LAST UPDATED November 16, 2022
The Twilio Terms of Service as set forth at https://www.twilio.com/legal/tos (“ToS”) are now Electric Imp’s Terms of Service.
APPENDIX FOR IOT SERVICES
This Appendix for IoT Services (“Appendix”) hereby supplements the ToS, Master Sales Agreement, or other similar agreement entered between Twilio and Customer (“Agreement”), and this Appendix is subject in all respects to the terms of the Agreement. As context allows, references in the Agreement to the term “Services” will be deemed to include the “IoT Services” hereunder. If anything in this Appendix is in addition to or conflicts with the terms of the Agreement, then the terms of this Appendix shall control to the extent of such supplementation or conflict with respect to the IoT Services (as defined below). Twilio may update the terms of this Appendix from time to time. The Customer’s continued use of the IoT Services or imp Technology (as defined below) constitutes the Customer’s acceptance of the updated version of this Appendix.
All capitalized terms that are not defined in this Appendix have the meaning given in the Agreement.
If you executed a separate written agreement or appendix with Twilio that expressly cover your use of the IoT Services, then the terms of such agreement or appendix will apply in lieu of this Appendix.
1. IoT SERVICES AND SUPPORT.
1.1. IoT Services. Subject to the terms and conditions of this Appendix and the Agreement and payment of applicable fees, Twilio will use commercially reasonable efforts to provide the IoT Services to Customer. To enable the IoT Services, Customer will be required to register an account and complete the Blessing process for each Customer Device, in accordance with the Documentation.
1.2. IoT Support Terms. Twilio will use commercially reasonable efforts during Twilio’s business hours (9 a.m. – 5 p.m. PST), excluding weekends and holidays, to provide Customer with support through online customer support located at https://support.electricimp.com.
1.3. IoT Support Disclaimer. IoT Support is provided “AS IS”, with no warranty or representation of any kind. Twilio expressly disclaims any liability for the IoT Support, including the accuracy, completeness or usefulness of any of the recommendations provided to Customer.
1.4. impOS Support. Twilio will only provide support for the most current version of the impOS (“Current Release”) and the previous version (“Previous Sequential Release”). The Previous Sequential Release will be supported by Twilio for a period of six (6) calendar months after Twilio makes available the Current Release, provided, however, that for security breaches or critical technical requirements, Twilio may decrease such 6-month period, to ensure the security of the platform.
1.5. Updates. Twilio reserves the right to implement new versions of, updates or upgrades to the Software and IoT Services, including, without limitation, modifications to the design, operational method, technical specifications, systems, and other functions of the Software and IoT Services, at any time and without prior notice to Customer.
1.6 For avoidance of doubt, this Section 1 description of “IoT Support Terms” supersedes the definition of “Support Terms” given in the Agreement.
2. LICENSE; RESTRICTIONS AND CONDITIONS.
2.1. License. Subject to the terms and conditions of this Agreement and payment of the applicable fees, Twilio hereby grants Customer a limited, royalty-free, non-transferable, non-sublicensable and nonexclusive right and license to: (a) use the Software solely in connection with the IoT Services; (b) distribute the impOS (solely to end users and Customer’s Subdistributors) as part of the Authorized Hardware and Customer Application(s) and Device(s); and (c) make copies of the BlinkUp™ SDK in object code form only for the sole purpose of producing and distributing Customer Applications and Customer Devices to end users and Subdistributors. No rights or licenses are granted by Twilio except as expressly set forth in this Agreement. Twilio may revoke the license in the event of Customer’s violation of the scope of the license grant or license restrictions below.
2.2. Restrictions. The provisions in the Agreement regarding the Twilio Acceptable Use Policy apply to the IoT Services under this Appendix.
2.3. Conditions of Use. Customer represents, covenants, and warrants that it will use the Software and IoT Services only with the Authorized Hardware and only as part of Customer Applications and Customer Devices, and that its use will be in compliance with all applicable laws. Twilio may, but has no obligation to, monitor the Firmware, Agents or other software provided by Customer, the functionality of Customer Devices or Customer’s use of the IoT Services or the Authorized Hardware. Twilio may remove Firmware, Agents or any such software and suspend immediately any use of the IoT Services that Twilio reasonably believes may be (or are alleged to be) in violation of any applicable law or terms of this Agreement, (including that Twilio may remotely uninstall any Software on any Customer Devices as a result thereof, at which time all of Customer’s rights to use such Software will automatically terminate).
2.4. Inappropriate Uses. Customer will not use the BlinkUp SDK with any software, hardware or other materials other than with the Customer Devices, Customer Applications and the Authorized Hardware. In addition, Customer will not use the Software, IoT Services, the Authorized Hardware and any other part of the imp Technology in a way that results or is likely to result in a breach of the Agreement including a breach of the Twilio Acceptable Use Policy or breach of trade compliance regulations. or any use in which the use or failure of any part of the imp Technology could lead to death, serious bodily injury, property or environmental damage.
2.5. Compatibility. Customer shall be responsible for adhering to the specifications provided by Twilio with respect to the IoT Services, Software and the Authorized Hardware (available at the Twilio Electric Imp Dev Center currently at https://developer.electricimp.com), including without limitation specifications related to hosting the Authorized Hardware on Customer Devices and Firmware, developing and bundling the Firmware and Agents and integrating the Software, libraries and APIs with Customer Devices. Customer shall be responsible for providing its end users with documentation on how to use the BlinkUp SDK, including minimum mobile device and web browser requirements, to enable connectivity to the IoT Services. To ensure that proper warnings and other notices are provided to the end users of the BlinkUp SDK, Customer will distribute to end users the BlinkUp SDK end user documentation provided by Twilio or Customer’s documentation that is approved in writing in advance by Twilio.
Customer acknowledges that the IoT Services and the BlinkUp SDK are not compatible with all mobile device operating systems and web browsers and that Customer will not attempt to use the IoT Services or the BlinkUp SDK in connection with mobile operating systems and web browsers that Twilio does not support. Customer also acknowledges that Twilio may change, deprecate or republish the APIs, libraries or IoT Services from time to time, and that it is Customer’s responsibility to ensure that API calls or requests Customer makes are compatible with the then-current APIs. Twilio will endeavor to inform Customer in advance of any API or library changes, but Twilio is under no obligation to do so. Twilio reserves the right to limit the number and/or frequency of API requests and bandwidth usage in a given period in its reasonable discretion.
2.6 Third Party Services. Certain third-party products and services, as set forth below, may be pre-provisioned within the IoT Services, imp Technology, or Authorized Hardware (“Third Party Services”). The applicable Third Party Services are solely provided by the applicable third party set forth below (“Third Party Provider”). Customer’s use of any Third Party Services is subject to the applicable Third Party Provider’s terms set forth below (“Third Party Terms”), which Customer hereby agrees and accepts. Twilio is not a party to any Third Party Terms and is not liable for any Third Party Services whatsoever, including Customer’s use thereof. Customer’s sole recourse relating to any Third Party Services, including, without limitation, any third party intellectual property infringement claims related thereto, will be against the applicable Third Party Provider. Notwithstanding anything to the contrary in the Agreement, the applicable Third Party Provider is a third-party beneficiary to this Appendix and has the right to enforce the applicable Third Party Terms directly against Customer.