Professional Services Terms

Last Updated: November 12, 2024

These Professional Services Terms (“Agreement”) set forth the terms for the Professional Services (as defined below) between the applicable Twilio entity identified below (“Twilio”) and the customer identified on the applicable Order Form (as defined below) (“Customer”). This Agreement is entered into between Customer and Twilio as of the date Customer executes the first Order Form for the Professional Services (“Effective Date”). Twilio may update the terms of this Agreement from time to time. The updated version of this Agreement will be available at https://www.twilio.com/legal/professional-services-terms and effective and binding as of the date indicated at the top of this Agreement.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

“Customer Documentation” means any documentation developed, conceived, or acquired specifically for, or on behalf of, Customer, during the Term (as defined below) of this Agreement, in connection with the Professional Services.

“Customer Materials” means any information, specifications, instructions, or materials provided by Customer in connection with the Professional Services.

“Deliverables” means any deliverables or work products developed, conceived, or acquired, during the Term (as defined below) of this Agreement, in connection with the Professional Services. Deliverables excludes Customer Documentation.

“Order Form” means an order document or statement of work between Customer and Twilio, or any of their Affiliates, that identifies the applicable Professional Services Package being purchased, the mutually agreed upon rate for such Professional Services Package and any other applicable commercial terms related to the Professional Services.

“Professional Services” means the professional services provided to Customer, including, without limitation, the development and delivery of any Deliverables related thereto, in accordance with the applicable Professional Services Package (as defined below). Professional Services excludes Services (as defined below).

“Professional Services Package” means the Professional Services package purchased by Customer, the terms for which are incorporated herein by reference and set forth (a) at https://www.twilio.com/en-us/legal/services-packages or (b) in the applicable Order Form, as applicable.

“Services” means any products and services, including, without limitation, access to platform services and application programming interfaces, provided by Twilio under a separate agreement with Customer.

“Subcontractors” means any third party that assists Twilio or its Affiliates in providing the Professional Services.

“Twilio IP” means any documentation, technical configuration, or workflow templates, starter code, software components, content, documentation, materials, methodologies, or other intellectual property that is developed, conceived, or acquired by Twilio or its Affiliates. Twilio IP excludes Customer Documentation and Customer Materials.

“Twilio Personnel” means Twilio’s and its Affiliates’ employees and contractors, and employees of Subcontractors that assist in providing the Professional Services.

Any capitalized term not defined in this Section 1 will have the meaning provided in this Agreement.

2. Professional Services

2.1 Performance. Twilio will provide the Professional Services in accordance with this Agreement, the applicable Professional Services Package, and the applicable Order Form. Twilio is responsible for (a) Twilio Personnel’s and any Subcontractor’s provision of the Professional Services in accordance with this Agreement, the applicable Professional Services Package, and the applicable Order Form and (b) all matters related to Twilio Personnel’s employment, including, without limitation, compensation, benefits, and any statutory obligations. Twilio will only allocate Twilio Personnel for the provision of the Professional Services once Customer has executed the applicable Order Form. Customer will not cancel or terminate an executed Order Form for the Professional Services if there are less than fourteen (14) days remaining until Twilio commences the provision of such Professional Services.

2.2 Customer Responsibilities. Customer will comply with the terms of this Agreement, the applicable Professional Services Package, and the applicable Order Form. Customer will cooperate reasonably and in good faith with Twilio Personnel in their provision of the Professional Services including, without limitation: (a) providing Twilio Personnel sufficient resources, knowledgeable employees or staff of Customer, and safe working facilities with Internet access; (b) timely access to accurate and complete Customer Materials; (c) timely, accurate, and complete responses to inquiries or requests for feedback or information from Twilio Personnel; (d) appointing a Customer representative for each Professional Services project to serve as a primary point of contact for Twilio Personnel and to make authorized decisions on behalf of Customer; and (e) actively participating in scheduled project meetings with Twilio Personnel. If Customer’s failure to comply with this Section 2.2 prevents Twilio from providing the Professional Services, as determined by Twilio in its sole discretion, Twilio’s obligation to provide the Professional Services will be excused until Customer remedies such failure, and Twilio will not be responsible for any delays resulting therefrom. If any delay in the provision of Professional Services is caused by Customer and results in additional fees, Customer will pay such additional fees in accordance with Section 3 (Fees and Taxes) of this Agreement. Customer will not hire Twilio Personnel during the Term of this Agreement and for a period of twelve (12) months thereafter without the Twilio’s prior written consent; provided, however, this restriction will not apply in cases where Twilio Personnel independently respond to public advertisements that are not specifically directed at Twilio Personnel.

