Twilio Marketplace Terms

Last Updated: February 2, 2024

THESE TWILIO MARKETPLACE TERMS SET FORTH BELOW (“TERMS”) GOVERN THE LISTING OF A LISTING PARTNER’S (AS DEFINED BELOW) LISTED SERVICE (AS DEFINED BELOW) ON THE TWILIO MARKETPLACE (AS DEFINED BELOW) PROVIDED BY TWILIO INC. (“TWILIO”) FOR PURCHASE BY CUSTOMERS (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, AGREE TO BE LEGALLY BOUND BY THEM (“LISTING PARTNER”). IF LISTING PARTNER DOES NOT AGREE TO THESE TERMS, LISTING PARTNER SHOULD NOT ACCEPT OR OTHERWISE AGREE TO THEM OR LIST A LISTED SERVICE ON THE TWILIO MARKETPLACE. 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/TWILIO-MARKETPLACE-TERMS AND EFFECTIVE AND BINDING AS OF THE DATE INDICATED AT THE TOP OF THESE TERMS.

1. Definitions

“Customer” means an entity or individual that purchases a Listed Service from the Twilio Marketplace.

“Data Protection Addendum” means the personal data processing-related terms relating to the activities under these Terms, the current version of which is attached hereto as Exhibit A.

“Listing Criteria” means (a) Twilio’s publishing standards for all Listed Services, the current version of which is available at https://www.twilio.com/docs/add-ons/publish and (b) any functionality, interoperability, and integration requirements for a Listed Service that Twilio communicates to Listing Partner in writing.

“Listing Materials” means (a) all information, documentation, and other content that Listing Partner submits to Twilio in connection with a Listed Service and (b) Listing Partner’s name, logo, and trademarks.

“Listed Service(s)” means (a) an add-on feature or functionality developed by Listing Partner that a Customer can integrate with its software application(s) that are used in connection with the Twilio Services (as defined below) or (b) software application(s) developed by Listing Partner that embed the Twilio Services and are offered to a Customer.

“Listed Service Fee” means the applicable fee, as agreed to between a Customer and Listing Partner, for each Listed Service, which Twilio charges directly to a Customer.

“Taxes” means 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, communications, or withholding taxes.

“Twilio API” means a Twilio application program interface(s) that enables a Customer to purchase a Listed Service via the Twilio Marketplace.

“Twilio Marks” means Twilio’s name, logo, and trademarks.

“Twilio Marketplace” means the online marketplace that Twilio provides, hosts, and maintains where Listed Services are listed for purchase by a Customer.

“Twilio Properties” means the Twilio Marketplace, Twilio API, and Licensing Criteria.

“Twilio Services” means the services provided by Twilio or its affiliates.

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

2. Listed Service Development and Approval.  Listing Partner will (a) comply with the Listing Criteria when developing a Listed Service to be listed on the Twilio Marketplace and (b) submit such Listed Service to Twilio for approval. Twilio may (x) test a Listed Service against the requirements set forth in the Listing Criteria and any other security and performance criteria, as reasonably determined by Twilio and (y) approve or reject any Listed Service in its sole discretion. Upon Twilio’s approval, (i) a Listed Service will be listed on the Twilio Marketplace and (ii) Customers may elect to purchase a Listed Service at their sole discretion.

3. Listing Partner’s Rights, Restrictions, and Obligations.  Upon listing a Listed Service on the Twilio Marketplace, Listing Partner may use the Twilio Marks, in accordance with Twilio’s Trademark Usage Guidelines available at https://www.twilio.com/legal/trademark, to promote such Listed Service’s availability to Customers. Listing Partner (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. Listing Partner agrees not to transmit any viruses, illegal content, or harmful code or materials via a Listed Service. Listing Partner is solely responsible for (x) all Listed Services, including, without limitation, their (i) development; (ii) integration with the Twilio API; and (iii) compatibility with the Twilio Services, and (y) its relationships with any Customers that use such Listed Services. Listing Partner is solely responsible for removing or turning off a Customer’s access to any Listed Service.

4. Listed Service Listing Rights.  Listing Partner grants Twilio a worldwide license to (a) list a Listed Service on the Twilio Marketplace; (b) use, host, copy, and distribute such Listed Service to Customers; and (c) use and display the Listing Materials to market and promote such Listed Service. Twilio retains discretion and control over the look and feel of the Twilio Marketplace, including the placement of a Listed Service on the Twilio Marketplace.

