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wenxi-zeng authored Nov 25, 2024
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MIT License

Copyright (c) 2022 Segment

Permission is hereby granted, free of charge, to any person obtaining a copy
of this software and associated documentation files (the "Software"), to deal
in the Software without restriction, including without limitation the rights
to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
copies of the Software, and to permit persons to whom the Software is
furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all
copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
SOFTWARE.
Twilio Software Development Kit License Agreement 2.0

Notice to user: THIS IS A TWILIO SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT 2.0
BETWEEN YOU AND TWILIO FOR ACCESS TO AND USE OF TWILIO'S SOFTWARE DEVELOPMENT
KIT. BY USING THIS SOFTWARE DEVELOPMENT KIT, YOU ACCEPT ALL THE TERMS AND
CONDITIONS OF THIS TWILIO SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT 2.0.

As a courtesy, below is a quick summary of how this Twilio Software Development
Kit License Agreement 2.0 applies when you download, use, or otherwise access
this Twilio Software Development Kit. The full version can be found by scrolling
down and is the only one that is legally controlling and binding.

Summary

When you download, use, or otherwise access this software development kit:

* Twilio grants you a limited license to use this software development kit only
for the purposes of developing your own applications and software and
distributing those applications and software in connection with your use of
Twilio's products and services as a Twilio customer.

* You agree not to use this software development kit to create a competing
product or service to this software development kit.

* You agree that Twilio may make changes or updates to this software development
kit (including discontinuing support for and/or the availability of this
software development kit) at any time for any reason.

* You agree that you will not use this software development kit in any way that
interferes with, disrupts, damages or otherwise affects anyone's servers,
networks, or services (including Twilio's).

* You agree that any feedback you provide to Twilio regarding this software
development kit, including any suggestions for improvements, belong to Twilio
without any compensation to you and that Twilio owns all legal rights to that
feedback.

* Except for this software development kit, any use of Twilio's products and
services is governed by a separate agreement between you and Twilio.

Full Version

1. Introduction

a. This Twilio Software Development Kit License Agreement 2.0 (this
"Agreement") accompanies the Twilio Software Development Kit for the
software and related explanatory materials (including the Software and
Documentation, the "SDK") and includes any upgrades, modified versions,
updates, additions, and copies of the SDK licensed to you by Twilio. Twilio
and you may be referred to herein collectively as the "parties" or
individually as a "party."

b. "Documentation" means Twilio's user manuals, handbooks, installation
guides, and any explanatory materials relating to or accompanying the SDK
provided by Twilio to you either electronically or in hard copy form.

c. "Intellectual Property Rights" means any and all rights under patent law,
copyright law, trade secret law, trademark law, and any and all other
proprietary rights.

d. "Software" means the object and source code, and/or other original works of
authorship in the SDK provided by Twilio to you, including all associated
example code, other tools and any upgrades, modified versions, updates,
additions, and copies provided to you pursuant to this Agreement.

e. "Twilio" means Twilio Inc., organized under the laws of the State of
Delaware, USA, and operating under the laws of the USA with its principal
place of business at 101 Spear Street, 5th Floor, San Francisco, CA 94105.

2. Accepting this Agreement

a. In order to use the SDK, you must first agree to this Agreement. You may
not use the SDK if you do not accept this Agreement. By using the SDK, you
hereby agree to the terms of this Agreement. You may not use the SDK and
may not accept this Agreement if you are a person barred from receiving the
SDK under the laws of the United States or other countries, including the
country in which you are a resident or from which you use the SDK. If you
are agreeing to be bound by this Agreement on behalf of your employer or
other entity, you represent and warrant that you have full legal authority
to bind your employer or such entity to this Agreement. If you do not have
the requisite authority, you may not accept this Agreement or use the SDK
on behalf of your employer or other entity. You must use the SDK in
conjunction with Twilio's products and services ("Twilio Services"), and
your use of the Twilio Services will solely be governed by the Twilio Terms
of Service available at https://www.twilio.com/legal/tos or a separate
written agreement entered into between you and Twilio (each, a "Services
Agreement"). This Agreement will, in no way, modify or affect the terms of
the applicable Services Agreement.

