Last Updated: August 21, 2020
Please read these Terms of Service carefully.
This agreement (the Twilio Product Agreement) is between you and Keller Williams Realty, Inc. (“we” or “us”). for the use of Twilio, Inc. products offered through the KW Marketplace (the Services). These terms are in addition to the terms of service between us and you for kw.com, KW Command (also known as Command or Keller Command), KW Marketplace or Keller Cloud (KW Command TOS) as well as any specific terms of service that you may enter into with Twilio directly. If there is any conflict between these terms and your KW Command TOS these terms shall prevail.
By using the Services, you are bound by the terms of this Agreement and any changes to it. References to “you” and “your” in this Agreement mean both the individual using the Services and to any business organization you represent, are employed by, or a member of.
1.Changes. We may change this Agreement by notifying you by any reasonable means, including posting a revised Agreement through the Services. The “Last Updated” legend shows when this Agreement was last changed.
2. Regulatory Compliance You agree to comply with all applicable federal, state and local laws and rules, including but not limited to, the Telephone Consumer Protection Act (TCPA) and all Do Not Call (DNC) lists, and you affirm that you will not (1) contact any numbers on a Do Not Call list or (2) use any automated voice or prerecorded messages. YOU UNDERSTAND THAT IF YOU VIOLATE THE TCPA OR THE DNC RULES YOU FACE POTENTIALLY CATASTROPHIC LEGAL DAMAGES FOR WHICH YOU, AND NOT US, ARE SOLELY RESPONSIBLE AND LIABLE. We suggest that you consult your legal advisor to determine if your telemarketing practices comply with the TCPA and DNC rules.
3. Your Conduct. In addition to the other requirements in this Agreement, you must not:
4. Keller Williams’ Proprietary Rights. We and our suppliers own the Services, which are protected by proprietary rights and laws. Our trade names, trademarks and service marks include Keller Williams, KW and any associated logos. All trade names, trademarks, service marks, logos, copyrightable works and other content, information, and materials on or made available through the Services that are not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting any right to use any trade names, trademarks, service marks, logos, copyrightable works or other content, information, and materials without the express prior written consent of the owner.
5. Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND AND WE DO NOT PROVIDE ANY WARRANTY THAT THE SERVICES WILL BE FREE FROM ERRORS OR INTERRUPTION. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ANY WARRANTIES THAT YOU RECEIVE FROM TWILIO ARE BETWEEN YOU AND TWILIO NOT KWRI.
6. Limitation of Liability. NEITHER WE NOR OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”) WILL BE LIABLE FOR: (A) ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COST OF COVER, OR PUNITIVE DAMAGES; OR (B) AGGREGATE LIABILITY OF ALL AFFILIATED ENTITIES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEEDING THE GREATER OF (I) THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CAUSE OF ACTION FOR DAMAGES, OR (II) FIFTY DOLLARS ($50.00). UNLESS OTHERWISE PROVIDED IN YOUR AGREEMENT WITH TWILIO, YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES (INCLUDING ANY APPS OR THIRD PARTY MATERIALS) IS TO STOP USING THE SERVICES. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH US AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
7. Indemnity. You will defend, indemnify and hold harmless us and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees and expenses) arising out of or relating to: (a) your use of, or activities in connection with, the Services INCLUDING WITHOUT LIMITATION VIOLATION OF THE TCPA OR DNC RULES; and (b) any violation or alleged violation of this Agreement by you.
8. Governing Law; Arbitration. This Agreement and your activities under it, are governed solely by and shall be construed solely in accordance with the laws of the United States and the State of Texas, U.S.A., without regard to its principles of conflicts of law regardless of your location.
9. Information or Complaints. If you have a question or concern regarding the Services, please send an e-mail to email@example.com. You may also call Twilio at (855) 576-7443. Please note that e-mail communications are not necessarily secure. Accordingly, you should not include personal or payment information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
10. Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (DMCA) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available through the Services infringe your copyright, you (or your agent) may send us a written notice by mail, e-mail or fax, requesting that we remove such material or disable access to it. If you believe in good faith that someone has wrongly submitted to us a notice of copyright infringement involving content that you made available through the Services, you may send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See https://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to our Designated Agent as follows:
Keller Williams Realty, Inc.
1221 S. Mopac Expressway, Suite 110
Austin, Texas 78746
Telephone: (512) 327-3070
We suggest that you consult your legal advisor before sending a DMCA notice or counter-notice. It is our policy to terminate, in appropriate circumstances, a user’s right to use the Services if we decide they are repeat infringers.
11. Miscellaneous. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer, or sublicense any of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any other breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein and any addenda hereto, is the entire agreement between you and us regarding its subject matter, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links) to the most recent e-mail address that you have provided to us, or by regular mail to the most recent mailing address that you have provided to us. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for any failure to fulfill any obligation due to any cause beyond our reasonable control.