Predictive and Generative AI/ML Features Addendum

Last Updated: October 31, 2024

This Predictive and Generative AI/ML Features Addendum (“Addendum”) is effective as of the date you (“Customer” or “you”) initially enable the applicable AI/ML Feature(s) (as defined below) within the applicable products and services provided by Twilio (as defined below) or its affiliates (“Services”). Twilio may update the terms of this Addendum from time to time, provided that Twilio provides Customer with reasonable prior written notice of any material updates. If Customer does not agree to the material updates to the terms of this Addendum, Customer will have the opportunity to discontinue its use of the applicable AI/ML Feature(s).

IF YOU DO NOT AGREE WITH THE TERMS OF THIS ADDENDUM, YOU SHOULD NOT ENABLE ANY AI/ML FEATURES WITHIN THE SERVICES.

This Addendum is between Customer and the Twilio entity that has entered into the agreement (“Twilio”) covering Customer’s use of the Services, including any terms applicable to the processing of personal data (“processing” and “personal data” each as defined below) set forth therein (collectively, “Agreement”), and forms part of the Agreement.

1. Definitions

“AI/ML Content” means (a) any Input (as defined below) that is processed (as defined below) through an AI/ML Feature or (b) any Output (as defined below) prompted or generated by such AI/ML Feature.

“AI/ML Feature(s)” means Twilio’s or a third party’s artificial intelligence or machine learning technology, as applicable, that (a) uses Input to predict outcomes or is capable of generating new content; (b) is included as part of the Services; and (c) is enabled by Customer within Customer’s account.

“AI/ML Features Documentation” means Twilio’s standard technical documentation for all AI/ML Features, the current version of which is available at https://www.twilio.com/docs.

“End User” means any user of (a) the Services or (b) any software application or other products and services provided by Customer and used in connection with Customer’s use of the Services under the Agreement.

“High Risk Activities” means any operation (a) of nuclear facilities, air traffic control, life support systems, or clinical purposes; (b) that is overseen by, or requires clearance or approval from, a regulatory authority; (c) that could lead to death, personal injury, or environmental damage; or (d) that constitutes high or unacceptable risk relating to the use of the applicable AI/ML Features under applicable law or regulation.

“Input” means any personal data or other data or information Customer provides to Twilio to be processed via an AI/ML Feature.

“Output” means any personal data or other data or information generated by an AI/ML Feature that is prompted by or generated from, as applicable, Input.

“personal data” means any data or other information relating to an identified or identifiable natural person or as otherwise defined or interpreted under applicable data protection law or regulation. 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 one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

“processing” (and “process”) means any operation or set of operations performed on AI/ML Content, or on sets of AI/ML Content, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.

“processor” means the entity which processes personal data, on behalf of the controller, where “controller” means a natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data, or as “processor” or “controller” are otherwise defined or interpreted under applicable data protection law or regulation.

“Twilio Acceptable Use Policy” means the Twilio Acceptable Use Policy, the current version of which is available at https://www.twilio.com/legal/aup.

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

2. Access to AI/ML Features.  Customer must actively choose to enable an AI/ML Feature if Customer elects to use such AI/ML Feature. Customer will ensure that AI/ML Content and Customer’s use of any AI/ML Feature comply with the Agreement, this Addendum, the Twilio Acceptable Use Policy, and the applicable AI/ML Features Documentation. All AI/ML Features are entirely optional and not required to use the Services.

3. AI/ML Features Use Restrictions.  Customer may not use an AI/ML Feature (a) to develop its own artificial intelligence products, services, features, or technology, or any machine learning models or technology; (b) to mislead anyone that an Output was solely human generated; and (c) for High Risk Activities.

4. AI/ML Content

4.1 Processing of AI/ML Content.  Customer and Twilio agree that Twilio and its affiliates will process personal data within AI/ML Content as a processor (a) in accordance with Customer’s instructions, as set forth in the Agreement and this Addendum; (b) as necessary to make available the AI/ML Feature to Customer, which includes detecting, investigating, and preventing security incidents, network exploits and abuse, and spam; and (c) as necessary to comply with applicable law or regulation.

4.2 Output.  AI/ML Features use emerging technology that may provide Output that is inaccurate, is offensive, poses a threat to public safety, or is not designed or intended to meet Customer’s needs, expectations, or legal, regulatory, or compliance obligations. Customer is solely responsible for reviewing, editing, and amending any Output before publishing, using, or relying on such Output. Due to the nature of artificial intelligence or machine learning technology, Output may not be unique, and an AI/ML Feature may generate the same or similar Output for other customers. Twilio does not guarantee the generation of Output by any AI/ML Feature.

5. Third Party AI/ML Technology.  Twilio may use artificial intelligence or machine learning technology provided by a third party (“Third Party Technology”) to provide some or all of the functionality for any AI/ML Features. By using an AI/ML Feature, Customer acknowledges and permits Twilio to disclose any Input, as determined by Twilio, in its sole discretion, with a Third Party Technology provider. AI/ML Features that use any Third Party Technology are identified in Exhibit A attached hereto. Customer will comply with the applicable Third Party Technology provider’s terms identified in Exhibit A attached hereto.

6. Consent Records and Audit.  Some AI/ML Features may provide automatic speech recognition technology, speech-to-text capabilities, or natural language understanding and involve the monitoring or capture of real-time transcription of End User communications by Twilio that requires informed consent from End Users in accordance with applicable law or regulation (“Consents”). Customer will obtain Consents prior to an End User’s use of, or interaction with, the applicable AI/ML Feature(s), maintain appropriate records of all Consents it has obtained, and promptly provide evidence of such Consents to Twilio upon Twilio’s written request. Twilio will have the right to audit Customer’s consent records upon thirty (30) days prior written notice, and Customer will reasonably cooperate with Twilio in connection with such audit.

7. Ownership.  As between the parties, (a) Twilio exclusively owns, or its Third Party Technology providers exclusively own, as applicable, all right, title, and interest in and to the AI/ML Features and (b) Customer exclusively owns all right, title, and interest in and to AI/ML Content that is unique solely to Customer.

8. Conflict.  In the event of any conflict or inconsistency between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum will prevail with respect to the use of any AI/ML Feature.

9. Survival.  The terms of this Addendum will survive the expiration or termination of the Agreement.

Exhibit A

Third Party Technology