COMPUTE SERVICES TERMS
Version 1.0
The following terms (as updated from time to time, the "Compute Services Terms") govern your ("Customer") purchase and use of Compute Services (defined below) from Telnyx LLC and its affiliates ("Telnyx") via Telnyx's portal or API.
These Compute Services Terms, together with Telnyx's Acceptable Use Policy (the "AUP", at telnyx.com/acceptable-use-policy), Telnyx's Privacy Policy (at telnyx.com/privacy-policy), the Telnyx Data Processing Addendum (the "DPA", at telnyx.com/legal/data-processing-addendum, as it may be updated from time to time), and any executed Service Orders, constitute the "Agreement." In the event of any conflict with respect to the processing of Personal Data (as defined in the DPA), the DPA controls in accordance with Section 12.1 of the DPA.
BY CREATING AN ACCOUNT OR USING ANY COMPUTE SERVICE, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.
1. Definitions
"Compute Services" means Telnyx inference and AI compute services that use artificial intelligence or machine learning to process, transform, transcribe, classify, generate, or synthesize content, including speech-to-text, text-to-speech, large language model inference, embedding generation, AI-powered voice agents, and related API endpoints. Compute Services do not include Regulated Services.
"AI Laws" means all laws, regulations and binding regulatory guidance, in any jurisdiction, governing the development, provision, deployment, transparency or use of artificial intelligence, including laws requiring disclosure of AI interaction or of AI-generated content, laws governing synthetic voice or likeness, and laws prohibiting or restricting specified AI practices.
"Input Data" means data or content that Customer submits to a Compute Service.
"Output" means data or content generated by a Compute Service in response to Input Data.
"Regulated Services" means any Telnyx service that involves voice termination or origination over the public switched telephone network ("PSTN"), SMS/MMS messaging, SIP trunking, telephone number provisioning or porting, E911 services, toll-free services, wireless/IoT connectivity, or any other service subject to regulation by the FCC, state public utility commissions, or equivalent regulatory authorities.
"Service Order" means any order form, SOW, or commitment schedule executed by the parties for Compute Services.
"Synthetic Content" means Output consisting of audio, image, video or text content that has been artificially generated or manipulated by a Compute Service.
"Third-Party Provider" means any third-party supplier of AI or machine-learning models, infrastructure, or services that Telnyx uses to deliver any Compute Service, including those identified in the "AI Services Sub-processors" section of the Telnyx Sub-processors List (as published and updated from time to time at telnyx.com/legal/subprocessors) (the "Sub-processors List").
2. Compute Services; License
2.1 License Grant. Telnyx grants Customer a non-exclusive, non-transferable, revocable right to access and use the Compute Services during the Term, solely in accordance with this Agreement and Telnyx's published documentation.
2.2 Permitted Use. Customer may use the Compute Services for its internal business purposes and, unless restricted in a Service Order, to provide value-added applications and services to its own end users, provided that Customer remains responsible for its end users' compliance with this Agreement.
2.3 Third-Party Providers.
(a) Certain Compute Services are powered in whole or in part by Third-Party Providers. Customer authorizes Telnyx to transmit Input Data to, and receive Output from, such Third-Party Providers as necessary to deliver the Compute Services.
(b) Telnyx does not make any representations or warranties on behalf of any Third-Party Provider, nor is Telnyx an agent of any Third-Party Provider. Each Third-Party Provider operates under its own terms, policies, and service levels. Telnyx shall not be liable for any acts, omissions, errors, interruptions, delays, data processing, data loss, model changes, deprecations, or failures of any Third-Party Provider, regardless of the cause.
(c) Third-Party Providers may modify, deprecate, or discontinue their models, capabilities, or APIs at any time. Telnyx may, without liability, substitute one Third-Party Provider for another, modify the Compute Services to accommodate changes in Third-Party Provider offerings, or discontinue a Compute Service feature if the underlying Third-Party Provider capability is no longer available on commercially reasonable terms.
(d) To the extent any Third-Party Provider imposes use restrictions, acceptable use policies, or other terms that are binding on downstream users, Customer shall comply with such terms. Applicable Third-Party Provider terms are identified in the Documentation (as defined in the DPA) or on the Sub-processors List. Customer's failure to comply with applicable Third-Party Provider terms shall constitute a breach of this Agreement.
(e) Certain fees charged by Third-Party Providers may be passed through to Customer. Any such pass-through charges will be identified on Telnyx's pricing page or in the applicable Service Order.
2.4 Dedicated Capacity. Where a Service Order allocates dedicated compute capacity to Customer, that allocation is a quantity of capacity and does not entitle Customer to any specific physical hardware. Subject to this Agreement (including the DPA), Telnyx may substitute, upgrade, reconfigure, or relocate the underlying hardware among its facilities and regions without Customer consent, provided Telnyx continues to make available capacity of equivalent or better class and performance. Capacity unavailable during scheduled or emergency maintenance does not reduce any committed amount or entitle Customer to any credit, refund, or termination right.
