Telnyx AI Services Addendum

Telnyx AI-Enabled Services Addendum

This AI-Enabled Services Addendum ("AI Addendum") appends the Terms and Conditions and forms part of the "Agreement" (as defined therein). Except as expressly modified below, the Agreement (including the Terms and Conditions, Acceptable Use Policy, Privacy Policy, and Data Processing Addendum) apply in full to the AI Features described here. If there is a direct conflict, this AI Addendum controls only with respect to AI Features, provided that nothing in this Addendum reduces or limits any Telnyx rights or remedies under the Agreement. Capitalised terms not defined here have the meanings given in the Agreement.

BY ENABLING OR USING ANY AI FEATURE (THE FIRST DATE ON WHICH EITHER OCCURS, THE "EFFECTIVE DATE"), CUSTOMER AGREES TO BE LEGALLY BOUND BY THIS AI ADDENDUM, INCLUDING ANY UPDATES. PLEASE REVIEW THIS ADDENDUM CAREFULLY. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THIS AI ADDENDUM, CUSTOMER SHOULD NOT CLICK THE "ACCEPT" BUTTON AND SHOULD NOT USE ANY TELNYX AI FEATURE.

1. Definitions

AI Feature Any Telnyx functionality or service that uses artificial-intelligence (AI) or machine-learning (ML) technology to transform, transcribe, classify, predict or generate content. AI Features are a subset of the "Services."

Input Data Data or content that Customer (including its users or agents) submits to an AI Feature, including any personal data.

Output Data or content generated by an AI Feature in response to the Input (which may be identical or similar to content provided to other customers).

High-Risk Activities Operation of nuclear facilities, air-traffic control, life-support, medical diagnosis/treatment, autonomous vehicles or any activity where AI failure could lead to death, personal injury or severe environmental damage.

Third-Party Technology Any AI or ML model or service supplied by a third-party provider that Telnyx uses to power an AI Feature.

2. Data Processing

Customer grants Telnyx and its affiliates the right to process Input Data to develop, improve, and train Telnyx's products, services, and AI Features (e.g., speech recognition or natural language understanding) and any related models, including any models provided by third party service providers (collectively, "Permitted Purpose"). Customer agrees it has, and will continue to have, the right to disclose or provide access to Input Data to Telnyx and its affiliates for processing in accordance with this AI Addendum and the DPA. Customer grants Telnyx and its affiliates the right to process and retain any Output for the Permitted Purpose.

3. Activation and De-activation

Opt-In Required. AI Features are disabled by default. Customer must affirmatively enable the AI Feature in the Telnyx portal or via documented API before use.

Disabling. Where possible, Customer may disable any AI Feature at any time; disabling prevents new Input from being processed but does not affect Telnyx's rights for data previously processed.

4. Third-Party Technology

4.1 Sub-processing

Customer authorises Telnyx to transmit Input Data to, and receive Output from, the Third-Party Technology providers listed in Exhibit A (as amended from time to time) and/or Telnyx Subprocessors.

4.2 Flow-Down Terms

Customer will comply with any provider-specific terms linked in Exhibit A.

5. Data Use

5.1

Customer grants Telnyx a worldwide, non-exclusive, royalty-free licence to use, host, process and display Input Data and Output to: (i) provide and maintain the AI Features; (ii) secure and troubleshoot the Services; and (iii) improve Telnyx services, including training and tuning models.

5.2 Sensitive Data

Customer will not submit PHI (HIPAA), PCI card-holder data or other regulated data unless the parties have executed an applicable addendum (e.g., BAA) and Customer has appropriately configured the AI Feature for compliance.

6. Acceptable Use for AI Features

Customer and its end users shall comply with the AUP. Further, Customer and its end users will not use any AI Feature:

(a) in High-Risk Activities; (b) to develop, train or fine-tune competing AI models; (c) to mislead anyone into believing Output was created solely by a human; or (d) in any manner prohibited by the AUP.

7. End-User Consents (Voice / Audio)

Customer's obligations set forth in the Agreement regarding Transcription Services apply equally to every AI Feature that records, transcribes or analyses communications, including voice assistants, summarisation, sentiment analysis or voice cloning.

8. AI-Specific Disclaimer

Output is generated by probabilistic models and may be inaccurate, offensive or non-unique. Customer must independently review Output before publishing or relying on it and bears all risk arising from its use. Customer shall adhere and follow any applicable documentation with respect to any AI Feature.

9. Modifications to AI Features

Telnyx may modify, suspend or discontinue any AI Feature at any time.

10. Indemnification

Customer shall indemnify and hold harmless Telnyx against any and all claims, expenses, liabilities, losses or other damages (including attorneys' fees and expenses) resulting from the failure of Customer to comply with this Addendum.

11. Exhibit A – Third-Party AI Providers