Twilio Segment Customer Data Platform Destination Integration and Listing Terms
Last Updated: September 14, 2023
THESE TWILIO SEGMENT CUSTOMER DATA PLATFORM DESTINATION INTEGRATION AND LISTING TERMS SET FORTH BELOW (“TERMS”) GOVERN THE INTEGRATION OF A DEVELOPER APP (AS DEFINED BELOW) WITH THE SEGMENT SERVICES (AS DEFINED BELOW) AND THE LISTING OF A DEVELOPER APP IN TWILIO INC.’S (“TWILIO”) CONNECTIONS CATALOG (AS DEFINED BELOW). BY ACCEPTING OR OTHERWISE AGREEING TO THESE TERMS, YOU, OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE ACCEPTING OR OTHERWISE AGREEING TO THESE TERMS (COLLECTIVELY, “DEVELOPER”), AGREE TO BE LEGALLY BOUND BY THEM. IF DEVELOPER DOES NOT AGREE TO THESE TERMS, DEVELOPER SHOULD NOT ACCEPT OR OTHERWISE AGREE TO THEM OR LIST A DEVELOPER APP IN THE CONNECTIONS CATALOG. TWILIO MAY UPDATE THESE TERMS FROM TIME TO TIME. THE UPDATED VERSION OF THESE TERMS WILL BE AVAILABLE AT HTTPS://WWW.TWILIO.COM/EN-US/LEGAL/SEGMENT-DESTINATION-TERMS AND EFFECTIVE AND BINDING AS OF THE DATE INDICATED AT THE TOP OF THESE TERMS.
1. Definitions
“Connections Catalog” means Twilio’s listing of all Sources (as defined below) and Destinations (as defined below) accessible to Customers (as defined below) available at https://www.segment.com/catalog.
“Customer” means any customer of Twilio that uses the Segment Services.
“Customer Data” means any data that a Customer submits to the Segment Services. Customer Data does not include any data once such data is sent to a Destination.
“Destination” has the meaning set forth at https://www.segment.com/docs/connections/destinations.
“Developer App(s)” means Developer’s function code, connectors, or other components intended to integrate a Source or Destination with the Segment Services.
“Developer Center” means the Twilio Segment Developer Portal available at https://www.segment.com/partners/developer-portal.
“Developer Listing Materials” means all information, documentation, and other content that Developer submits to Twilio with respect to a Developer App, including Developer’s name, logo, and trademarks.
“Segment Documentation” means Twilio’s standard technical documentation for the Developer Center, the current version of which is available at https://www.segment.com/docs/partners.
“Segment Properties” means the Connections Catalog, Developer Center, and Segment Documentation.
“Segment Services” means any services and application programming interfaces provided by Twilio that are branded as “Segment”, “Twilio Segment”, or “Twilio Engage”.
“Source” has the meaning set forth at https://www.segment.com/docs/connections/sources.
“Twilio Marks” means Twilio’s name, logo, and trademarks available at https://brand.segment.com.
Any capitalized term not defined in this Section 1 will have the meaning provided in these Terms.
2. Developer Center Access and Use of Segment Services
2.1 Developer Center Access. In order to list a Developer App in the Connections Catalog, Developer is required to register through the Developer Center. Once Developer is granted access to the Developer Center, Developer may develop a Developer App.
2.2 Use of Segment Services. Any Customer’s use of the Segment Services, and any fees related thereto, will be solely governed by a separate written agreement such Customer has with Twilio or its affiliates. Developer’s use of the Segment Services, and any fees related thereto, will be solely governed by a separate written agreement Developer has with Twilio or its affiliates. If Developer does not have a separate written agreement with Twilio or its affiliates, Developer hereby agrees that the Twilio Terms of Service, available at https://www.twilio.com/legal/tos, will solely govern such use of the Segment Services and any fees related thereto.
3. Developer App Development and Approval. Developer will (a) comply with the Segment Documentation when developing a Developer App to be listed in the Connections Catalog and (b) submit such Developer App to Twilio for approval. Twilio may (i) test a Developer App against the requirements set forth in the Segment Documentation and any other security and performance criteria, as reasonably determined by Twilio, and (ii) approve or reject any Developer App as either a Source or a Destination, as applicable, in its sole discretion. Upon Twilio’s approval, a Developer App will be listed in the Connections Catalog and Customers may elect to use a Developer App as either a Source or Destination with the Segment Services at their sole discretion.