2.3 Affiliates. An Affiliate of Twilio may provide the Professional Services to Customer, subject to the terms of this Agreement, provided that such Affiliate of Twilio executes an Order Form directly with Customer. Twilio will (a) be responsible for its Affiliates’ provision of the Professional Services and (b) enforce the terms of this Agreement, the applicable Professional Services Package, and any applicable Order Form on behalf of its Affiliates providing the Professional Services. An Affiliate of Customer may receive the Professional Services under this Agreement, provided that such Affiliate of Customer (a) complies with the terms of this Agreement and (b) executes an Order Form directly with Twilio or an Affiliate of Twilio, as applicable. Customer represents and warrants that it has sufficient rights and the authority to make this Agreement binding upon each of its Affiliates. Customer and each of its Affiliates will be jointly and severally liable for the acts and omissions of such Affiliate in connection with this Agreement, the applicable Professional Services Package, and the applicable Order Form. Any claim from an Affiliate of Customer will only be brought against Twilio by Customer on behalf of such Affiliate.

3. Fees and Taxes

3.1 Fees. Customer will pay Twilio or the Affiliate of Twilio providing the Professional Services, as applicable, the fees, including out-of-pocket expenses, set forth in the applicable Order Form. If Customer elects to add funds to its account using a credit card and uses such funds to pay the fees due, Customer is responsible for ensuring such funds cover such fees. If the funds on Customer’s account do not cover the fees due, Twilio may suspend the provision of the Professional Services until Customer’s account has sufficient funds to cover the fees due. If Customer is invoiced, Customer will pay the fees due within thirty (30) days of the date of the invoice, except as otherwise set forth in the applicable Order Form. If Customer fails to pay an invoice and cure such failure within fifteen (15) days of the date Twilio provides Customer with written notice of the same, then Twilio may (a) assess, and Customer will pay, a late fee of the lesser of 1.5% per month or the maximum amount allowable by law and (b) suspend the provision of the Professional Services until all fees due are paid in full.

3.2 Taxes. All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, or withholding taxes (collectively, “Taxes”). Customer will pay Taxes in connection with this Agreement (excluding any taxes based on Twilio’s net income, property, or employees), unless the necessary tax exemption information is provided to Twilio or a valid tax exemption certificate is provided to Twilio via email to taxforms@twilio.com and approved by Twilio. Any exemption from paying Taxes will be on a going-forward basis. If the appropriate tax authority determines, at any time, that Customer is not exempt from paying Taxes, Customer will promptly pay such Taxes to Twilio, plus any applicable interest or penalties.

3.3 Payment Disputes. If Customer wishes to dispute any fees or Taxes, Customer must provide written notice of such dispute to Twilio within sixty (60) days of being billed. Where Customer is disputing any fees or Taxes, Customer must act reasonably and in good faith and will cooperate diligently with Twilio to resolve the dispute.

4. Ownership and Licenses. Customer acknowledges and agrees that the Deliverables are developed solely to be used with the Services and will otherwise be inoperative in standalone form or if used with third-party products and services. Accordingly, (a) Twilio owns all right, title, and interest in and to Confidential Information (as defined below) of Twilio, the Deliverables, and the Twilio IP and (b) Customer hereby assigns all right, title, and interest in and to the Deliverables to Twilio. If Twilio uses the Deliverables for any purpose outside of the scope of this Agreement, such Deliverables will not contain any Confidential Information of Customer. Upon Twilio’s receipt of payment in full due under the applicable Order Form, Twilio grants Customer a non-exclusive, non-transferable, non-sublicensable right and license to use (x) the Twilio IP solely as necessary to use the Deliverables and (y) the Deliverables solely with the Services. Customer owns all right, title, and interest in and to Confidential Information of Customer, the Customer Materials, and the Customer Documentation. Customer grants Twilio the right and license to use the Customer Materials solely as necessary to provide the Professional Services. Notwithstanding anything to the contrary in this Agreement, (i) any Twilio IP that is starter code or a software component will be licensed to Customer under the terms of the applicable open source license in lieu of Customer’s right and license to use the Twilio IP in this Section 4 and (ii) Twilio may use, for any purpose, any information in intangible form (e.g., ideas, concepts, techniques, know-how), which may be retained by Twilio Personnel providing the Professional Services, to the extent such information does not contain any Confidential Information of Customer.

