This Twitter Access Agreement ("Agreement") is between you, as defined in the accompanying Twitter Access Adoption Letter (the “Company”) and Twitter International Company, a private company under the laws of Ireland, with its registered address at One Cumberland Place, Fenian Street, Dublin 2, Ireland ("Twitter")

Twitter and Company may be referred to individually as a “Party” and collectively as “Parties.”


WHEREAS, Company operates a mobile phone voice and data network in Territory; 

WHEREAS, Twitter owns and operates the Twitter Applications, which are accessible by users who have access to mobile data networks via mobile phone web browsers or native applications on their devices; 

WHEREAS, Company desires to offer access to the Twitter Applications to its Subscribers (as defined below) via specific mobile data packages that include access to the Twitter Applications;  

WHEREAS, Twitter desires to collaborate with Company to market Twitter and the Twitter Applications to Company’s Subscribers by allowing Company to use the Twitter Brand Resources solely for such purposes. 

WHEREAS, the parties are entering into this agreement in accordance with principles of net neutrality.

NOW, THEREFORE, in furtherance of the foregoing Recitals and in consideration of the mutual covenants and obligations set forth in this Agreement, Twitter and Company hereby agree as follows: 

1. Definitions. 

1.1 "Confidential Information" means information disclosed by one Party to the other Party under this Agreement that is marked as confidential or that reasonably would, under the circumstances, be considered confidential or proprietary information. Confidential Information shall also include trade secrets and know-how which either party has created and uses as part of its business operations. Confidential Information does not include information that the recipient already knew, or that becomes public through no fault of the recipient, or that was developed independently by the recipient, or that was given rightfully to the recipient by another party. 

1.2 “Data Packs” mean non-fee or fee-based bundle or other packaged data access to Twitter Application(s) offered to Subscribers. 

1.3 “Data Pack Promotion” means marketing and promotion of Data Packs that may be carried out by Company as described in Section 3. 

1.4 “Intellectual Property Rights” means any rights existing under copyright, trademark, patent, trade secret or any other applicable intellectual property law.

1.5 “IP addresses” means internet protocol addresses.

1.6  “Subscribers” mean persons who have signed legally binding contracts with Company for mobile data and messaging services.   

1.7 “Territory” is as defined in the accompanying Twitter Access Adoption Letter.  

1.8 “Tweets” mean user-generated posts and content posted by users of the Twitter Applications. 

1.9 “Twitter Applications” mean the applications, and related interfaces, provided or identified to Company by Twitter to provide end users access to Twitter’s offerings through various services, operating systems and platforms, which shall include access via Internet browsers available at the following URL:

1.10 “Twitter Brand Guidelines” means the then-current usage requirements for the Twitter Brand Resources set forth at the following URL: and usage requirements for any future Twitter Brand Resources and that may be updated by Twitter from time to time in its sole discretion. 

1.11 “Twitter Brand Resources” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Twitter, as provided to Company by Twitter. 

1.12 “Twitter Privacy Policy” means the then-current policies set forth at the following URL: and that may be updated from time to time. 

1.13 “Twitter User” means a user of the Twitter Applications. 

2. Offering of Data Packs. 

2.1 Company is permitted to offer access to the Twitter Applications to its Subscribers, or segments thereof, via Data Packs. 

2.2 Twitter will provide Company with appropriate technical support via static IP addresses to offer and promote the Data Packs.

2.3  Twitter shall provide the Company with a list of its IP addresses to be used for the purposes of offering the Data Packs pursuant to this agreement and will notify the other of any changes to those addresses.

2.4 Company will provide to Twitter analysis of and key metrics related to the performance of the business relationship created hereunder. The specific metrics to be provided will be mutually agreed upon by the Parties. The metrics will include but not be limited to an exhibit of the number of users and the frequency of such users’ Twitter usage. 

3. Promotion of Data Packs.

3.1 Company is permitted but not obligated to promote the Data Packs during the Term by undertaking the following marketing activities: 

(a) sending SMS, Push or other such text message(s) to Subscribers; 
(b) displaying product banners and running periodic takeovers of its website to promote Twitter Applications; 
(c) displaying posters at key retail outlets and other point of sale; 
(d) issuing a press release about the Data Pack offering; and
(e) posting online comments and Tweets promoting the Data Packs via the Company Twitter account and other applicable communities and sub-brand pages.

3.2 The optional marketing activities set out at 3.1 above can be expanded upon and/or amended by the parties upon mutual agreement via email at any time. 

3.3 All marketing, advertising, copy, collateral and other materials shall be provided to Twitter for review and must be mutually agreed upon prior to publication. 

