Twilio's total financial responsibility to you is capped at whatever you paid them in the twelve months before your claim, no matter how large your actual losses are.
This analysis describes what Segment's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
The terms assert that Twilio's maximum financial exposure is limited to twelve months of fees paid, regardless of the actual magnitude of harm suffered by the customer, which may be significantly lower than downstream business losses.
The updated terms establish a binding arbitration requirement for users domiciled or registered in Mexico, replacing prior dispute resolution procedures. Under the revised Section 10.5, Mexico-domiciled users must first engage in good faith negotiations with Segment for up to 30 days, and if unresolved, disputes proceed to binding arbitration administered by the Centro de Arbitraje de México (CAM) in Mexico City before a sole arbitrator, with both parties splitting arbitration costs. Additionally, the agreement now explicitly carves out Mexico's Federal Consumer Protection Law (Ley Federal de Protección al Consumidor), stating it does not apply to this commercial agreement. Mexico users also face a new obligation to comply with anti-money laundering and anti-corruption requirements under applicable Mexican law.
View change record →Segment's updated terms now apply Japan-specific dispute resolution, verification, and tax requirements to customers domiciled or registered in Japan. The agreement now states that arbitration proceedings for Japanese customers will take place in Mexico City, Japan (implied Tokyo venue under the new Japan section), conducted in English. Japanese customers may be required to submit government-issued ID documents and complete verification processes as required under applicable Japanese law, including the Act on Prevention of Transfer of Criminal Proceeds and the Telecommunications Business Act. All fees are payable in Japanese Yen, and taxes will include Japanese consumption tax. Intellectual property rights now incorporate Japanese Copyright Act provisions. You can review the specific verification requirements by contacting Segment or reviewing the applicable service section.
View change record →Business customers whose operations depend on Twilio's services accept that any damages recoverable from Twilio are capped at prior fees paid, not actual losses incurred from service failures or breaches.
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You will remain responsible for any amounts you fail to pay in connection with your subscription, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.
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"IN NO EVENT WILL TWILIO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.— Excerpt from Segment's Segment Terms of Service
(1) REGULATORY LANDSCAPE: Limitation of liability clauses engage general contract law principles and may be subject to scrutiny under consumer protection statutes in certain jurisdictions. In the EU, such clauses may be unenforceable against consumers under the Unfair Contract Terms Directive; enforcement authority in the EU rests with national consumer protection agencies. In the US, the FTC may evaluate whether such terms constitute unfair or deceptive practices in consumer contexts. (2) GOVERNANCE EXPOSURE: Medium. The twelve-month fee cap may be substantially lower than actual business losses for enterprise customers using Twilio as critical infrastructure; this creates material risk concentration that procurement teams should assess against the value of services delivered. (3) JURISDICTION FLAGS: In certain EU member states and under UK consumer contract regulations, liability caps may be limited or unenforceable when they exclude liability for personal injury, fraud, or gross negligence. California and other US states may impose restrictions on liability waivers in certain commercial contexts. (4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should negotiate whether the twelve-month cap is appropriate given contract value and operational dependency. Enterprise contracts may allow for negotiated liability floors. This clause asserts a significant liability shift that may face challenge in jurisdictions with mandatory minimum protections. (5) COMPLIANCE CONSIDERATIONS: Legal teams should assess whether the liability cap is consistent with the organization's risk management policies and whether cyber insurance or other risk transfer mechanisms are necessary to address the gap between capped recovery and potential actual losses.
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The terms assert that Twilio's maximum financial exposure is limited to twelve months of fees paid, regardless of the actual magnitude of harm suffered by the customer, which may be significantly lower than downstream business losses.
Business customers whose operations depend on Twilio's services accept that any damages recoverable from Twilio are capped at prior fees paid, not actual losses incurred from service failures or breaches.
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