5. Use of Twilio Services.  These Terms do not cover or confer any rights to use the Twilio Services. Any rights to use the Twilio Services, and any fees related thereto, will be solely governed by a separate written agreement between Listing Partner and Twilio or its affiliates. ​​If Listing Partner does not have a separate written agreement with Twilio or its affiliates, Listing Partner hereby agrees that the Twilio Terms of Service, available at https://www.twilio.com/legal/tos, will solely govern such use of the Twilio Services and any fees related thereto.

6. Fees and Payment

6.1 Revenue Share.  For each Listed Service a Customer purchases, Twilio will pay Listing Partner seventy percent (70%) of the applicable Listed Service Fee, exclusive of all applicable Taxes, surcharges, refunds, credits, rebates, charge-backs, and transaction-related costs and expenses (“Revenue Share”).

6.2 Payment of Revenue Share.  Subject to Listing Partner’s obligations in Section 6.4 (Usage Report and Audit) of these Terms, Twilio will pay Revenue Share within sixty (60) days after the end of each calendar month via electronic funds transfer (EFT) to the bank account provided by Listing Partner. Listing Partner is solely responsible for any fees or surcharges imposed by Listing Partner’s bank in connection with any Revenue Share. All Revenue Share will be paid in United States dollars. If any Revenue Share is less than one-thousand five hundred ($1,500 USD) dollars, Twilio may hold payment and accrue all Revenue Share, without interest, until such Revenue Share, in the aggregate, equals or exceeds one-thousand five hundred ($1,500 USD) dollars; provided, however, upon termination of these Terms, this one-thousand five hundred ($1,500 USD) dollar minimum payment threshold will not apply to any remaining owed Revenue Share. Notwithstanding anything to the contrary in this Section 6.2, upon termination of these Terms, Twilio may, in its sole discretion, withhold all Revenue Share owed but not paid to Listing Partner for a period of thirty (30) days from the date such Revenue Share would otherwise be payable to Listing Partner (“Revenue Share Withholding”). The purpose of Revenue Share Withholding is to ensure Twilio has the ability to offset any refunds, credits, rebates, chargebacks, and transaction-related costs and expenses that Twilio may incur or need to issue in connection with a Customer’s purchase of a Listed Service. Notwithstanding anything to the contrary in this Section 6.2, any Listed Service Fee (as defined below) that is owed but not paid by a Customer to Twilio in accordance with Section 6.5 (Payment of Customer Fees) of these Terms will be excluded from any owed Revenue Share until such Listed Service Fee is paid to Twilio.

6.3 Disputes.  Twilio will provide Listing Partner with a report setting forth the purchased Listed Services for each calendar month and the owed Revenue Share (“Revenue Share Report”). Twilio will provide Listing Partner with a Revenue Share Report within thirty (30) days after the end of each calendar month. Listing Partner will have thirty (30) days after the date Twilio provides a Revenue Share Report to dispute any amounts in such Revenue Share Report, reasonably and in good faith, provided that such disputed amounts are equal to or greater than one percent (1%) of the owed Revenue Share according to such Revenue Share Report. Listing Partner will cooperate diligently with Twilio to resolve any dispute relating to the amounts in a Revenue Share Report.

6.4 Usage Report and Audit.  Listing Partner will implement and utilize the Twilio API that captures information regarding each Customer’s use of a Listed Service in order to report such information to Twilio (“Usage Report”). Listing Partner will use commercially reasonable efforts to provide Twilio with a Usage Report within the calendar month in which each Listed Service is used (“Usage Report Deadline”). Twilio uses a Usage Report to calculate  Customer Fees and Revenue Share. Upon receipt of a Usage Report, Twilio will apply the usage information from such Usage Report to the applicable Customer’s Twilio account within the same calendar month in which such Usage Report is received by Twilio. Listing Partner’s failure to provide a Usage Report by the Usage Report Deadline may result in delays in charging Customer Fees in accordance with Section 6.5 (Payment of Customer Fees) of these Terms and paying Revenue Share in accordance with Section 6.2 (Payment of Revenue Share) of these Terms. Upon reasonable prior written notice from Twilio, Twilio will have the right to audit Customer’s records to verify that the information in any Usage Report is complete, accurate, and correct, and Listing Partner will reasonably cooperate with Twilio to conduct such audit.

