Code. If you are a microenterprise, smal |
| l enterprise, or not for profit organisation, and Twilio provides you the Servic | | l enterprise, or not for profit organisation, and Twilio provides you the Servic |
| es within the European Economic Area or United Kingdom, you agree you have read | | es within the European Economic Area or United Kingdom, you agree you have read |
| and accept the European Electronic Communications Code Rights Waiver available a | | and accept the European Electronic Communications Code Notice and Rights Waiver |
| t https://www.twilio.com/legal/service-country-specific-terms/eu-eecc-waiver. | | available at https://www.twilio.com/legal/service-country-specific-terms/eu-eecc |
| | | -waiver. |
| If your business entity is registered in Brazil, these terms apply to you. | | If you are domiciled or registered in Brazil, this Section 10.4 applies to you. |
| 10.3 Brazil. If you are domiciled in Brazil, the following terms apply: | | 10.4 Brazil. If you are domiciled or registered in Brazil, the following terms a |
| | | pply: |
| 10.3.1 Dispute Resolution. Section 9.7 (Dispute Resolution) of this Agreement is | | 10.4.1 Dispute Resolution. Section 9.7 (Dispute Resolution) of this Agreement is |
| hereby deleted in its entirety and replaced with the following: | | hereby deleted in its entirety and replaced with the following: |
| In the event of a dispute, claim, or controversy arising out of or in connection | | In the event of a dispute, claim, or controversy arising out of or in connection |
| with this Agreement or the breach, termination, enforcement, interpretation, or | | with this Agreement or the breach, termination, enforcement, interpretation, or |
| validity thereof (collectively, “Disputes”), each party’s senior representative | | validity thereof (collectively, “Disputes”), each party’s senior representative |
| s will engage in good faith negotiations with the other party’s senior represent | | s will engage in good faith negotiations with the other party’s senior represent |
| atives to amicably resolve a Dispute. If the parties are unable to resolve a Dis | | atives to amicably resolve a Dispute. If the parties are unable to resolve a Dis |
| pute within thirty (30) days after the first request to engage in good faith neg | | pute within thirty (30) days after the first request to engage in good faith neg |
| otiations or within such other time period as the parties may agree to in writin | | otiations or within such other time period as the parties may agree to in writin |
| g, then either party may commence (a) litigation proceedings if the amounts bein | | g, then either party may commence (a) litigation proceedings if the amounts bein |
| g sought are less than two hundred thousand dollars ($200,000 USD) or (b) bindin | | g sought are less than two hundred thousand dollars ($200,000 USD) or (b) bindin |
| g arbitration under the Rules of CAM-CCBC if the amounts being sought are greate | | g arbitration under the Rules of CAM-CCBC if the amounts being sought are greate |
| r than or equal to two hundred thousand dollars ($200,000 USD). To the extent a | | r than or equal to two hundred thousand dollars ($200,000 USD). To the extent a |
| Dispute is submitted for arbitration, the parties will share equally the fees an | | Dispute is submitted for arbitration, the parties will share equally the fees an |
| d expenses of the CAM-CCBC arbitrator. The arbitration will be conducted by a so | | d expenses of the CAM-CCBC arbitrator. The arbitration will be conducted by a so |
| le arbitrator chosen by the mutual agreement of the parties or, failing that, by | | le arbitrator chosen by the mutual agreement of the parties or, failing that, by |
| CAM-CCBC under its then prevailing rules. Judgment on the award rendered by the | | CAM-CCBC under its then prevailing rules. Judgment on the award rendered by the |
| arbitrator may be entered in any court of competent jurisdiction. The arbitrato | | arbitrator may be entered in any court of competent jurisdiction. The arbitrato |
| r will have the authority to grant specific performance or any other equitable o | | r will have the authority to grant specific performance or any other equitable o |
| r legal remedy, including provisional remedies. Each party will be responsible f | | r legal remedy, including provisional remedies. Each party will be responsible f |
| or its own incurred expenses arising out of any dispute resolution procedure. An | | or its own incurred expenses arising out of any dispute resolution procedure. An |
| y arbitration proceedings will take place in the English language in the City an | | y arbitration proceedings will take place in the English language in the City an |
| d State of São Paulo, Brazil. | | d State of São Paulo, Brazil. |
| n | If your business entity is registered in Japan, these terms apply to you. | n | If you are domiciled or registered in Japan, this Section 10.5 applies to you. |
| 10.4 Japan. If you are domiciled in Japan, the following terms apply: | | 10.5 Japan. If you are domiciled or registered in Japan, the following terms app |