5. Warranty and Disclaimer. Twilio warrants that Twilio Personnel will provide the Professional Services in a professional and workmanlike manner. Customer's sole and exclusive remedy for Twilio's breach of this Section 5 will be for Twilio to re-perform the non-conforming portions of the Professional Services. If Twilio is unable to re-perform the non-conforming portions of the Professional Services, Customer will be entitled to recover the fees paid to Twilio attributable to the non-conforming portions of the Professional Services. THE EXPRESS WARRANTY IN THIS SECTION 5 IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 5, THE PROFESSIONAL SERVICES, DELIVERABLES, TWILIO IP, AND CUSTOMER DOCUMENTATION ARE PROVIDED TO CUSTOMER "AS IS." THE PROFESSIONAL SERVICES DO NOT CONSTITUTE LEGAL OR COMPLIANCE ADVICE OR GUIDANCE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS RELIANCE UPON THE PROFESSIONAL SERVICES, DELIVERABLES, TWILIO IP, AND CUSTOMER DOCUMENTATION.

6. Confidentiality. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure. Confidential Information does not include any information which: (a) is publicly available through no breach of this Agreement or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party's rights; or (d) is independently developed by Receiving Party without use of or reference to Confidential Information of Disclosing Party. Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (i) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under this Agreement and (ii) disclose or make Confidential Information of Disclosing Party available to any party, except to Receiving Party’s Affiliates and Receiving Party’s and its Affiliates’ respective employees, legal counsel, accountants, contractors, and in Twilio’s case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under this Agreement. Receiving Party will be responsible for its Representatives’ compliance with this Section 6. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 6. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care. Receiving Party may disclose Confidential Information of Disclosing Party if so required under a regulation, law, subpoena, or court order (“Compelled Disclosure”), provided Receiving Party gives Disclosing Party written notice to the extent legally permitted. Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense. Disclosing Party will be entitled to seek injunctive and other equitable relief, without waiving any other rights or remedies available to it, for an actual or threatened breach of this Section 6 by Receiving Party.

7. Personal Data. To the extent Twilio's provision of the Professional Services in accordance with this Agreement, the applicable Professional Services Package, and the applicable Order Form requires Twilio to process any personal data provided by or collected from Customer, the processing of such personal data will be in accordance with the Data Protection Addendum, the current version of which is available at https://www.twilio.com/legal/data-protection-addendum ("Data Protection Addendum").

8. Mutual Indemnification

8.1 Indemnification by Twilio. Twilio will defend Customer, its Affiliates, and each of their directors, officers, and employees (collectively, “Customer Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Customer Indemnified Party by a third party arising out of (a) the Twilio IP or Deliverables infringing or misappropriating such third party’s intellectual property rights or (b) death, bodily injury, or damage to tangible property to the extent caused by Twilio Personnel’s provision of the Professional Services under this Agreement, the applicable Professional Services Package, and the applicable Order Form (collectively, “Twilio Indemnifiable Claim”). Twilio will indemnify Customer from any damages, attorney fees, and costs awarded against a Customer Indemnified Party or for settlement amounts approved by Twilio for a Twilio Indemnifiable Claim. If the Twilio IP or Deliverables become, or in Twilio’s opinion are likely to become, the subject of any Twilio Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Twilio may at its option and expense: (x) procure for Customer the right to continue using the Twilio IP or Deliverables; (y) modify the Twilio IP or Deliverables to make such Twilio IP or Deliverables non-infringing; or (z) if the foregoing options are not reasonably practicable, terminate this Agreement or the applicable Order Form and refund Customer the fees paid under the applicable Order Form. Twilio will have no obligation under this Section 8.1 with respect to any Twilio Indemnifiable Claim arising out of (i) Customer’s breach of this Agreement, the applicable Professional Services Package, or the applicable Order Form; (ii) Customer’s or a third party’s modification of the Twilio IP or Deliverables, where the unmodified version would not be infringing; (iii) any Customer Materials or Twilio’s reliance on any Customer Materials; or (iv) the combination, operation, or use of the Twilio IP or Deliverables with hardware, software, products, services, applications, or any portions thereof, by Customer or a third party, where the Twilio IP or Deliverables would not by themselves be infringing.