4. Twitter Licenses. 

4.1 License to Twitter Brand Resources. Subject to the terms and conditions of this Agreement and Company’s compliance with the Twitter Brand Guidelines (as conditions to the grant below), Twitter grants to Company a non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable license in the Territory during the Term to display the Twitter Brand Resources solely for the purpose of identifying and marketing the Data Pack as contemplated herein. The Twitter Brand Resources may not be included in or as part of Company’s registered corporate name, logos or in any product or service name and/or used by Company in a manner that creates a sense of endorsement, sponsorship, or false association with Twitter. All use of the Twitter Brand Resources, and all goodwill arising out of such use, will inure to Twitter’s benefit. 

4.2 Restrictions.  Except as otherwise provided herein or expressly agreed to by Twitter, Company will not, and will not allow a third party to: (a) sell, lease, license, sublicense, assign, distribute or otherwise transfer or encumber in whole or in part the Twitter Brand Resources; (b) provide, make available to, or permit use of the Twitter Brand Resources in whole or in part by, any third party; or (c) modify or create derivative works based upon the Twitter Brand Resources.

4.3 Reservation of Rights. The Twitter Brand Resources are licensed, not sold.  Except for the limited license rights expressly granted in this Section, all other Twitter rights are reserved and Twitter retains all rights in the Twitter Brand Resources and all Intellectual Property Rights therein. Company as the licensee agrees to cooperate fully and in good faith with Twitter as the licensor for the purpose of securing and preserving Twitter’s rights, title, interest and ownership in and to the Twitter Brand Resources or any part thereof.

5. Privacy; Security. 

5.1 Privacy. Company will maintain and comply with a privacy policy for the protection of information regarding end-users that access Twitter Services through the Twitter Application(s) that is no less protective of such information than the Twitter Privacy Policy. Each Party shall comply with all privacy and data protection laws, rules and regulations applicable to it hereunder. 

5.2 Security. Company acknowledges and agrees that it shall use industry standard security practices at all times to ensure that the Twitter Brand Resources are not disclosed to or accessible by unauthorised third parties at any time.

6. Warranties and Disclaimer. 

6.1 Twitter Warranty. Twitter warrants that it has full power and authority to enter into this Agreement, and that it has the requisite Intellectual Property Rights to grant the licenses to Company in this Agreement. Company’s sole remedy for any breach of this warranty by Twitter is set forth in Section 8.1.

6.2 Company Warranty. Company warrants that it has full power and authority to enter into this Agreement, that it shall comply with its obligations under Section 5, that it has the requisite Intellectual Property Rights to perform its obligations in this Agreement, and that it shall comply with any laws applicable to its performance hereunder. 

6.3 Disclaimer. Except for the express warranties made by the parties in this Section 6, the Parties disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, and non-infringement, concerning the subject matter of this agreement; any warranty regarding the Twitter Applications and any content available therein or therefrom, including without limitation that the Twitter Applications and such content will meet Company’s requirements or will be uninterrupted or error free; and any warranty regarding Company’s mobile network or its availability. This disclaimer of warranty may not be valid in some jurisdictions and each party may have warranty rights under law which may not be waived or disclaimed.  Any such warranty extends only for thirty (30) days from the effective date.

7. Limitation on Liability. 

7.1 Limitations. In no event will either party be liable to the other for any indirect, special, incidental, exemplary, punitive or consequential damages or any loss of use, data, business profits or goodwill arising out of or in connection with this agreement and whether or not the party has been advised of the possibility of such loss or damage. Twitter shall not be liable to Company for any content posted by a user of the Twitter applications, and Twitter is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the Twitter Applications. Company shall not be liable to Twitter for any claim based on the reliability and/or availability and/or functionality of Company’s mobile network or for any user generated information/ data that might be transmitted through the use of Company’s mobile network. In any case, Twitter’s aggregate liability for any and all claim(s) arising out of or related to this agreement will not exceed five hundred euro (€500). 

7.2 Exceptions to Limitations. The foregoing limitations shall not apply to breaches of confidentiality obligations under Section 9, each party’s indemnification obligations set out in this Agreement, particularly as set out under Section 8 or infringement or misappropriation of the other Party’s intellectual property rights, including without limitation, breaches by Company of Section 4.2.

7.3 No Content Liability.  Twitter will have no liability whatsoever with regard to the content of the Twitter Applications and such content is provided to Company “As Is”, “As Available”, With All Faults.

7.4 The foregoing limitations, exclusions and disclaimers shall apply to any and all claims, Regardless of whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not the party has been advised of the possibility of such loss or damage.  Insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law.  The parties agree that the limitations on liabilities set forth herein are agreed allocations of risk and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy.

7.5 Notwithstanding the exclusions to liability set out in this Section 7, neither Party excludes liability for: 

(a) death or personal injury caused by its negligence or the negligence of its officers, employees, contractors or agents; 
(b) fraud or fraudulent misrepresentation;
(c) failure to have good and proper title to its Intellectual Property Rights;
(d) any other liability that cannot be excluded by law.