6.5 Payment of Customer Fees.  Twilio or its affiliates will charge each Customer the applicable Listed Service Fee and Taxes (collectively, “Customer Fees”). If a Customer elects to add funds to its Twilio account by credit card and uses such funds to pay the Customer Fees, such Customer is responsible for ensuring such funds cover such Customer Fees. If a Customer elects to receive invoices from Twilio or its affiliates, and Twilio approves such Customer for the same, such Customer will pay the Customer Fees within the time period set forth on the invoice, which commences on the date of the invoice. Invoices will be sent to a Customer via email to the email address(es) such Customer designates in its Twilio account. Listing Partner will contractually bind each Customer to the payment obligations set forth in this Section 6.5 and make Twilio a third-party beneficiary with the right to enforce this Section 6.5 directly against such Customer. Listing Partner will manage any dispute from a Customer relating to the Customer Fees, and Twilio will reasonably cooperate with Listing Partner, as necessary.

6.6 Taxes.  All Listed Service Fees are exclusive of Taxes. Twilio will collect Taxes imposed on any Listed Service Fee from each Customer and pay such Taxes to the appropriate legal, governmental, or regulatory authority. Revenue Share is exclusive of Taxes. Listing Partner is responsible for Taxes (a) based on its income, property, or employees and (b) in connection with any Revenue Share.

7. Open Source.  If Listing Partner uses any open-source code in a Listed Service, Listing Partner 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. Listing Partner agrees not to include any open-source code (a) licensed under any version of the GPL, Affero, or other “copyleft” license in a Listed Service or (b) that imposes third-party license terms or restrictions on Twilio.

8. Representations and Warranties.  Listing Partner 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 provided and will continue to provide adequate notices, and that it has obtained and will continue to obtain, the necessary prior permissions and consents to provide any data or other information that a Customer makes available, either via Listing Partner or the Twilio Marketplace, to Twilio in connection with a Listed Service; (d) it has developed all of the code in all Listed Services or has otherwise obtained express rights from any third-party licensor to allow Listing Partner to grant the rights necessary for Twilio to exercise its rights under these Terms; (e) the Listing Materials provided to Twilio are and will be true, accurate, complete, and up-to-date; and (f) it will not make any representations, warranties, or commitments on Twilio’s behalf, including regarding the Twilio Marketplace.

9. Modifications to the Twilio Properties.  From time to time, Twilio may modify or change the Twilio Properties without notice.

10. 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 LISTED SERVICE WITH THE TWILIO SERVICES, NOR IS TWILIO REQUIRED TO PROVIDE SUPPORT FOR OR FIX ERRORS RELATING TO THE TWILIO MARKETPLACE OR THE USE OF A LISTED SERVICE WITH THE TWILIO SERVICES.

11. Rights and Ownership.  Neither party grants the other party any rights or licenses not expressly set forth in these Terms. Listing Partner may permit its agents and contractors to exercise rights under these Terms on Listing Partner’s behalf, provided Listing Partner remains responsible for their compliance with these Terms. As between the parties, Listing Partner exclusively owns and reserves all right, title, and interest in and to the Listed Services (excluding any technology, intellectual property, or Confidential Information (as defined below) of Twilio), Listing Materials, and Confidential Information of Listing Partner. As between the parties, Twilio exclusively owns and reserves all right, title, and interest in and to the Twilio Properties, Twilio Marks, Confidential Information of Twilio, and any feedback or suggestions provided by Listing Partner or a Customer regarding the Twilio Properties.

12. Confidentiality and Customer Personal Data

12.1 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 12.1. The receiving party will not use Confidential Information for any purpose outside of exercising its rights or fulfilling its obligations under these Terms, including, without limitation, (i) for the purpose of Listing Partner and Twilio managing their business relationship in accordance with these Terms; (ii) to facilitate the listing of Listing Partner’s Listed Service on the Twilio Marketplace; and (iii) to enable Twilio to pay Revenue Share. 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 notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance to contest such compelled disclosure. Any breach of this Section 12.1 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.

12.2 Customer Personal Data.  Listing Partner grants Twilio and its affiliates the right to process Customer Personal Data (as defined in the Data Protection Addendum) in a manner that is consistent with these Terms and the Data Protection Addendum.

