SendGrid

Severity 2 · minor

“Twilio may, for any reason or no reason, remove you from the applicable Partner Program, or your access to the applicable Partner Program account portal, upon thirty (30) days prior written notice to you.”

Twilio may remove you from a Partner Program or revoke access to its portal with 30 days' notice.

Your participation in partner programs can be ended by Twilio with relatively short notice, impacting your business operations.

Severity 2 · minor

“If Twilio terminates this Agreement because of your material breach, then Twilio will also close your accounts.”

If Twilio terminates the agreement due to your material breach, Twilio will also close your accounts.

A serious violation on your part can result in the immediate closure of all your accounts by Twilio.

Severity 2 · minor

“If either of us violates these terms and does not fix the violation within 15 days, the other one may end these terms. Ending these terms will result in the closure of all of your accounts.”

Either party can end the agreement if a violation isn't fixed within 15 days, which will close all associated accounts.

A single, uncorrected violation can lead to the complete termination of your services and loss of access to your accounts.

Severity 4 · material

“TWILIO ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE AND THAT TWILIO WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.”

Twilio disclaims all warranties related to telecom providers and is not liable for data loss or interception over the internet or telecom networks.

You bear the risk of data loss or interception during transmission, as Twilio is not responsible for network security issues.

Severity 4 · material

“IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.”

Each party's total liability is capped at the amount you paid for services in the 12 months before the liability arose.

Your potential recovery for damages is strictly limited to the fees paid, regardless of the actual harm suffered.

Severity 4 · material

“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.”

Neither party is liable for lost profits, indirect, consequential, or punitive damages, even if advised of the possibility.

You cannot recover compensation for indirect business losses, even if Twilio's actions cause them.

Severity 3 · notable

“Twilio will have no liability or obligation under this Section 6.1 with respect to any Twilio Indemnifiable Claim arising out of (a) your use of the Services in breach of this Agreement; (b) the combination, operation, or use of the Services with other applications, portions of applications, products, or services, including, without limitation, the Customer Services or Third-Party Services, where the Services would not by themselves be infringing; or (c) Services for which there is no charge or Beta Offerings.”

Twilio has no liability for intellectual property claims related to your breach of the agreement, combining services, or beta offerings.

Twilio is not responsible for intellectual property claims if you misuse the services, combine them improperly, or use beta versions.

Severity 3 · notable

“Your breach of this Section 10.1.4 will not be subject to liability limitations set forth in Section 7 (Limitation of Liability) of this Agreement.”

Your violation of specific terms related to customer responsibilities is not subject to the agreement's liability limitations.

You may face unlimited financial liability for certain violations, overriding the standard caps on damages.

Severity 3 · notable

“You will indemnify Twilio from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Twilio Indemnified Party or for settlement amounts that you approve for a Customer Indemnifiable Claim.”

You will pay any fines, penalties, damages, or legal fees awarded against Twilio or agreed upon in settlements for claims related to your services.

You are financially responsible for any legal judgments or settlements arising from claims against Twilio due to your actions or services.

Severity 3 · notable

“Twilio will defend you, your 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 alleging that Twilio’s provision of the Services infringes or misappropriates such third party’s intellectual property rights (“Twilio Indemnifiable Claim”).”

Twilio will defend you against third-party claims that Twilio's services infringe intellectual property rights.

Twilio will cover your legal defense costs if its services are accused of infringing on someone else's intellectual property.

Severity 3 · notable

“Twilio will indemnify you from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Customer Indemnified Party or for settlement amounts approved by Twilio for a Twilio Indemnifiable Claim.”

Twilio will pay any fines, penalties, damages, or legal fees awarded against you or agreed upon in settlements for claims that Twilio's services infringe intellectual property.

Twilio will cover your financial losses if it is found liable for infringing intellectual property rights with its services.

Severity 3 · notable

“You 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 alleging or arising out of: (a) your or your End Users’ breach of Section 2.2 (Customer Responsibilities) or (b) any Customer Services infringing or misappropriating such third party’s intellectual property rights (collectively, “Customer Indemnifiable Claims”).”

You will defend Twilio against third-party claims that your services infringe intellectual property rights or arise from your breach of customer responsibilities.

You must cover Twilio's legal costs and damages if your services lead to intellectual property disputes or violations of your obligations.

Severity 3 · notable

“In the event Twilio makes a non-backwards compatible change to certain Services and such change materially and negatively impacts your use of the Services (“Adverse Change”), (a) you will notify Twilio of the Adverse Change and (b) Twilio may agree to work with you to resolve or otherwise address the Adverse Change, except where Twilio, in its sole discretion, has determined that an Adverse Change is required for security reasons, by telecommunications providers, or to comply with applicable law or regulation.”

If Twilio makes a significant change negatively impacting your service use, Twilio may work with you to resolve it, unless the change is for security, regulatory, or legal reasons.

Twilio can make changes that disrupt your business, with limited recourse if the changes are deemed necessary for security or compliance.

Severity 3 · notable

“Twilio may discontinue a Beta Offering at any time, in its sole discretion, or decide not to make a Beta Offering generally available.”

Twilio can stop offering a beta service at any time or decide not to make it generally available.

You cannot rely on beta services being permanently available or eventually released to the public.

Severity 3 · notable

“These terms might change. We will let you know at least 30 days before we make any significant changes that impact you or your use of our services, unless we are unable to because of changes in laws, regulations, or carrier requirements. The updated version of these terms will be posted on this page. If you keep using our services after these terms have changed and gone into effect, that means you have accepted those changes and they are legally binding on you.”

SendGrid will notify you at least 30 days before making significant changes to the terms, unless laws or regulations prevent it. Continued use of services after changes means you accept them.

You may be bound by new terms you haven't explicitly agreed to, impacting your service usage or costs.

Severity 3 · notable

“Twilio may update the terms of this Agreement from time to time. Twilio will provide you with written notice of any material updates at least thirty (30) days prior to the date the updated version of this Agreement is effective, unless such material updates result from changes in laws, regulations, or requirements from telecommunications providers. The current, up to date version of this Agreement will be available at https://www.twilio.com/legal/tos.”

Twilio will provide written notice at least 30 days before material updates to the agreement take effect, unless changes are due to laws, regulations, or telecom provider requirements.

You might be subject to new terms without adequate time to review or adapt if the changes are legally mandated.

Severity 3 · notable

“You acknowledge that the Services may change over time. It is your responsibility to ensure the Customer Services are compatible with the Services. Twilio endeavors to avoid changes to the Services that are not backwards compatible, however, if any such changes become necessary, Twilio will use commercially reasonable efforts to notify you at least sixty (60) days prior to implementation.”

Twilio may change services over time and will try to notify you at least 60 days before non-backwards compatible changes.

You must ensure your systems remain compatible with Twilio's services, or face potential disruptions.