8. Indemnification.

8.1 Twitter. Twitter will defend or, at its option, settle any third party claim, lawsuit or proceeding brought against Company to the extent arising out of any breach or claimed breach of such third party’s intellectual property rights by the Twitter Brand Resources  Notwithstanding the foregoing, in no event will Twitter have any obligations or liability under this Section 8.1 arising from: (a) modifications of the Twitter Brand Resources by any party other than Twitter; and (b) combination of the Twitter Brand Resources with any other products or materials; (c) Twitter’s compliance with Company’s specifications or directions; or (d) failure to obtain required approvals or failure to use the proper or updated Twitter Brand Resources (“Excluded Claims”). 

8.2 Remedies.  In addition, if the third party claim results, or in Twitter’s reasonable opinion is likely to result, in an adverse ruling, then Twitter will, at its expense and sole option, (a) obtain a right for Company to continue using the Twitter Brand Resources at issue; (b) modify such Twitter Brand Resources to be non-infringing; (c) replace such Twitter API or Twitter Marks with a non-infringing substitute; or (d) provide a reasonable depreciated refund for the allegedly infringing Twitter Brand Resources.  

8.3 Company.  Company will defend, or at its option settle, any third party claim, lawsuit or proceeding brought against Twitter to the extent arising out of: (a) Company’s use of the Twitter Brand Resources other than as expressly allowed by this Agreement; (b) any Company Product; (c) the Excluded Claims; (d) Company’s breach or claimed breach of Section 6.2; or (e) breach of its obligations under Section 10. Anti-Bribery.

8.4 Procedures.  Each Party’s indemnification obligations under this Section 8 shall be conditioned on (a) the Party seeking indemnification (“Indemnitee”) giving the other Party (“Indemnitor”) prompt written notice of any claim; (b) Indemnitor being given the option to assume sole control over the defence and settlement of such claim; and (c) Indemnitee providing Indemnitor with reasonable assistance in such defence and settlement, at Indemnitor’s expense. Neither Party  will agree to any settlement of any claim without the other Party’s prior express written consent regardless of whether or not such settlement releases the other Party from any obligation or liability. This Section 8 states each Party's exclusive remedies for any third party claim or action, and nothing in this Agreement or elsewhere will obligate either Party to provide any greater indemnity to the other.

9. Confidentiality. 

9.1 Confidentiality Obligations. Each Party may only use the other Party’s Confidential Information as necessary in exercising its rights and obligations under this Agreement.  Each Party agrees to protect the Confidential Information of the other Party from unauthorised use, access or disclosure in the same manner that it would protect its own confidential and proprietary information of a similar nature, and in no event less than a commercially reasonable degree of care.  The recipient of Confidential Information will not disclose the Confidential Information except to its affiliates, directors, officers, employees, and agents who need to know it and who have agreed in writing to keep it confidential. The recipient, its affiliates, directors, officers, employees, and agents may use Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to protect it. The recipient may also disclose Confidential Information only to the extent required by law after giving reasonable notice to discloser to enable the discloser to limit or prevent the disclosure. Neither party should disclose the terms of this Agreement to any third party without the express prior written approval of the other.

9.2 Publicity. Neither Party may make any public statement regarding the contents or existence of this Agreement without the other’s prior written approval, which approval will not be unreasonably withheld. 

10. Anti-Bribery.

10.1 In conformity with the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act of 2010, the Irish Criminal Justice (Corruption Offences) Act 2018 and any applicable anti-bribery or anti-corruption laws, regulations and rules either national, foreign, state, federal or local (the “Bribery Laws”), the Company shall comply with all applicable laws administered by US OFAC or any other Governmental Entity imposing economic sanctions and trade embargoes ("Economic Sanctions Laws") against designated countries ("Embargoed Countries"), entities, and persons (collectively, "Embargoed Targets"). The Company is not an Embargoed Target or otherwise subject to any Economic Sanctions Law.  The Company shall not (a) offer or promote the Data Packs to an Embargoed Target or (b) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law. Twitter is entitled to: (a) suspend performance of the Agreement; and/or (b) immediately terminate, where in its sole opinion, performance of the Agreement would result in a breach of Economic Sanctions Laws; or where Company becomes an Embargoed Target or otherwise subject to any Economic Sanctions Law.

