Twilio Software Development Kit License Agreement 2.0

Notice to user: THIS IS A TWILIO SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT 2.0 
BETWEEN YOU AND TWILIO FOR ACCESS TO AND USE OF TWILIO'S SOFTWARE DEVELOPMENT 
KIT. BY USING THIS SOFTWARE DEVELOPMENT KIT, YOU ACCEPT ALL THE TERMS AND 
CONDITIONS OF THIS TWILIO SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT 2.0.

As a courtesy, below is a quick summary of how this Twilio Software Development 
Kit License Agreement 2.0 applies when you download, use, or otherwise access 
this Twilio Software Development Kit. The full version can be found by scrolling 
down and is the only one that is legally controlling and binding.

Summary

When you download, use, or otherwise access this software development kit:

* Twilio grants you a limited license to use this software development kit only 
  for the purposes of developing your own applications and software and 
  distributing those applications and software in connection with your use of 
  Twilio's products and services as a Twilio customer.

* You agree not to use this software development kit to create a competing 
  product or service to this software development kit.

* You agree that Twilio may make changes or updates to this software development 
  kit (including discontinuing support for and/or the availability of this 
  software development kit) at any time for any reason.

* You agree that you will not use this software development kit in any way that 
  interferes with, disrupts, damages or otherwise affects anyone's servers, 
  networks, or services (including Twilio's).

* You agree that any feedback you provide to Twilio regarding this software 
  development kit, including any suggestions for improvements, belong to Twilio 
  without any compensation to you and that Twilio owns all legal rights to that 
  feedback.

* Except for this software development kit, any use of Twilio's products and 
  services is governed by a separate agreement between you and Twilio.

Full Version

1. Introduction

   a. This Twilio Software Development Kit License Agreement 2.0 (this 
      "Agreement") accompanies the Twilio Software Development Kit for the 
      software and related explanatory materials (including the Software and 
      Documentation, the "SDK") and includes any upgrades, modified versions, 
      updates, additions, and copies of the SDK licensed to you by Twilio. Twilio 
      and you may be referred to herein collectively as the "parties" or 
      individually as a "party."

   b. "Documentation" means Twilio's user manuals, handbooks, installation 
      guides, and any explanatory materials relating to or accompanying the SDK 
      provided by Twilio to you either electronically or in hard copy form.

   c. "Intellectual Property Rights" means any and all rights under patent law, 
      copyright law, trade secret law, trademark law, and any and all other 
      proprietary rights.

   d. "Software" means the object and source code, and/or other original works of 
      authorship in the SDK provided by Twilio to you, including all associated 
      example code, other tools and any upgrades, modified versions, updates, 
      additions, and copies provided to you pursuant to this Agreement.

   e. "Twilio" means Twilio Inc., organized under the laws of the State of 
      Delaware, USA, and operating under the laws of the USA with its principal 
      place of business at 101 Spear Street, 5th Floor, San Francisco, CA 94105.

2. Accepting this Agreement

   a. In order to use the SDK, you must first agree to this Agreement. You may 
      not use the SDK if you do not accept this Agreement. By using the SDK, you 
      hereby agree to the terms of this Agreement. You may not use the SDK and 
      may not accept this Agreement if you are a person barred from receiving the 
      SDK under the laws of the United States or other countries, including the 
      country in which you are a resident or from which you use the SDK. If you 
      are agreeing to be bound by this Agreement on behalf of your employer or 
      other entity, you represent and warrant that you have full legal authority 
      to bind your employer or such entity to this Agreement. If you do not have 
      the requisite authority, you may not accept this Agreement or use the SDK 
      on behalf of your employer or other entity. You must use the SDK in 
      conjunction with Twilio's products and services ("Twilio Services"), and 
      your use of the Twilio Services will solely be governed by the Twilio Terms 
      of Service available at https://www.twilio.com/legal/tos or a separate 
      written agreement entered into between you and Twilio (each, a "Services 
      Agreement"). This Agreement will, in no way, modify or affect the terms of 
      the applicable Services Agreement.
      
3. SDK License from Twilio

   a. Subject to the terms and conditions of this Agreement, Twilio grants you a 
      non-exclusive, non-sublicensable, non-assignable, non-transferable, 
      worldwide, royalty-free, access to and license to use the SDK solely (i) to 
      copy, display, perform, modify, and create derivative works from the SDK 
      only for the purpose of internal development of your software products 
      (each, an "Application") solely for an Application's use in conjunction 
      with the Twilio Services; and (ii) distribute the Software as part of an 
      Application, provided that you have a Services Agreement with Twilio for 
      the use of such Twilio Services. The license granted in Section 3(a)(ii) 
      will survive the termination of this Agreement, except to the extent you 
      are in material breach of any of the obligations hereunder.