13. Indemnification.  Listing Partner will defend Twilio from and against any claim, demand, suit, or proceeding made or brought against Twilio by a third party (a) alleging that a Listed Service or the Listing Materials infringe or misappropriate such third party’s intellectual property rights or (b) in connection with a Listed Service (collectively, “Twilio Indemnifiable Claim”). Twilio will defend Listing Partner from and against any claim, demand, suit, or proceeding made or brought against Listing Partner by a third party alleging that the Twilio Marks infringe or misappropriate such third party’s intellectual property rights (“Listing Partner 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 Listing Partner Indemnifiable Claim, as applicable. The indemnifying party will have the sole authority to defend or settle a Twilio Indemnifiable Claim or Listing Partner Indemnifiable Claim, as applicable, made against the indemnified party. The indemnified party will promptly notify the indemnifying party of a Twilio Indemnifiable Claim or Listing Partner 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 13 states the indemnifying party’s sole liability to, and indemnified party’s exclusive remedy against, the other party for any third-party claims. 

14. 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 14, THE LIMITATIONS IN THIS SECTION 14 WILL NOT APPLY TO EITHER PARTY’S OBLIGATIONS SET FORTH IN SECTION 13 (INDEMNIFICATION).

15. Termination and Suspension.  These Terms shall remain in effect until terminated in accordance with this Section 15.

15.1 For Convenience.  Either party may terminate these Terms for convenience upon thirty (30) days’ prior written notice to the other party.

15.2 By Twilio.  If required by applicable law or regulation, or if such action is necessary to avoid harm, liability, or reputational damage to Twilio, Twilio may (a) terminate these Terms; (b) suspend Listing Partner’s access to the Twilio Marketplace; or (c) remove or disable any Listed Service without notice to Listing Partner in each case.

15.3 Effect of Termination.  Upon termination of these Terms, (a) Twilio will use commercially reasonable efforts to promptly remove all Listed Services from the Twilio Marketplace; (b) Listing Partner’s right to use the Twilio Marks will immediately terminate; (c) Twilio’s right to use the Listing Materials will immediately terminate; and (d) the terms of this Section 15.3 and the terms of the following Sections will survive: Section 6 (Fees and Payment), Section 10 (Disclaimer), Section 11 (Rights and Ownership), Section 12 (Confidentiality and Customer Personal Data), Section 13 (Indemnification), Section 14 (Limitation of Liability), Section 16 (Independent Development), Section 17 (Notices), and Section 18 (General).

16. Independent Development.  Nothing in these Terms will prohibit Twilio from developing products, services, features, or functionalities similar to a Listed Service, provided that Twilio does not use Listing Partner’s Confidential Information or intellectual property.

17. Notices.  Twilio will provide Listing Partner with all notices relating to these Terms via email to the email address that Listing Partner has provided to Twilio. All notices to Twilio relating to these Terms will be provided via email to [email protected].

18. General.  These Terms constitute the entire agreement between Listing Partner 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. Listing Partner may not assign or transfer any right or obligations under these Terms, and any non-permitted assignment or transfer is void. Listing Partner 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. Listing Partner 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.

Exhibit A

Data Protection Addendum

This Data Protection Addendum (“Addendum”) forms part of the Twilio Marketplace Terms, available at https://www.twilio.com/en-us/legal/twilio-marketplace-terms between Listing Partner and Twilio (“Terms”).

1. Definitions

“Applicable Data Protection Law” means all worldwide data protection and privacy laws, regulations, judicial and regulatory decisions, and judgments applicable to Twilio’s processing of Customer Personal Data (as defined below) under the Terms, including, without limitation, the General Data Protection Regulation (EU 2016/679) (“GDPR”) and the Switzerland Federal Act on Data Protection (“FADP”).

“Controller” means the party that alone or jointly with others determines the means of processing Customer Personal Data.

“Customer Personal Data” means any information of, or provided by, Customer, relating to an identified or identifiable natural person (“Data Subject”) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

“Standard Contractual Clauses” means the Standard Contractual Clauses implemented by the Commission Implementing Decision (EU) 2021/914 of June 4, 2021 on standard contractual clauses for the transfer of Customer Personal Data to third countries in accordance with GDPR, as amended or replaced from time to time.

“UK Addendum” means the template International Data Transfer Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner’s Office in accordance with the Data Protection Act 2018, as may be amended or replaced from time to time.

“UK Data Protection Law” means the Applicable Data Protection Law of the UK, including, without limitation, the UK GDPR and the Data Protection Act 2018, as amended or replaced from time to time.