10.2 Company and its personnel shall not directly or indirectly (i) make any offer, payment, promise to pay, or authorise payment, or offer a gift, promise to give, or authorise the giving of anything of value for the purpose of influencing an act or decision of an official of any government (including a decision not to act) or any other person, or inducing such official or person to use his influence to affect any such act or decision in order to assist Twitter or Company in obtaining, retaining, or directing any business or (ii) take any other action that causes a violation of Bribery Laws. Company shall impose on any person engaged by or associated with the Company who is performing services in connection with this Agreement a written contract on terms equivalent to those imposed on Company under this Section 10 (“Bribery Terms”). Company shall remain responsible for the observance and performance by such persons of the Bribery Terms, and shall be directly liable to Twitter for any breach by such persons of any of the Bribery Terms. Company must provide Twitter with immediate notice (within one (1) business day) of a breach or alleged breach of any Anti-Bribery Laws related to the Services.

11. Term and Termination. 

11.1 Term. This Agreement will be effective as of the Effective Date and remain effective for one year thereafter (the “Initial Term”). The Agreement will automatically be extended for additional twelve month periods (the “Renewal Term”) unless either Party gives the other prior written notice of termination at least thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term. The Initial Term and each Renewal Term will be collectively referred to as the “Term.” 

11.2 Termination for Breach. Either Party may terminate this Agreement due to a material breach by the other Party upon ten (10) days written notice to the breaching Party. During this ten (10) day notice period, the breaching Party may remedy the breach. If the breach is not remedied, this Agreement will terminate at the end of the ten (10) day period. 

11.3 Termination for Convenience. Either Party may terminate this Agreement for convenience and for any or no reason upon forty-five (45) days prior written notice. 

11.4 Effect of Termination. Upon expiration or termination of this Agreement: (a) all rights and licenses granted hereunder will immediately cease; (b) Company will use commercially reasonable efforts to destroy all copies of any Twitter Brand Resources in Company’s possession and will certify as such to Twitter upon Twitter’s request; and (c) each Party will use reasonable efforts to destroy all copies of any Confidential Information of the other Party in its possession other than Confidential Information held in the ordinary course of business, either information already held in such Party’s IT back-up systems or in records held for purposes of legal or regulatory compliance provided that the confidentiality obligations under Section 9 shall continue to apply to that Confidential Information. Neither Party will be liable to the other for any damages resulting solely from termination of this Agreement as permitted for under this Agreement.

11.5  Survival. Sections 4.2, 4.3, 5, 6, 7, 8, 9, 11.5 and 12 shall survive any termination of this Agreement. 

12. Miscellaneous. 

12.1 Notices. Except as otherwise expressly provided herein, all notices must be in writing and addressed as follows: 

If to Twitter: Twitter International Company, Attn: Legal Department, One Cumberland Place Fenian Street Dublin 2, Ireland or via email to Twitter at the email address

If to Company:  to the registered address of the Company set out in the accompanying Twitter Access Adoption Letter. 

Notice will be deemed given (a) when verified by written receipt if sent by personal courier, overnight courier, or registered postal mail; or (b) when verified by automated receipt or electronic logs in the case of notices to Twitter. 

12.2 Assignment. Should the Company wish to assign any of the interests, rights or obligations granted hereunder, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether the merging party is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, it must provide Twitter with fourteen (14) days written notice to the email address Should Twitter not be agreeable to the attempted assignment, it may immediately terminate this Agreement without notice. If an assignment is permitted, this Agreement shall be binding upon the Company’s successors and assigns. Twitter can assign any of its rights or obligations granted hereunder, at Twitter’s discretion, to any of Twitter’s affiliates. 

12.3 Force Majeure. Neither Party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, pandemic (including Covid-19), act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the Party's reasonable control. 

12.4 No Waiver. The waiver by either Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by that Party. No waiver by either Party of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorised by such Party.

12.5 Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

12.6 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture. Company acknowledges that Twitter may enter into similar promotional activities with entities similar to Company and in the same Territory, and Company agrees that entering into this Agreement does not constitute an exclusive relationship between Company and Twitter.

12.7 Right to Preliminary and Injunctive Relief. Company agrees that money damages would be an inadequate remedy for Twitter in the event of a breach or threatened breach of the provisions in this Agreement protecting Twitter’s intellectual property, and that in the event of such a breach or threat, Twitter, in addition to any other remedies to which it is entitled, is entitled to such preliminary or injunctive relief without providing proof of damage and specific performance as may be appropriate to preserve all of Twitter’s rights.

12.8 Governing Law. This Agreement will be governed by and construed in accordance with the laws of Ireland without regard to or application of conflicts of law rules or principles. Any dispute relating to this Agreement shall be exclusively settled by the Irish courts. 

12.9 Entire Agreement. This Agreement and the accompanying Twitter Access Adoption Letter constitute the Parties’ entire agreement relating to its terms and the subject matter herein and supersede any prior or contemporaneous oral or written agreements or communications on these subjects. If any terms contained in any click-through or other agreements not referenced herein between the parties are inconsistent or conflict with any terms herein, this Agreement will control.