   b. You are responsible and liable for all use of the SDK, directly or 
      indirectly, whether such access or use is permitted by or in violation of 
      this Agreement. Twilio has no liability to you or any third party arising 
      or resulting from your use of the SDK.

   c. Use, reproduction, and distribution of software dependencies and components 
      of the SDK licensed under an open source software license are governed 
      solely by the terms of that open source software license and not this 
      Agreement. You understand and acknowledge that such open source software is 
      not licensed to you pursuant to the provisions of this Agreement and that 
      this Agreement may not be construed to grant any such right and/or 
      license. If you do not agree to abide by the applicable terms for such 
      components of the SDK licensed under an open source software license, then 
      you should not use the SDK.

   d. You will not remove, obscure, or alter any proprietary rights notices 
      (including copyright and trademark notices) that may be affixed to or 
      contained within the SDK.

4. Use of the SDK by You

   a. You may not use the SDK to develop a competing product or service to the 
      SDK or for any purposes not expressly permitted by this Agreement 
      including, but not limited to, using the SDK in any manner or for any 
      purpose that infringes, misappropriates, or otherwise violates any 
      Intellectual Property Right or other right of any person, or that violates 
      any applicable law or regulation (including any laws regarding the export 
      of data or software to and from the United States or other relevant 
      countries).

   b. You acknowledge and agree that Twilio has no obligation to provide 
      updates, upgrades, or any other modifications to the SDK. In addition, you 
      acknowledge and agree that Twilio has no obligation to support or maintain 
      the SDK.

   c. You agree that the form and nature of the SDK that Twilio provides may 
      change without prior notice to you and that future versions of the SDK may 
      be incompatible with Applications developed on previous versions of the 
      SDK. You agree that Twilio may stop (permanently or temporarily) providing 
      the SDK (or any features within the SDK) to you or to users generally at 
      Twilio's sole discretion, without prior notice to you.

   d. You agree that you will not engage in any activity with the SDK, 
      including the development or distribution of an Application, that 
      interferes with, disrupts, damages, or accesses in an unauthorized manner 
      the servers, networks, or other properties or services of any third party 
      including, but not limited to, Twilio or any telecommunications provider.

   e. Nothing in this Agreement gives you a right to use any of Twilio's trade 
      names, trademarks, service marks, logos, domain names, or other 
      distinctive brand features.

   f. You agree that you are solely responsible for (and that Twilio has no 
      responsibility to you or to any third party for) any breach of your 
      obligations under this Agreement, any applicable third party contract, or 
      any applicable law or regulation, and for the consequences (including any 
      loss or damage which Twilio or any third party may suffer) of any such 
      breach.

5. Intellectual Property Ownership and Feedback

   a. You agree that Twilio or third parties own all legal right, title, and 
      interest in and to the SDK, including any Intellectual Property Rights 
      that subsist in the SDK. Twilio reserves all rights not expressly granted 
      to you in this Agreement. Except for the limited rights and licenses 
      expressly granted under this Agreement, nothing in this Agreement grants, 
      by implication, waiver, estoppel, or otherwise, to your or any third 
      party any Intellectual Property Rights or other right, title, or interest 
      in or to the SDK.

   b. Twilio agrees that it obtains no right, title or interest from you (or 
      your licensors) under this Agreement in or to any Applications that you 
      develop using the SDK, including any Intellectual Property Rights that 
      subsist in those Applications.

   c. If you or any of your employees or contractors send or transmit any 
      communications, materials, code, documentation, or other original works of 
      authorship (including any modifications) to Twilio by any form of 
      electronic or written communication, including but not limited to mail, 
      email, telephone, source code control systems, issue tracking systems, or 
      otherwise, suggesting or recommending changes to the SDK, including 
      without limitation, new features or functionality relating thereto, or any 
      comments, questions, suggestions, or the like ("Feedback"), Twilio is free 
      to use such Feedback irrespective of any other obligation or limitation 
      between the parties governing such Feedback. You hereby assign to Twilio 
      on your behalf, and on behalf of your employees, contractors and/or 
      agents, all right, title, and interest in, and Twilio is free to use, 
      Feedback without any attribution or compensation to any party, any ideas, 
      know-how, concepts, techniques, or other Intellectual Property Rights 
      contained in the Feedback, for any purpose whatsoever. Twilio is not 
      required to use any Feedback. For clarity, Feedback will not include any 
      code, documentation, or works of authorship, including the Intellectual 
      Property Rights embedded therein, which are (a) unrelated to the core 
      functionality of the Software or (b) conceived and/or developed by you (i) 
      prior to the date this Agreement is accepted by you, (ii) outside the 
      scope of this Agreement, or (iii) independently without the use of the 
      SDK.

