Terms of Service
1. Acceptance of Terms. By using the Service, you agree to these Terms. We may change the Terms at any time by posting the revised Terms on this page and/or sending a notification to you through the Twilio, Inc. (“Twilio”) account portal or your email address. Your continued use of the Service constitutes your acceptance of any revisions to the Terms.
2. Use of the Service. Subject to your continued compliance with these Terms, we grant to you a limited, non-sublicensable, non-transferable, non-exclusive, revocable, restricted license during the Term to access and use the Service, including all enhancements, updates and modifications, during the Term, to incorporate the Service with your services and products.
3. Term and Termination. The "Term" is the time during which you are entitled to use the Service. The Term begins on the date that you commence use of the Service and continues until your use of the Service terminates. We may terminate your use of the Service at any time with or without cause and with or without notice.
4. Representations and Warranties. You represent and warrant that:
· you are at least 18 years of age;
· you have all necessary rights and authority to enter into and perform fully this Agreement;
· you are using the Service for your personal use or If you are using the Services on behalf of an organization, you are agree that you have the authority to bind your organization to these Terms;
· your use of the Service does not violate these Terms, will not violate any rights of or cause injury to any person or entity, and will not violate any applicable laws or regulations; and
· your use of the Service complies with Twilio’s Terms of Service and Acceptable Use Policy, which are available here: http://www.twilio.com/legal/.
5. Restrictions. You may use the Service solely in compliance with these Terms and you may not:
· share, transfer, resell, rent, distribute, license, or otherwise make the Services available except as expressly set forth herein;
· attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services or the data contained therein;
· send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs via the Services or use the Service in any way which is harmful or malicious to us or any third party or is in violation of any applicable law
· adapt, modify, translate, copy, disassemble, decompile, reverse engineer, create derivative works of or make any other attempt by any means to discover or obtain the source code or other proprietary information related to the Service;
· use the Service or in way prohibited under these Terms
6. Fees. You agree to pay the usage fees set forth in your Twilio “Rate Schedule” (which is either Twilio’s standard schedule of fees, as may be updated from time to time, and/or any other order forms for their Services ordered by you and accepted in writing by Twilio). In addition, you agree to pay any applicable support fees in connection with your order of any support services pursuant to Twilio’s Support Terms.
7. SLAs. We shall have no obligation to provide support or maintenance for the Service under this Agreement. However, we may, at our sole discretion, provide limited technical support, upgrades and updates for the Service.
8. Ownership of Service. The Service is licensed, not sold, by Payfone to you. We own and retain all rights, including all intellectual property rights in and to the Service and, except as expressly authorized under these Terms, does not grant you any license to use, copy, or distribute the Service. You have the right to access the Service in accordance with the Terms. You may not use the Service name, trademarks or other commercial symbols in any way. We retain all rights not expressly granted to you under these Terms. Notwithstanding the foregoing, any ideas, suggestions, guidance or recommendations you provide relating to the Service shall be collectively deemed “Feedback.” We will own all Feedback and are free to incorporate and use such Feedback in our product(s) without payment of royalties or other consideration to you, so long as our use of the Feedback does not infringe on your intellectual property.
9. Warranties. THE SERVICE PROVIDED BY PAYFONE TO YOU HEREUNDER IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, PAYFONE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY INFORMATION, MATERIALS, SOFTWARE, TECHNOLOGY ANDSERVICES PROVIDED UNDER THESE TERMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF REASONABLE CARE OR WORKMANLIKE EFFORT, OF NON INFRINGEMENT, OF RESULTS, OF LACK OF NEGLIGENCE, OF A LACK OF VIRUSES OR ERRORS, AVAILABILITY, TIMELINESS, OR OF ACCURACY OR COMPLETENESS OF RESPONSES.
10. Indemnity. You agree to indemnify, defend and hold Payfone and its directors, officers and employees harmless from any actual or threatened third party claims, damages, loss or proceeding, including attorney fees, (“Claims”) relating to your activities under these Terms from:
· your breach of any of your Representations and Warranties ;
· your violation of any term or condition of these Terms;
· your violation of any applicable law or regulation;
· any claim that your use of the Service violates or misappropriates the intellectual property rights of any third party; or
· your negligence or willful misconduct.
We will give you notice of Claims, give you primary control of the defense of Claims (with counsel reasonably satisfactory to us), and will provide to you, at your cost, all reasonably requested assistance in connection with the defense. We reserve the right, to retain our own counsel, at our discretion, in connection with any Claim made hereunder and you will pay for all reasonable fees and expenses incurred from such separate representation. You will not enter into or agree to any settlement without our legal department’s prior written consent. You will not admit liability on behalf of us and we will under no circumstances be required to admit liability. You will also be liable to us for any costs and attorneys’ fees we incur to successfully establish or enforce our right to indemnification under this Section 10.
11. Limitation of Liability. To the maximum extent permitted by law, you assume full responsibility and risk of loss resulting from your use of the Service. Under no circumstances shall we or any of our employees or representatives be liable for any indirect, INCIDENTIAL, punitive, special or consequential damages INCLUDING, BUY NOT LIMITED TO DAMAGES FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, HOWEVER ARISING, EVEN if we or any of our employees or representatives have been advised of the possibility of such damages AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE.
12. Survival. Upon the termination of your use of the Service for any reason, the terms of Section 4 (Representations and Warranties), Section 8 ( Ownership of Service), Section 9 (Warranties), Section 10 (Indemnity), Section 11 (Limitation of Liability) and Section 13 (General Provisions).
13. General Provisions.
13.1 Assignment. You may not assign or transfer these Terms or any of your rights or delegate any duties hereunder without our prior written consent. Any attempt to assign, transfer or delegate this Agreement will be null and of no effect.
13.2 Independent Contractors. The relationship of you and Payfone in the performance of these Terms is of independent contractors. The Terms do not create any fiduciary relationship between you and Payfone nor deem or constitute us as joint ventures, co‑owners, principal-agent, employer-employee or otherwise participants in a joint or common undertaking, or allow either of you or Payfone to create or assume any obligation on behalf of the other for any purpose whatsoever.
13.3 Force Majeure. We will not be liable for our failure to perform any of our obligations hereunder during any period in which such performance is delayed by circumstances beyond our reasonable control including, but not limited to earthquake, fire, flood, war, embargo, strike, riot, inability to secure materials and transportation facilities, the intervention of any governmental authority or any similar unforeseen event that renders performance commercially implausible.
13.4 Governing Law. The Terms are governed by and construed in accordance with, the laws of New York without reference to conflict of law principles. You and Payfone expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. You hereby submit to personal jurisdiction in the Federal and state courts located in New York County, New York in connection with any disputes arising hereunder.
13.5 Waiver. No waiver of any breach of any provision of the Terms will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the other party.
13.6 Severability. If any provision of these Terms is, for any reason, held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. If any provision of the terms are, for any reason, determined by a court of competent jurisdiction to be excessively broad or unreasonable as to scope or subject, the provision will be enforced to the extent necessary to be reasonable under the circumstances and consistent with applicable law while reflecting as closely as possible the intent of the parties as expressed herein.