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‎LICENSE

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MIT License
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Copyright (c) 2022 Twilio Inc.
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Permission is hereby granted, free of charge, to any person obtaining a copy
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of this software and associated documentation files (the "Software"), to deal
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in the Software without restriction, including without limitation the rights
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to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
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copies of the Software, and to permit persons to whom the Software is
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furnished to do so, subject to the following conditions:
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The above copyright notice and this permission notice shall be included in all
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copies or substantial portions of the Software.
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THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
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IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
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FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
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AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
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LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
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OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
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SOFTWARE.
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Twilio Software Development Kit License Agreement 2.0
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Notice to user: THIS IS A TWILIO SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT 2.0
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BETWEEN YOU AND TWILIO FOR ACCESS TO AND USE OF TWILIO'S SOFTWARE DEVELOPMENT
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KIT. BY USING THIS SOFTWARE DEVELOPMENT KIT, YOU ACCEPT ALL THE TERMS AND
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CONDITIONS OF THIS TWILIO SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT 2.0.
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As a courtesy, below is a quick summary of how this Twilio Software Development
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Kit License Agreement 2.0 applies when you download, use, or otherwise access
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this Twilio Software Development Kit. The full version can be found by scrolling
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down and is the only one that is legally controlling and binding.
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Summary
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When you download, use, or otherwise access this software development kit:
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* Twilio grants you a limited license to use this software development kit only
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for the purposes of developing your own applications and software and
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distributing those applications and software in connection with your use of
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Twilio's products and services as a Twilio customer.
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* You agree not to use this software development kit to create a competing
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product or service to this software development kit.
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* You agree that Twilio may make changes or updates to this software development
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kit (including discontinuing support for and/or the availability of this
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software development kit) at any time for any reason.
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* You agree that you will not use this software development kit in any way that
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interferes with, disrupts, damages or otherwise affects anyone's servers,
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networks, or services (including Twilio's).
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* You agree that any feedback you provide to Twilio regarding this software
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development kit, including any suggestions for improvements, belong to Twilio
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without any compensation to you and that Twilio owns all legal rights to that
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feedback.
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* Except for this software development kit, any use of Twilio's products and
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services is governed by a separate agreement between you and Twilio.
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Full Version
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1. Introduction
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a. This Twilio Software Development Kit License Agreement 2.0 (this
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"Agreement") accompanies the Twilio Software Development Kit for the
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software and related explanatory materials (including the Software and
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Documentation, the "SDK") and includes any upgrades, modified versions,
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updates, additions, and copies of the SDK licensed to you by Twilio. Twilio
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and you may be referred to herein collectively as the "parties" or
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individually as a "party."
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b. "Documentation" means Twilio's user manuals, handbooks, installation
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guides, and any explanatory materials relating to or accompanying the SDK
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provided by Twilio to you either electronically or in hard copy form.
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c. "Intellectual Property Rights" means any and all rights under patent law,
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copyright law, trade secret law, trademark law, and any and all other
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proprietary rights.
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d. "Software" means the object and source code, and/or other original works of
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authorship in the SDK provided by Twilio to you, including all associated
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example code, other tools and any upgrades, modified versions, updates,
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additions, and copies provided to you pursuant to this Agreement.
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e. "Twilio" means Twilio Inc., organized under the laws of the State of
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Delaware, USA, and operating under the laws of the USA with its principal
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place of business at 101 Spear Street, 5th Floor, San Francisco, CA 94105.
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2. Accepting this Agreement
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a. In order to use the SDK, you must first agree to this Agreement. You may
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not use the SDK if you do not accept this Agreement. By using the SDK, you
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hereby agree to the terms of this Agreement. You may not use the SDK and
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may not accept this Agreement if you are a person barred from receiving the
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SDK under the laws of the United States or other countries, including the
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country in which you are a resident or from which you use the SDK. If you
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are agreeing to be bound by this Agreement on behalf of your employer or
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other entity, you represent and warrant that you have full legal authority
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to bind your employer or such entity to this Agreement. If you do not have
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the requisite authority, you may not accept this Agreement or use the SDK
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on behalf of your employer or other entity. You must use the SDK in
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conjunction with Twilio's products and services ("Twilio Services"), and
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your use of the Twilio Services will solely be governed by the Twilio Terms
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of Service available at https://www.twilio.com/legal/tos or a separate
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written agreement entered into between you and Twilio (each, a "Services
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Agreement"). This Agreement will, in no way, modify or affect the terms of
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the applicable Services Agreement.
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3. SDK License from Twilio
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a. Subject to the terms and conditions of this Agreement, Twilio grants you a
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non-exclusive, non-sublicensable, non-assignable, non-transferable,
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worldwide, royalty-free, access to and license to use the SDK solely (i) to
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copy, display, perform, modify, and create derivative works from the SDK
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only for the purpose of internal development of your software products
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(each, an "Application") solely for an Application's use in conjunction
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with the Twilio Services; and (ii) distribute the Software as part of an
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Application, provided that you have a Services Agreement with Twilio for
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the use of such Twilio Services. The license granted in Section 3(a)(ii)
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will survive the termination of this Agreement, except to the extent you
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are in material breach of any of the obligations hereunder.