3. SDK License from Twilio

a. Subject to the terms and conditions of this Agreement, Twilio grants you a
non-exclusive, non-sublicensable, non-assignable, non-transferable,
worldwide, royalty-free, access to and license to use the SDK solely (i) to
copy, display, perform, modify, and create derivative works from the SDK
only for the purpose of internal development of your software products
(each, an "Application") solely for an Application's use in conjunction
with the Twilio Services; and (ii) distribute the Software as part of an
Application, provided that you have a Services Agreement with Twilio for
the use of such Twilio Services. The license granted in Section 3(a)(ii)
will survive the termination of this Agreement, except to the extent you
are in material breach of any of the obligations hereunder.

b. You are responsible and liable for all use of the SDK, directly or
indirectly, whether such access or use is permitted by or in violation of
this Agreement. Twilio has no liability to you or any third party arising
or resulting from your use of the SDK.

c. Use, reproduction, and distribution of software dependencies and components
of the SDK licensed under an open source software license are governed
solely by the terms of that open source software license and not this
Agreement. You understand and acknowledge that such open source software is
not licensed to you pursuant to the provisions of this Agreement and that
this Agreement may not be construed to grant any such right and/or
license. If you do not agree to abide by the applicable terms for such
components of the SDK licensed under an open source software license, then
you should not use the SDK.

d. You will not remove, obscure, or alter any proprietary rights notices
(including copyright and trademark notices) that may be affixed to or
contained within the SDK.

4. Use of the SDK by You

a. You may not use the SDK to develop a competing product or service to the
SDK or for any purposes not expressly permitted by this Agreement
including, but not limited to, using the SDK in any manner or for any
purpose that infringes, misappropriates, or otherwise violates any
Intellectual Property Right or other right of any person, or that violates
any applicable law or regulation (including any laws regarding the export
of data or software to and from the United States or other relevant
countries).

b. You acknowledge and agree that Twilio has no obligation to provide
updates, upgrades, or any other modifications to the SDK. In addition, you
acknowledge and agree that Twilio has no obligation to support or maintain
the SDK.

c. You agree that the form and nature of the SDK that Twilio provides may
change without prior notice to you and that future versions of the SDK may
be incompatible with Applications developed on previous versions of the
SDK. You agree that Twilio may stop (permanently or temporarily) providing
the SDK (or any features within the SDK) to you or to users generally at
Twilio's sole discretion, without prior notice to you.

d. You agree that you will not engage in any activity with the SDK,
including the development or distribution of an Application, that
interferes with, disrupts, damages, or accesses in an unauthorized manner
the servers, networks, or other properties or services of any third party
including, but not limited to, Twilio or any telecommunications provider.

e. Nothing in this Agreement gives you a right to use any of Twilio's trade
names, trademarks, service marks, logos, domain names, or other
distinctive brand features.

f. You agree that you are solely responsible for (and that Twilio has no
responsibility to you or to any third party for) any breach of your
obligations under this Agreement, any applicable third party contract, or
any applicable law or regulation, and for the consequences (including any
loss or damage which Twilio or any third party may suffer) of any such
breach.

5. Intellectual Property Ownership and Feedback

a. You agree that Twilio or third parties own all legal right, title, and
interest in and to the SDK, including any Intellectual Property Rights
that subsist in the SDK. Twilio reserves all rights not expressly granted
to you in this Agreement. Except for the limited rights and licenses
expressly granted under this Agreement, nothing in this Agreement grants,
by implication, waiver, estoppel, or otherwise, to your or any third
party any Intellectual Property Rights or other right, title, or interest
in or to the SDK.

b. Twilio agrees that it obtains no right, title or interest from you (or
your licensors) under this Agreement in or to any Applications that you
develop using the SDK, including any Intellectual Property Rights that
subsist in those Applications.

c. If you or any of your employees or contractors send or transmit any
communications, materials, code, documentation, or other original works of
authorship (including any modifications) to Twilio by any form of
electronic or written communication, including but not limited to mail,
email, telephone, source code control systems, issue tracking systems, or
otherwise, suggesting or recommending changes to the SDK, including
without limitation, new features or functionality relating thereto, or any
comments, questions, suggestions, or the like ("Feedback"), Twilio is free
to use such Feedback irrespective of any other obligation or limitation
between the parties governing such Feedback. You hereby assign to Twilio
on your behalf, and on behalf of your employees, contractors and/or
agents, all right, title, and interest in, and Twilio is free to use,
Feedback without any attribution or compensation to any party, any ideas,
know-how, concepts, techniques, or other Intellectual Property Rights
contained in the Feedback, for any purpose whatsoever. Twilio is not
required to use any Feedback. For clarity, Feedback will not include any
code, documentation, or works of authorship, including the Intellectual
Property Rights embedded therein, which are (a) unrelated to the core
functionality of the Software or (b) conceived and/or developed by you (i)
prior to the date this Agreement is accepted by you, (ii) outside the
scope of this Agreement, or (iii) independently without the use of the
SDK.