4. Developer App Listing Rights. Developer grants Twilio a worldwide license to (a) list a Developer App in the Connections Catalog; (b) use, host, copy, and distribute such Developer App to enable its integration with the Segment Services; and (c) use and display the Developer Listing Materials to market and promote such Developer App. Twilio retains discretion and control over the look and feel of the Connections Catalog, including the placement of a Developer App in the Connections Catalog.
5. Developer’s Rights and Restrictions. Upon listing a Developer App in the Connections Catalog, Developer may use the Twilio Marks, in accordance with Twilio’s Trademark Usage Guidelines available at https://www.twilio.com/legal/trademark, to promote such Developer App’s availability to Customers for use with the Segment Services. Developer (a) may not sub-license the right to use the Twilio Marks to any third party and (b) must promptly cease any use of any Twilio Marks upon written notice from Twilio. Developer agrees not to transmit any viruses, illegal content, or harmful code or materials via a Developer App. Developer is solely responsible for (i) all Developer Apps, including, without limitation, their development and compatibility with the Segment Services; (ii) any services provided by Developer; and (iii) Developer's relationships with its customers that use such Developer Apps and/or services provided by Developer.
6. Open Source. If Developer uses any open-source code in a Developer App, Developer will comply with all obligations under the applicable open-source license and provide a list of such open-source code to Twilio upon written request. Developer agrees not to include any open-source code (a) licensed under any version of the GPL, Affero, or other “copyleft” license in a Developer App or (b) that imposes third-party license terms or restrictions on Twilio or any Customers.
7. Representations and Warranties. Developer represents and warrants that (a) it has the full power and authority to enter into and perform these Terms without violating any other agreement to which it is a party; (b) it will comply with all applicable laws and regulations relating to the performance of its obligations and activities under these Terms; (c) it has developed all of the code in the Developer Apps or has otherwise obtained express rights from any third-party licensor to allow Developer to grant the rights necessary for Twilio to exercise its rights under these Terms; (d) the Developer Listing Materials provided to Twilio are and will be true, accurate, complete, and up-to-date; and (e) it will not make any representations, warranties, or commitments on Twilio’s behalf, including regarding the Connections Catalog.
8. Modifications to the Segment Properties. From time to time, Twilio may modify or change the Segment Properties without notice.
9. DISCLAIMER. WITHOUT LIMITING ANY EXPRESS WARRANTIES SET FORTH IN THESE TERMS, TWILIO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONALLY, TWILIO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE RELATING TO THE COMPATIBILITY OF ANY DEVELOPER APPS WITH THE SEGMENT SERVICES, NOR IS TWILIO REQUIRED TO PROVIDE SUPPORT FOR OR FIX ERRORS RELATING TO THE DEVELOPER CENTER OR USE OF A DEVELOPER APP WITH THE SEGMENT SERVICES.
10. Rights and Ownership. Neither party grants the other party any rights or licenses not expressly set forth in these Terms. Developer may permit its agents and contractors to exercise rights under these Terms on Developer’s behalf, provided Developer remains responsible for their compliance with these Terms. As between the parties, Developer exclusively owns and reserves all right, title, and interest in and to in the Developer Apps (excluding any technology, intellectual property, or Confidential Information (as defined below) of Twilio), Developer Listing Materials, and Confidential Information of Developer. As between the parties, Twilio exclusively owns and reserves all right, title, and interest in and to the Segment Properties, Twilio Marks, Confidential Information of Twilio, and any feedback or suggestions provided by Developer regarding the Segment Properties.
11. Confidentiality. Any information that is marked as confidential or proprietary or that should reasonably be understood to be confidential or proprietary from the circumstances surrounding the disclosure by the disclosing party will be considered “Confidential Information” under these Terms. Confidential Information does not include any information that (a) is or becomes generally known to the public; (b) was known by the receiving party before its disclosure by the disclosing party; (c) is received from a third party, in each case without breach of an obligation owed to the disclosing party; or (d) is independently developed by the receiving party without use of or reference to Confidential Information. The receiving party will not disclose Confidential Information to any party, except to the receiving party’s employees, legal counsel, accountants, and contractors (collectively, “Representatives”) who have a “need to know” as necessary for the receiving party to exercise its rights or fulfill its obligations under these Terms. The receiving party will be responsible for its Representatives’ compliance with this Section 11. The receiving party will not use Confidential Information for any purpose outside of exercising its rights or fulfilling its obligations under these Terms. The receiving party will maintain the confidentiality of Confidential Information using at least the same measures it uses to protect its own confidential information, but in no event less than a reasonable degree of care. If the receiving party is compelled by law, regulation, subpoena, or court order to disclose Confidential Information, the receiving party must provide the disclosing party with prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance to contest such compelled disclosure. Any breach of this Section 11 may cause substantial harm for which damages are inadequate, and the non-breaching party will have the right to seek injunctive or other equitable relief in addition to any other remedies.