| | | ly: |
| 10.4.1 Intended Use. The Services are intended for business use by corporate or | | 10.5.1 Intended Use. The Services are intended for business use by corporate or |
| business entities, and you agree that you will not use the Services for any pers | | business entities, and you agree that you will not use the Services for any pers |
| onal or individual use. | | onal or individual use. |
| 10.4.2 Required Information and Verification Process. Depending on the Services | | 10.5.2 Required Information and Verification Process. Depending on the Services |
| you use, you may be required to submit copies of government-issued ID documents | | you use, you may be required to submit copies of government-issued ID documents |
| to Twilio and/or complete verification processes (e.g., via post) as required un | | to Twilio and/or complete verification processes (e.g., via post) as required un |
| der applicable law or regulation, including, without limitation, the Act on Prev | | der applicable law or regulation, including, without limitation, the Act on Prev |
| ention of Transfer of Criminal Proceeds and the Telecommunications Business Act. | | ention of Transfer of Criminal Proceeds and the Telecommunications Business Act. |
| 10.4.3 Taxes and Communications Surcharges. Taxes, as defined in Section 3.2.1 ( | | 10.5.3 Taxes and Communications Surcharges. Taxes, as defined in Section 3.2.1 ( |
| Taxes) of this Agreement, will include Japanese consumption tax. The universal s | | Taxes) of this Agreement, will include Japanese consumption tax. The universal s |
| ervice fee and the telephone relay service fee charged by telecommunication prov | | ervice fee and the telephone relay service fee charged by telecommunication prov |
| iders (e.g., carriers) will be borne by you as part of the Communications Surcha | | iders (e.g., carriers) will be borne by you as part of the Communications Surcha |
| rges set forth in Section 3.2.2 (Communications Surcharges) of this Agreement. | | rges set forth in Section 3.2.2 (Communications Surcharges) of this Agreement. |
| 10.4.4 Currency. All Fees are payable in Japanese Yen, except as otherwise set f | | 10.5.4 Currency. All Fees are payable in Japanese Yen, except as otherwise set f |
| orth in writing, including in an applicable Order Form(s) or an invoice to the e | | orth in writing, including in an applicable Order Form(s) or an invoice to the e |
| xtent you procure the Services without an Order Form. | | xtent you procure the Services without an Order Form. |
| 10.4.5 Intellectual Property Rights. Any intellectual property rights vested by | | 10.5.5 Intellectual Property Rights. Any intellectual property rights vested by |
| Twilio under this Agreement will include the rights set forth in Article 27 (Rig | | Twilio under this Agreement will include the rights set forth in Article 27 (Rig |
| ht of Adaptation) and 28 (Original Author’s Right in Derivative Works) of the Co | | ht of Adaptation) and 28 (Original Author’s Right in Derivative Works) of the Co |
| pyright Act of Japan, Act No. 48 of May 6, 1970. Further, you agree not to exerc | | pyright Act of Japan, Act No. 48 of May 6, 1970. Further, you agree not to exerc |
| ise against Twilio, or any other third parties designated by Twilio, any moral r | | ise against Twilio, or any other third parties designated by Twilio, any moral r |
| ights you may have in any contents, including, without limitation, the feedback | | ights you may have in any contents, including, without limitation, the feedback |
| or suggestions you or your End Users provide regarding the Services that Twilio | | or suggestions you or your End Users provide regarding the Services that Twilio |
| is entitled to exploit under this Agreement. | | is entitled to exploit under this Agreement. |
| 10.4.6 Anti-Social Forces. Each party represents and warrants that it (a) is not | | 10.5.6 Anti-Social Forces. Each party represents and warrants that it (a) is not |
| an anti-social force (meaning here and hereinafter, gangsters, right-wing group | | an anti-social force (meaning here and hereinafter, gangsters, right-wing group |
| s, anti-social forces, and others equivalent thereto) and (b) does not have any | | s, anti-social forces, and others equivalent thereto) and (b) does not have any |
| exchange or involvement with anti-social forces, such as cooperation or involvem | | exchange or involvement with anti-social forces, such as cooperation or involvem |
| ent in the maintenance, operation, or management of anti-social forces, through | | ent in the maintenance, operation, or management of anti-social forces, through |
| funding, or other means. | | funding, or other means. |
| 10.4.7 Dispute Resolution. Section 9.7 (Dispute Resolution) of this Agreement is | | 10.5.7 Dispute Resolution. Section 9.7 (Dispute Resolution) of this Agreement is |
| hereby deleted in its entirety and replaced with the following: | | hereby deleted in its entirety and replaced with the following: |
