Twilio CodeExchange Community Program Agreement

This CodeExchange Community Program Agreement (this “Agreement”) sets forth the terms of use of hyperlinks (“links”) to your website and/or software and your related trademarks between Twilio Inc., a Delaware corporation located at 375 Beale St., Suite 300, San Francisco, CA 94105 (“Twilio”) and you. This Agreement governs your participation in Twilio’s CodeExchange Community Program. By clicking “I Accept”, you are confirming that you understand this Agreement, and that you accept all of its terms and conditions. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the entity to this Agreement, in which case “you” will mean the entity you represent.

In consideration of the mutual promises and obligations herein, along with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. LICENSE. You grant to Twilio and their affiliates a non-exclusive, worldwide, perpetual, fully paid up, royalty-free, sublicensable, transferable license to (1) hyperlink to your website and/or software from Twilio’s CodeExchange website, and (b) use and display your photo, likeness, and your trademarks related to the your software as part of Twilio’s CodeExchange website.

2. CODEEXCHANGE WEBSITE. Twilio reserves the right to alter, modify, or discontinue the Twilio CodeExchange website, at its sole discretion, including but not limited to displaying your link and related trademarks to your software. You may be required to provide contact information about yourself as part of the registration process for CodeExchange. You agree that the links to your website and/or software and any contact information you give to Twilio will always be accurate, correct and up to date. You agree to provide 30 days written notice if the link and/or domain name for your website or software change or expire or if you remove your website and/or software.

3. TWILIO TRADEMARKS. Unless expressly authorized, you may not use any Twilio trademarks in any manner that implies Twilio sponsorship or endorsement of your company, project or software.

4. REPRESENTATIONS AND WARRANTIES. You represent and warrant that your website and software:

1. do not and will not violate any applicable law;
2. do not and will not contain or have links to sites containing pornography or recreational drug-related paraphernalia;
3. do not and will not disparage or make negative references to Twilio;
4. do not and will not contain any false, misleading, fraudulent, abusive or libelous content;
5. do not and will not violate any intellectual property rights or any other rights of any third party; and
6. do not and will not contain any security vulnerabilities or any program, routine, device or other undisclosed feature, including without limitation, a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door, or other harmful device which is designed to delete, disable, deactivate, provide unauthorized access, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications.

5.   DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.

5.1 TWILIO PROVIDES THE CODEEXCHANGE WEBSITE “AS IS” AND DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.2 DIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL TWILIO BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES.

5.3 INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL TWILIO BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF TWILIO HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

THE PROVISIONS OF THIS SECTION 5 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.

6. INDEMNIFICATION. You agree to indemnify, hold harmless, and defend Twilio from and against any claims or lawsuits, and any losses, liabilities, damages, costs and expenses (including attorneys' fees), arising from your website, software or your related trademarks or breach of your representations and warranties. Twilio will give you prompt written notice of any such claim, tender to you the defense or settlement of such a claim at your expense, and cooperate with you, at your expense, in defending or settling such claim.

7. TERM AND TERMINATION. This Agreement is effective until terminated by mutual agreement, unless otherwise terminated sooner in accordance with this Section. Twilio has the right to terminate this Agreement immediately. You have the right to terminate this Agreement upon thirty (30) days’ prior written notice to Twilio. Twilio agrees, upon termination or such written notice from you, to delete the hyperlink to your website and/or software and to immediately discontinue any use of your related trademarks. Upon termination, Sections 3, 5, 6, 8 and 9 will survive.

8. CHOICE OF LAW. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of California, without giving effect to its choice of law provisions. The courts located in the City and County of San Francisco, California shall have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction, the United Nations Convention on Contracts for the International Sale of Goods, or the Uniform Computer Information Transactions Act, the application of any of which is expressly excluded.

9. This Agreement is the complete and exclusive statement of your agreement with Twilio, which supersedes any prior agreement, oral or written, between you and Twilio with respect to your website, software, trademarks, and CodeExchange. No variation of the terms of this Agreement will be enforceable against a party unless such party gives its express consent, in writing signed by an officer of such party. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.