12. Indemnification. Developer will defend Twilio from and against any claim, demand, suit, or proceeding made or brought against Twilio by a third party alleging that a Developer App or the Developer Listing Materials infringe or misappropriate such third party’s intellectual property rights (“Twilio Indemnifiable Claim”). Twilio will defend Developer from and against any claim, demand, suit, or proceeding made or brought against Developer by a third party alleging that the Twilio Marks infringe or misappropriate such third party’s intellectual property rights (“Developer Indemnifiable Claim”). The indemnifying party will indemnify the indemnified party from any fines, penalties, damages, attorneys’ fees, and costs awarded against the indemnified party or for settlement amounts approved by the indemnifying party for a Twilio Indemnifiable Claim or a Developer Indemnifiable Claim, as applicable. The indemnifying party will have the sole authority to defend or settle a Twilio Indemnifiable Claim or Developer Indemnifiable Claim, as applicable, made against the indemnified party. The indemnified party will promptly notify the indemnifying party of a Twilio Indemnifiable Claim or Developer Indemnifiable Claim, as applicable, in writing. The indemnified party will reasonably cooperate with the indemnifying party in connection with indemnifying party’s activities hereunder, at indemnifying party’s expense. This Section 12 states the indemnifying party’s sole liability to, and indemnified party’s exclusive remedy against, the other party for any third-party intellectual property infringement claims.
13. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST DATA, LOST PROFITS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED ONE THOUSAND DOLLARS ($1,000 USD). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 13, THE LIMITATIONS IN THIS SECTION 13 WILL NOT APPLY TO EITHER PARTY’S OBLIGATIONS SET FORTH IN SECTION 12 (INDEMNIFICATION).
14. Termination and Suspension. These Terms shall remain in effect until terminated in accordance with this Section 14.
14.1 For Convenience. Either party may terminate these Terms for convenience upon thirty (30) days’ prior written notice to the other party.
14.2 By Twilio. If required by applicable law or regulation, or if such action is necessary to avoid harm, liability, or reputational damage to Twilio or any Customer, Twilio may (a) terminate these Terms; (b) suspend Developer’s access to the Developer Center; or (c) remove or disable any Developer Apps without notice to Developer in each case.
14.3 Wind-Down. Following the termination of these Terms, these Terms will continue in effect for up to one hundred and twenty (120) days (“Wind-Down Period”) to enable Customers using a Developer App to transition to another software application. Customers using a Developer App will have the ability to continue to use such Developer App until the end of the Wind-Down Period.
14.4 Effect of Termination. Upon termination of these Terms and subject to Section 14.3 (Wind-Down), (a) Twilio will use commercially reasonable efforts to promptly remove all Developer Apps from the Connections Catalog; (b) Developer’s rights to use the Segment Properties and Twilio Marks will immediately terminate; and (c) Twilio’s right to use the Developer Listing Materials will immediately terminate. Upon termination of these Terms and following the Wind-Down Period, the terms of this Section 14.4 and the terms of the following Sections will survive: Section 9 (Disclaimer), Section 10 (Rights and Ownership), Section 11 (Confidentiality), Section 12 (Indemnification), Section 13 (Limitation of Liability), Section 15 (Independent Development), Section 16 (Notices), and Section 17 (General).
15. Independent Development. Nothing in these Terms will prohibit Twilio from developing products, services, features, or functionalities similar to the Developer Apps, provided that Twilio does not use Developer’s Confidential Information or intellectual property.
16. Notices. Twilio will provide Developer with notices relating to these Terms via email to the email address that Developer has provided to Twilio. All notices to Twilio relating to these Terms will be provided via email to legalnotices@twilio.com.
17. General. These Terms constitute the entire agreement between Developer and Twilio with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, statements, or non-disclosure or other agreements, whether oral or written. Failure to enforce any provision of these Terms is not a waiver, and all waivers must be in writing. If any provision of these Terms is found to be unenforceable, such provision will be interpreted to best accomplish its intended purpose. Developer may not assign or transfer any right or obligations under these Terms, and any non-permitted assignment or transfer is void. Developer and Twilio are independent contractors and these Terms do not create any agency, partnership, or joint venture. These Terms will be governed by and construed under the laws of the State of California. Developer and Twilio consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms if such delay or failure is due to unforeseen events that are beyond such party’s reasonable control.