| In the event of a dispute, claim, or controversy arising out of or in connection | | In the event of a dispute, claim, or controversy arising out of or in connection |
| with this Agreement or the breach, termination, enforcement, interpretation, or | | with this Agreement or the breach, termination, enforcement, interpretation, or |
| validity thereof (other than for disputes, claims, or controversies related to | | validity thereof (other than for disputes, claims, or controversies related to |
| the intellectual property of a party) (collectively, “Disputes”), each party’s s | | the intellectual property of a party) (collectively, “Disputes”), each party’s s |
| enior representatives will engage in good faith negotiations with the other part | | enior representatives will engage in good faith negotiations with the other part |
| y’s senior representatives to amicably resolve a Dispute. If the parties are una | | y’s senior representatives to amicably resolve a Dispute. If the parties are una |
| ble to resolve a Dispute within thirty (30) days after the first request to enga | | ble to resolve a Dispute within thirty (30) days after the first request to enga |
| ge in good faith negotiations or within such other time period as the parties ma | | ge in good faith negotiations or within such other time period as the parties ma |
| y agree to in writing, then either party may seek relief as set forth in Section | | y agree to in writing, then either party may seek relief as set forth in Section |
| 9.6 (Governing Law and Attorneys’ Fees). | | 9.6 (Governing Law and Attorneys’ Fees). |
| n | 10.4.8 Conflict. In the event of any conflict between this Section 10.4 and any | n | 10.5.8 Conflict. In the event of any conflict between this Section 10.5 and any |
| other terms of this Agreement, this Section 10.4 will prevail. | | other terms of this Agreement, this Section 10.5 will prevail. |
| If you are joining or participating in any of Twilio's partner programs, these t | | If you are joining or participating in any of Twilio's partner programs, these t |
| erms apply to you. | | erms apply to you. |
| t | 10.5 Partner Programs. If you are joining or participating in any Twilio partner | t | 10.6 Partner Programs. If you are joining or participating in any Twilio partner |
| program (each, a “Partner Program”), the following terms apply: | | program (each, a “Partner Program”), the following terms apply: |
| 10.5.1 Partner Program Acceptance Conditions. Your acceptance into the applicabl | | 10.6.1 Partner Program Acceptance Conditions. Your acceptance into the applicabl |
| e Partner Program is conditioned on (a) Twilio’s approval of your completed appl | | e Partner Program is conditioned on (a) Twilio’s approval of your completed appl |
| ication to join such applicable Partner Program, if applicable; (b) your satisfa | | ication to join such applicable Partner Program, if applicable; (b) your satisfa |
| ction of all Partner Program acceptance qualifications and requirements that are | | ction of all Partner Program acceptance qualifications and requirements that are |
| communicated to you in writing by Twilio; and (c) your acceptance and complianc | | communicated to you in writing by Twilio; and (c) your acceptance and complianc |
| e with the terms of this Agreement. | | e with the terms of this Agreement. |
| 10.5.2 Partner Program Guides and Policies. You will comply with the applicable | | 10.6.2 Partner Program Guides and Policies. You will comply with the applicable |
| Partner Program guides and policies available at https://www.twilio.com/legal/pa | | Partner Program guides and policies available at https://www.twilio.com/legal/pa |
| rtner-program-policies. | | rtner-program-policies. |
| 10.5.3 Publicity Restrictions. Neither party will issue any press releases or pu | | 10.6.3 Publicity Restrictions. Neither party will issue any press releases or pu |
| blic announcements in connection with your participation in the applicable Partn | | blic announcements in connection with your participation in the applicable Partn |
| er Program without the other party’s prior written consent. | | er Program without the other party’s prior written consent. |
| 10.5.4 Partner Program Removal. Twilio may, for any reason or no reason, remove | | 10.6.4 Partner Program Removal. Twilio may, for any reason or no reason, remove |
| you from the applicable Partner Program, or your access to the applicable Partne | | you from the applicable Partner Program, or your access to the applicable Partne |
| r Program account portal, upon thirty (30) days prior written notice to you. | | r Program account portal, upon thirty (30) days prior written notice to you. |
| 10.5.5 Conflict. In the event of any conflict between this Section 10.5 and any | | 10.6.5 Conflict. In the event of any conflict between this Section 10.6 and any |
| other terms of this Agreement, this Section 10.5 will prevail. | | other terms of this Agreement, this Section 10.6 will prevail. |
| Twilio | | Twilio |
| Twilio | | Twilio |
| Twilio careers | | Twilio careers |