6. Terminating this Agreement

   a. This Agreement, as may be updated from time to time, will commence on the 
      date it is accepted by you and continue until terminated as set out below.

   b. If you want to terminate this Agreement, you may do so by ceasing your 
      use of the SDK.

   c. Without prejudice to any other rights, this Agreement shall terminate 
      automatically without notice from Twilio if:
      i.   your Services Agreement for use of the Twilio Services terminates; or
      ii.  you have breached any provision of this Agreement; or
      iii. Twilio is required to do so by law or regulation; or
      iv.  Twilio decides to no longer provide the SDK or certain parts of the 
           SDK to users in the country in which you are resident or from which 
           you use the service, or the provision of the SDK or certain SDK 
           services to you by Twilio is, in Twilio's sole discretion, no longer 
           commercially viable.

   d. When this Agreement terminates, all of the legal rights, obligations, and 
      liabilities that you and Twilio have benefited from, been subject to (or 
      which have accrued over time whilst this Agreement has been in force) or 
      which are expressed to continue indefinitely, will be unaffected by this 
      cessation.

7. DISCLAIMER OF WARRANTIES

   a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR 
      SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT 
      WARRANTY OF ANY KIND FROM TWILIO.

   b. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED 
      THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE 
      SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE 
      OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

   c. TWILIO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY 
      KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE 
      IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A 
      PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

   a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TWILIO, ITS SUBSIDIARIES AND 
      AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY 
      OF LIABILITY FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, 
      DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY 
      DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER 
      OR NOT TWILIO OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE 
      BEEN AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES ARISING.

9. Indemnification

   a. To the maximum extent permitted by law, you agree to defend, indemnify 
      and hold harmless Twilio, its affiliates and their respective directors, 
      officers, employees, and agents from and against any and all claims, 
      actions, demands, suits, or proceedings, as well as any and all losses, 
      liabilities, damages, costs and expenses (including reasonable attorneys' 
      fees) arising out of or accruing from (a) your use of the SDK or any 
      resulting Application you develop on the SDK; (b) any Application you 
      develop using the SDK that infringes any copyright, trademark, trade 
      secret, trade dress, patent, or other intellectual property right of any 
      person or defames any person or violates their rights of publicity or 
      privacy; and (c) your non-compliance with the terms of this Agreement.

10. Changes to this Agreement

    a. Twilio may make changes to this Agreement as it distributes new versions 
       of the SDK. When these changes are made, Twilio will make a new version 
       of this Agreement available on the website where the SDK is made 
       available.
       
11. Additional Terms

    a. Except as provided in this Agreement, this Agreement supersedes all prior 
       and contemporaneous agreements, oral and written, in relation to the SDK. 
       No oral or written information or advice given by Twilio, its agents or 
       employees will create a warranty or in any way increase the scope of the 
       warranties or obligations under this Agreement. Except as permitted in 
       Section 10 of this Agreement, no modification to this Agreement will be 
       legally binding unless set forth in writing and signed by you and Twilio.

    b. You agree that Twilio's failure to enforce at any time any provision of 
       this Agreement or any other of your obligations does not waive Twilio's 
       right to do so later. And, if Twilio does expressly waive any provision 
       of this Agreement or any of your other obligations, that does not mean it 
       is waived for all time in the future. Any waiver must be in writing and 
       signed by you and Twilio to be legally binding.

    c. If any court of law, having the jurisdiction to decide on this matter, 
       rules that any provision of this Agreement is invalid, then that 
       provision will be removed from this Agreement without affecting the rest 
       of this Agreement. The remaining provisions of this Agreement will 
       continue to be valid and enforceable.

    d. You acknowledge and agree that each member of the group of companies of 
       which Twilio is the parent will be third party beneficiaries to this 
       Agreement and that such other companies will be entitled to directly 
       enforce, and rely upon, any provision of this Agreement that confers a 
       benefit on (or rights in favor of) them. Other than this, no other 
       person or company will be third party beneficiaries to this Agreement.

    e. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU 
       MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND 
       REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON 
       DESTINATIONS, END USERS, AND END USE.

    f. You will not assign or otherwise transfer this Agreement, in whole or in 
       part, without Twilio's prior written consent. Any attempt by you to 
       assign, delegate, or transfer this Agreement will be void. Twilio may 
       assign this Agreement, in whole or in part, without consent. Subject to 
       this Section 13(f), this Agreement will be binding on both you and 
       Twilio and both parties' successors and assigns.

    g. This Agreement will be governed by and interpreted according to the laws 
       of the State of California without regard to conflicts of laws and 
       principles that would cause laws of another jurisdiction to apply. This 
       Agreement will not be governed by the United Nations Convention on 
       Contracts for the International Sale of Goods. Any legal suit, action or 
       proceeding arising out of or related to this Agreement or the SDK will be 
       instituted in either the state or federal courts of San Francisco, 
       California, and the parties each consent to the personal jurisdiction of 
       these courts.       