6. Terminating this Agreement

a. This Agreement, as may be updated from time to time, will commence on the
date it is accepted by you and continue until terminated as set out below.

b. If you want to terminate this Agreement, you may do so by ceasing your
use of the SDK.

c. Without prejudice to any other rights, this Agreement shall terminate
automatically without notice from Twilio if:
i. your Services Agreement for use of the Twilio Services terminates; or
ii. you have breached any provision of this Agreement; or
iii. Twilio is required to do so by law or regulation; or
iv. Twilio decides to no longer provide the SDK or certain parts of the
SDK to users in the country in which you are resident or from which
you use the service, or the provision of the SDK or certain SDK
services to you by Twilio is, in Twilio's sole discretion, no longer
commercially viable.

d. When this Agreement terminates, all of the legal rights, obligations, and
liabilities that you and Twilio have benefited from, been subject to (or
which have accrued over time whilst this Agreement has been in force) or
which are expressed to continue indefinitely, will be unaffected by this
cessation.

7. DISCLAIMER OF WARRANTIES

a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR
SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT
WARRANTY OF ANY KIND FROM TWILIO.

b. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE
OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

c. TWILIO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE
IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TWILIO, ITS SUBSIDIARIES AND
AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY
OF LIABILITY FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER
OR NOT TWILIO OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE
BEEN AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES ARISING.

9. Indemnification

a. To the maximum extent permitted by law, you agree to defend, indemnify
and hold harmless Twilio, its affiliates and their respective directors,
officers, employees, and agents from and against any and all claims,
actions, demands, suits, or proceedings, as well as any and all losses,
liabilities, damages, costs and expenses (including reasonable attorneys'
fees) arising out of or accruing from (a) your use of the SDK or any
resulting Application you develop on the SDK; (b) any Application you
develop using the SDK that infringes any copyright, trademark, trade
secret, trade dress, patent, or other intellectual property right of any
person or defames any person or violates their rights of publicity or
privacy; and (c) your non-compliance with the terms of this Agreement.

10. Changes to this Agreement

a. Twilio may make changes to this Agreement as it distributes new versions
of the SDK. When these changes are made, Twilio will make a new version
of this Agreement available on the website where the SDK is made
available.

11. Additional Terms

a. Except as provided in this Agreement, this Agreement supersedes all prior
and contemporaneous agreements, oral and written, in relation to the SDK.
No oral or written information or advice given by Twilio, its agents or
employees will create a warranty or in any way increase the scope of the
warranties or obligations under this Agreement. Except as permitted in
Section 10 of this Agreement, no modification to this Agreement will be
legally binding unless set forth in writing and signed by you and Twilio.

b. You agree that Twilio's failure to enforce at any time any provision of
this Agreement or any other of your obligations does not waive Twilio's
right to do so later. And, if Twilio does expressly waive any provision
of this Agreement or any of your other obligations, that does not mean it
is waived for all time in the future. Any waiver must be in writing and
signed by you and Twilio to be legally binding.

c. If any court of law, having the jurisdiction to decide on this matter,
rules that any provision of this Agreement is invalid, then that
provision will be removed from this Agreement without affecting the rest
of this Agreement. The remaining provisions of this Agreement will
continue to be valid and enforceable.

d. You acknowledge and agree that each member of the group of companies of
which Twilio is the parent will be third party beneficiaries to this
Agreement and that such other companies will be entitled to directly
enforce, and rely upon, any provision of this Agreement that confers a
benefit on (or rights in favor of) them. Other than this, no other
person or company will be third party beneficiaries to this Agreement.

e. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU
MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND
REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON
DESTINATIONS, END USERS, AND END USE.

f. You will not assign or otherwise transfer this Agreement, in whole or in
part, without Twilio's prior written consent. Any attempt by you to
assign, delegate, or transfer this Agreement will be void. Twilio may
assign this Agreement, in whole or in part, without consent. Subject to
this Section 13(f), this Agreement will be binding on both you and
Twilio and both parties' successors and assigns.

g. This Agreement will be governed by and interpreted according to the laws
of the State of California without regard to conflicts of laws and
principles that would cause laws of another jurisdiction to apply. This
Agreement will not be governed by the United Nations Convention on
Contracts for the International Sale of Goods. Any legal suit, action or
proceeding arising out of or related to this Agreement or the SDK will be
instituted in either the state or federal courts of San Francisco,
California, and the parties each consent to the personal jurisdiction of
these courts.

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