8.2 Indemnification by Customer. Customer will defend Twilio, its Affiliates, and each of their directors, officers, and employees (collectively, “Twilio Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Twilio Indemnified Party by a third party arising out of Customer’s acts and omissions set forth in Sections 8.1(i), (ii), (iii), or (iv) (“Customer Indemnifiable Claim”). Customer will indemnify Twilio from any damages, attorney fees, and costs awarded against a Twilio Indemnified Party or for settlement amounts approved by Customer for a Customer Indemnifiable Claim.

8.3 Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (a) indemnified party (“Indemnified Party”) will promptly notify indemnifying party (“Indemnifying Party”) of any Twilio Indemnifiable Claim or Customer Indemnifiable Claim, as applicable (individually or collectively referred to herein as a “Claim”) in writing; provided, however, that the failure to give prompt written notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, Indemnifying Party will not settle any Claim for which it has an obligation to indemnify under this Section 8 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed. This Section 8 states Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.

9. Limitation of Liability. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT, AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE DISCLAIMER IN THE PRECEDING SENTENCE WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY OR ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER OR ITS AFFILIATES UNDER THE APPLICABLE ORDER FORM FOR THE PROFESSIONAL SERVICES OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THIS SECTION 9 WILL NOT APPLY TO CUSTOMER’S AND ITS AFFILIATES’ BREACH OF SECTION 3 (FEES AND TAXES) OR AMOUNTS PAYABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (MUTUAL INDEMNIFICATION).

10. Term and Termination

10.1 Agreement Term. This Agreement will commence on the Effective Date and will continue in effect until terminated in accordance with Section 10.2 (Termination) (“Term”).

10.2 Termination. Either party may terminate this Agreement for convenience by providing written notice of termination no less than thirty (30) days prior to the intended effective date of termination, provided that all Professional Services being provided under this Agreement are completed as of such intended effective date of termination. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to remedy such breach within fifteen (15) days of the date of written notice of such breach. Subject to applicable law, either party may terminate this Agreement immediately by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy. The following provisions, in addition to this sentence, will survive any termination of this Agreement: Section 3 (Fees and Taxes), Section 4 (Ownership and Licenses), Section 6 (Confidentiality), Section 7 (Personal Data), Section 8 (Mutual Indemnification), Section 9 (Limitation of Liability), and Section 11 (General).

11. General

11.1 Assignment. Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent (not to be unreasonably withheld or delayed), unless a party is assigning this Agreement to (a) a successor to all or part of its assets or business or (b) an Affiliate. Any attempted assignment or transfer by either party in violation of this Section 11.1 will be void. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and permitted assigns.

11.2 Notices. Notices to Twilio will be provided via email to legalnotices@twilio.com. Billing-related notices will be provided via email to Customer to the relevant billing contact(s) designated by Customer in its account. All other notices to Customer will be provided via email to Customer’s representative designated for the applicable Professional Services project.

11.3 Governing Law and Attorneys’ Fees. This Agreement will be governed by and interpreted according to the laws of the applicable state or country identified below without regard to conflicts of laws and principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Except as provided in Section 11.4 (Dispute Resolution), any action arising out of this Agreement will be instituted in the applicable courts identified below and the parties hereby consent to the personal jurisdiction of these courts. In the event of any adjudication of any dispute under this Agreement, the prevailing party in such action will be entitled to reimbursement of its attorneys’ fees and related costs by the non-prevailing party.