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b. You are responsible and liable for all use of the SDK, directly or
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indirectly, whether such access or use is permitted by or in violation of
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this Agreement. Twilio has no liability to you or any third party arising
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or resulting from your use of the SDK.
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c. Use, reproduction, and distribution of software dependencies and components
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of the SDK licensed under an open source software license are governed
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solely by the terms of that open source software license and not this
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Agreement. You understand and acknowledge that such open source software is
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not licensed to you pursuant to the provisions of this Agreement and that
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this Agreement may not be construed to grant any such right and/or
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license. If you do not agree to abide by the applicable terms for such
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components of the SDK licensed under an open source software license, then
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you should not use the SDK.
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d. You will not remove, obscure, or alter any proprietary rights notices
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(including copyright and trademark notices) that may be affixed to or
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contained within the SDK.
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4. Use of the SDK by You
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a. You may not use the SDK to develop a competing product or service to the
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SDK or for any purposes not expressly permitted by this Agreement
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including, but not limited to, using the SDK in any manner or for any
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purpose that infringes, misappropriates, or otherwise violates any
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Intellectual Property Right or other right of any person, or that violates
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any applicable law or regulation (including any laws regarding the export
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of data or software to and from the United States or other relevant
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countries).
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b. You acknowledge and agree that Twilio has no obligation to provide
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updates, upgrades, or any other modifications to the SDK. In addition, you
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acknowledge and agree that Twilio has no obligation to support or maintain
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the SDK.
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c. You agree that the form and nature of the SDK that Twilio provides may
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change without prior notice to you and that future versions of the SDK may
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be incompatible with Applications developed on previous versions of the
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SDK. You agree that Twilio may stop (permanently or temporarily) providing
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the SDK (or any features within the SDK) to you or to users generally at
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Twilio's sole discretion, without prior notice to you.
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d. You agree that you will not engage in any activity with the SDK,
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including the development or distribution of an Application, that
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interferes with, disrupts, damages, or accesses in an unauthorized manner
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the servers, networks, or other properties or services of any third party
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including, but not limited to, Twilio or any telecommunications provider.
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e. Nothing in this Agreement gives you a right to use any of Twilio's trade
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names, trademarks, service marks, logos, domain names, or other
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distinctive brand features.
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f. You agree that you are solely responsible for (and that Twilio has no
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responsibility to you or to any third party for) any breach of your
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obligations under this Agreement, any applicable third party contract, or
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any applicable law or regulation, and for the consequences (including any
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loss or damage which Twilio or any third party may suffer) of any such
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breach.
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5. Intellectual Property Ownership and Feedback
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a. You agree that Twilio or third parties own all legal right, title, and
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interest in and to the SDK, including any Intellectual Property Rights
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that subsist in the SDK. Twilio reserves all rights not expressly granted
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to you in this Agreement. Except for the limited rights and licenses
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expressly granted under this Agreement, nothing in this Agreement grants,
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by implication, waiver, estoppel, or otherwise, to your or any third
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party any Intellectual Property Rights or other right, title, or interest
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in or to the SDK.
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b. Twilio agrees that it obtains no right, title or interest from you (or
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your licensors) under this Agreement in or to any Applications that you
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develop using the SDK, including any Intellectual Property Rights that
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subsist in those Applications.
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c. If you or any of your employees or contractors send or transmit any
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communications, materials, code, documentation, or other original works of
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authorship (including any modifications) to Twilio by any form of
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electronic or written communication, including but not limited to mail,
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email, telephone, source code control systems, issue tracking systems, or
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otherwise, suggesting or recommending changes to the SDK, including
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without limitation, new features or functionality relating thereto, or any
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comments, questions, suggestions, or the like ("Feedback"), Twilio is free
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to use such Feedback irrespective of any other obligation or limitation
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between the parties governing such Feedback. You hereby assign to Twilio
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on your behalf, and on behalf of your employees, contractors and/or
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agents, all right, title, and interest in, and Twilio is free to use,
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Feedback without any attribution or compensation to any party, any ideas,
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know-how, concepts, techniques, or other Intellectual Property Rights
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contained in the Feedback, for any purpose whatsoever. Twilio is not
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required to use any Feedback. For clarity, Feedback will not include any
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code, documentation, or works of authorship, including the Intellectual
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Property Rights embedded therein, which are (a) unrelated to the core
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functionality of the Software or (b) conceived and/or developed by you (i)
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prior to the date this Agreement is accepted by you, (ii) outside the
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scope of this Agreement, or (iii) independently without the use of the
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SDK.