Any capitalized term not defined in this Section 1 will have the meaning provided in this Addendum or the Terms.

2. Obligations of Listing Partner and Twilio

2.1 Disclosure of Customer Personal Data.  Under the Terms, Listing Partner will disclose Customer Personal Data  in order to enable Twilio to (a) charge the Customer Fees and (b) pay Revenue Share.

2.2 Roles and Obligations.  Each party will (a) act as a separate and independent Controller when processing Customer Personal Data under the Terms and (b) comply with its respective Controller obligations in accordance with Applicable Data Protection Law. When sharing Customer Personal Data with Twilio, Listing Partner warrants that it has provided written notice to Customers and, if applicable, obtained prior consent to share Customer Personal Data with Twilio and, upon written request, Listing Partner will provide appropriate evidence of its compliance with this Section 2.2 to Twilio.

2.3 Compliance with Laws.  Each party agrees to comply with its obligations under Applicable Data Protection Law, including its applicable obligations regarding Customer Personal Data. Listing Partner and Twilio agree that the provisions of this Addendum will apply regardless of whether the processing of Customer Personal Data is subject to the requirements of Applicable Data Protection Law.

3. Security.  Each party will implement and maintain appropriate technical and organizational measures (“TOMs”) to protect Customer Personal Data, which will be sufficient to ensure compliance with Applicable Data Protection Law and protect the rights of Data Subjects. In particular, taking into account the state of the art, the costs of implementation, the nature, scope, context, and purposes of the processing, and the risk of varying likelihood and severity for the rights and freedoms of Data Subjects, each party will implement TOMs to ensure a level of security appropriate to the risk, including, without limitation, (a) the pseudonymization and encryption of Customer Personal Data; (b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems used to process Customer Personal Data; (c) the ability to restore the availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and (d) a process to regularly test, assess, and evaluate the effectiveness of TOMs to ensure the security of the processing of Customer Personal Data.

4. Cooperation.  If either party receives (a) any request from a Data Subject to exercise any of the Data Subject’s rights under Applicable Data Protection Law or (b) any other correspondence, inquiry, or complaint received from a Data Subject, regulator, or other third party in connection with the processing of Customer Personal Data (collectively, “Correspondence”), then the party receiving the Correspondence will promptly inform the other party where necessary and Listing Partner and Twilio will cooperate in good faith to respond to the Correspondence and fulfill their respective obligations under Applicable Data Protection Law.

5. Customer Personal Data Transfers Outside the EEA/Switzerland.  To the extent Listing Partner shares any Customer Personal Data originating from the European Economic Area (“EEA”) or Switzerland with Twilio, such Customer Personal Data transfers will be considered Controller-to-Controller data transfers and are subject to the Standard Contractual Clauses, Module One, which is hereby incorporated into this Addendum by reference. Listing Partner and Twilio agree that Listing Partner’s acceptance or execution of this Addendum will be deemed Listing Partner’s acceptance and both Listing Partner’s and Twilio’s execution of the Standard Contractual Clauses with and subject to the applicable sections set forth in the table below, including the warranties and undertakings contained in such sections, with Listing Partner acting as the “data exporter” and Twilio acting as the “data importer”. Customer Personal Data transferred may include the following categories: (a) of Data Subjects: Customers and (b) of Customer Personal Data: first and last name, email address, phone number, employer/company name, and business address. Sensitive Personal Data (as defined in the Standard Contractual Clauses) will not be processed under this Addendum. Customer Personal Data is transferred on a continuous basis. Listing Partner and Twilio will retain Customer Personal Data in accordance with their respective data retention policies.

Sections applicable to Listing Partner’s and Twilio’s agreed Standard Contractual Clauses:

6. UK Customer Personal Data Transfers Outside the UK.  To the extent Listing Partner shares Customer Personal Data  originating from the UK, the UK Addendum is hereby incorporated into this Addendum by reference. Listing Partner and Twilio agree that Listing Partner’s acceptance or execution of this Addendum will be deemed Listing Partner’s acceptance and both Listing Partner’s and Twilio’s execution of the UK Addendum with and subject to the applicable sections set forth in the table below, including the warranties and undertakings contained in such sections.

Sections applicable to Listing Partner’s and Twilio’s agreed UK Addendum:

7. Order of Precedence.  In the event of any conflict or inconsistency between the Terms and this Addendum, this Addendum will prevail.