11.4 Dispute Resolution. In the event of any dispute, claim, or controversy in connection with this Agreement (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s senior representatives will, in good faith, attempt to resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days or within such other time period as the parties may agree in writing, then the parties may commence binding arbitration under JAMS’ Comprehensive Arbitration Rules and Procedures. The parties will share equally the fees and expenses of the JAMS arbitrator. The arbitration will be conducted by a sole arbitrator mutually agreed to between the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in the English language in (a) San Francisco, California, if Customer is domiciled in any country outside of the (i) European Economic Area and its regions and territories, the United Kingdom, Switzerland, Andorra, Vatican City, and Monaco and (ii) Asia-Pacific region; (b) London, England, if Customer is domiciled in any country within the European Economic Area or its regions or territories, the United Kingdom, Switzerland, Andorra, Vatican City, or Monaco; or (c) Singapore, if Customer is domiciled in any country within the Asia-Pacific region.

11.5 Force Majeure. No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party (collectively, "Force Majeure Events"). The party affected by a Force Majeure Event will take all reasonable actions to minimize the consequences of any such event.

11.6 Entire Agreement. Twilio is providing the Professional Services as an independent contractor and not as an employee, agent, joint venturer, or partner of Customer. Neither party has the authority to bind or act on behalf of the other party in any capacity or circumstance whether by contract or otherwise. This Agreement does not confer any benefits on any third party, including, without limitation, an Affiliate, unless it expressly states that it does. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written. No failure or delay by either party in exercising any right or enforcing any provision under this Agreement will constitute a waiver of that right or provision or any other provision. Any modification to or waiver of any provision under this Agreement will be in writing and executed by both parties. Any terms and conditions stated on Customer’s vendor registration form, registration portal, purchase order, or similar document will be null and void even if accepted or executed by Twilio. In the event of a conflict or inconsistency among the following documents, the order of precendence will be as follows (a) the applicable Order Form, (b) the Data Protection Addendum, (c) the applicable Professional Services Package, and (d) the terms within the body of these Professional Services Terms.

11.7 Additional Terms – Japan. The following terms will apply if Customer is domiciled in Japan:

11.7.1 Dispute Resolution. Section 11.4 (Dispute Resolution) of this Agreement is hereby deleted in its entirety and replaced with the following:

In the event of any dispute, claim, or controversy in connection with this Agreement (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, "Disputes"), each party’s senior representatives will, in good faith, attempt to resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days or within such other time period as the parties may agree in writing, then either party may seek relief as set forth in Section 11.3 (Governing Law and Attorneys’ Fees).

11.7.2 Anti-Social Forces. Each party represents and warrants that it (a) is not an anti-social force (meaning here and hereinafter, gangsters, right-wing groups, anti-social forces, and others equivalent thereto) and (b) does not have any exchange or involvement with anti-social forces, such as cooperation or involvement in the maintenance, operation, or management of anti-social forces, through funding, or other means.

11.8 Additional Terms – Brazil. The following terms will apply if Customer is domiciled in Brazil:

11.8.1 Dispute Resolution. Section 11.4 (Dispute Resolution) of this Agreement is hereby deleted in its entirety and replaced with the following:

In the event of a dispute, claim, or controversy arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”), each party’s senior representatives will engage in good faith negotiations with the other party’s senior representatives to amicably resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days after the first request to engage in good faith negotiations or within such other time period as the parties may agree to in writing, then either party may commence (a) litigation proceedings if the amounts being sought are less than two hundred thousand dollars ($200,000 USD) or (b) binding arbitration under the Rules of CAM-CCBC if the amounts being sought are greater than or equal to two hundred thousand dollars ($200,000 USD). To the extent a Dispute is submitted for arbitration, the parties will share equally the fees and expenses of the CAM-CCBC arbitrator. The arbitration will be conducted by a sole arbitrator chosen by the mutual agreement of the parties or, failing that, by CAM-CCBC under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in the English language in the City and State of São Paulo, Brazil.