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6. Terminating this Agreement
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a. This Agreement, as may be updated from time to time, will commence on the
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date it is accepted by you and continue until terminated as set out below.
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b. If you want to terminate this Agreement, you may do so by ceasing your
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use of the SDK.
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c. Without prejudice to any other rights, this Agreement shall terminate
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automatically without notice from Twilio if:
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i. your Services Agreement for use of the Twilio Services terminates; or
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ii. you have breached any provision of this Agreement; or
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iii. Twilio is required to do so by law or regulation; or
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iv. Twilio decides to no longer provide the SDK or certain parts of the
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SDK to users in the country in which you are resident or from which
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you use the service, or the provision of the SDK or certain SDK
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services to you by Twilio is, in Twilio's sole discretion, no longer
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commercially viable.
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d. When this Agreement terminates, all of the legal rights, obligations, and
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liabilities that you and Twilio have benefited from, been subject to (or
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which have accrued over time whilst this Agreement has been in force) or
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which are expressed to continue indefinitely, will be unaffected by this
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cessation.
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7. DISCLAIMER OF WARRANTIES
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a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR
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SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT
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WARRANTY OF ANY KIND FROM TWILIO.
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b. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
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THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE
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SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE
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OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
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c. TWILIO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY
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KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE
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IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
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PARTICULAR PURPOSE AND NON-INFRINGEMENT.
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8. LIMITATION OF LIABILITY
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a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TWILIO, ITS SUBSIDIARIES AND
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AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY
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OF LIABILITY FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
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DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY
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DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER
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OR NOT TWILIO OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE
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BEEN AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES ARISING.
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9. Indemnification
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a. To the maximum extent permitted by law, you agree to defend, indemnify
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and hold harmless Twilio, its affiliates and their respective directors,
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officers, employees, and agents from and against any and all claims,
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actions, demands, suits, or proceedings, as well as any and all losses,
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liabilities, damages, costs and expenses (including reasonable attorneys'
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fees) arising out of or accruing from (a) your use of the SDK or any
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resulting Application you develop on the SDK; (b) any Application you
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develop using the SDK that infringes any copyright, trademark, trade
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secret, trade dress, patent, or other intellectual property right of any
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person or defames any person or violates their rights of publicity or
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privacy; and (c) your non-compliance with the terms of this Agreement.
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10. Changes to this Agreement
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a. Twilio may make changes to this Agreement as it distributes new versions
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of the SDK. When these changes are made, Twilio will make a new version
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of this Agreement available on the website where the SDK is made
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available.
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11. Additional Terms
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a. Except as provided in this Agreement, this Agreement supersedes all prior
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and contemporaneous agreements, oral and written, in relation to the SDK.
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No oral or written information or advice given by Twilio, its agents or
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employees will create a warranty or in any way increase the scope of the
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warranties or obligations under this Agreement. Except as permitted in
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Section 10 of this Agreement, no modification to this Agreement will be
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legally binding unless set forth in writing and signed by you and Twilio.
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b. You agree that Twilio's failure to enforce at any time any provision of
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this Agreement or any other of your obligations does not waive Twilio's
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right to do so later. And, if Twilio does expressly waive any provision
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of this Agreement or any of your other obligations, that does not mean it
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is waived for all time in the future. Any waiver must be in writing and
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signed by you and Twilio to be legally binding.
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c. If any court of law, having the jurisdiction to decide on this matter,
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rules that any provision of this Agreement is invalid, then that
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provision will be removed from this Agreement without affecting the rest
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of this Agreement. The remaining provisions of this Agreement will
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continue to be valid and enforceable.
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d. You acknowledge and agree that each member of the group of companies of
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which Twilio is the parent will be third party beneficiaries to this
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Agreement and that such other companies will be entitled to directly
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enforce, and rely upon, any provision of this Agreement that confers a
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benefit on (or rights in favor of) them. Other than this, no other
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person or company will be third party beneficiaries to this Agreement.
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e. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU
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MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND
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REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON
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DESTINATIONS, END USERS, AND END USE.
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f. You will not assign or otherwise transfer this Agreement, in whole or in
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part, without Twilio's prior written consent. Any attempt by you to
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assign, delegate, or transfer this Agreement will be void. Twilio may
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assign this Agreement, in whole or in part, without consent. Subject to
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this Section 13(f), this Agreement will be binding on both you and
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Twilio and both parties' successors and assigns.
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g. This Agreement will be governed by and interpreted according to the laws
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of the State of California without regard to conflicts of laws and
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principles that would cause laws of another jurisdiction to apply. This
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Agreement will not be governed by the United Nations Convention on
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Contracts for the International Sale of Goods. Any legal suit, action or
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proceeding arising out of or related to this Agreement or the SDK will be
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instituted in either the state or federal courts of San Francisco,
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California, and the parties each consent to the personal jurisdiction of
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these courts.

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