3. Interaction with Regulated Services
3.1 If Customer's use of any Compute Service involves, connects to, interfaces with, or is used in conjunction with any Regulated Service—whether provided by Telnyx or by a third party—then, in addition to these Compute Services Terms, the Telnyx Terms and Conditions of Service (at telnyx.com/terms-and-conditions-of-service) shall automatically apply and be incorporated by reference with respect to Customer's use of such Compute Service.
3.2 In the event of a conflict between such Terms and Conditions of Service and these Compute Services Terms with respect to the affected Compute Services, the Terms and Conditions of Service shall control.
3.3 If Customer later purchases Regulated Services directly from Telnyx, the Telnyx Terms and Conditions of Service shall automatically govern Customer's entire relationship with Telnyx, and these Compute Services Terms shall be superseded to the extent of any conflict.
4. Customer Obligations
4.1 Customer shall comply with the AUP and all applicable laws, including all applicable AI Laws. Customer shall not use Compute Services: (a) for High-Risk Activities (operation of nuclear facilities, air-traffic control, life-support, medical diagnosis or treatment without review by a licensed healthcare professional, autonomous vehicles, weapons or CBRN materials, disruption of critical infrastructure, or any use where AI failure could cause death, serious injury or severe environmental damage); (b) to mislead anyone into believing Output was created solely by a human, or to impersonate any natural person without that person's prior documented consent; (c) for any practice prohibited by applicable AI Laws, including unlawful emotion recognition or biometric categorization, or the generation or manipulation of non-consensual intimate content or child sexual abuse material; or (d) in any manner prohibited by the AUP.
4.2 Customer is responsible for: (a) the accuracy and legality of all Input Data; (b) obtaining all necessary consents from end users and data subjects, including consents required for recording, transcription, or analysis of communications; (c) independently reviewing Output before relying on or publishing it; and (d) securing its account credentials and API keys.
4.3 Customer shall not submit to Compute Services any data subject to HIPAA, PCI-DSS, or other special regulatory requirements unless the parties have executed an applicable addendum (e.g., BAA) and Customer has configured the Compute Service for compliance.
4.4 Where Customer uses a Compute Service for a use that is designated high-risk or subject to heightened obligations under applicable AI Laws, including decisions that produce legal or similarly significant effects concerning employment, credit, housing, insurance, education, healthcare or access to essential services, Customer shall: (a) comply with all obligations applicable to such use, including any human oversight, risk management, record-keeping and transparency requirements; (b) not use Output as the sole basis for any such decision; and (c) ensure that any Output constituting medical, legal, financial or other professional advice is reviewed by an appropriately qualified professional before use or reliance.
4.5 Where a Compute Service (including any voice assistant, AI agent or chatbot) interacts directly with natural persons, Customer shall ensure those persons are clearly informed, no later than the start of the interaction, that they are interacting with an AI system, to the extent required by applicable AI Laws or where the AI nature of the interaction would not otherwise be apparent to a reasonable person. Customer shall provide any disclosure required by applicable AI Laws that Synthetic Content has been artificially generated or manipulated. Customer shall not remove, disable, circumvent, strip or degrade any watermark, metadata, content credential or other machine-readable marking applied to Output by Telnyx or a Third-Party Provider, and shall preserve such markings in its downstream processing and distribution of Output where technically feasible.
4.6 Bandwidth, throughput, compute, storage, and API request volume (“Resources”) are provided for reasonable use in operating Customer’s applications. Resources are subject to usage thresholds Telnyx may publish and update in its documentation; dedicated capacity allocated under a Service Order is not subject to those thresholds but remains subject to the remainder of this Section 4.6. Customer shall not use Resources in a manner that, as reasonably determined by Telnyx, is disproportionate to similarly situated customers, imposes an unreasonable load on the Telnyx platform, or circumvents any rate limit, quota, or metering mechanism (including through use of multiple accounts); and shall not use Resources for cryptocurrency mining, public proxy, VPN, streaming or file-hosting services, standalone resale of bandwidth or compute, or load testing without Telnyx’s prior written consent. If Customer exceeds reasonable use, Telnyx may throttle or deprioritize Customer’s traffic, bill excess usage at then-current rates, require an appropriate plan upgrade, or suspend the affected Compute Services, with prior notice where practicable, and except as set forth in a Service Order Telnyx does not guarantee any minimum bandwidth, throughput, latency, or capacity.
5. Data Rights and Usage
5.1 Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in its Input Data.
5.2 License to Telnyx. Customer grants Telnyx a non-exclusive, worldwide, royalty-free license to use, process, and store Input Data and Output as necessary to: (a) provide and maintain the Compute Services; (b) comply with applicable law; and (c) secure and troubleshoot the Compute Services. This license includes the right to transmit Input Data to Third-Party Providers in accordance with Section 2.3. To the extent Input Data or Output contains Personal Data (as defined in the DPA), Telnyx processes it in accordance with the DPA.
5.3 No Training; Service Improvement. Telnyx will not use Input Data or Output to train or fine-tune artificial intelligence or machine learning models made available to anyone other than Customer, except (a) with Customer's prior opt-in in writing, or (b) using data de-identified in accordance with Section 3.5 of the DPA. Telnyx may use Input Data and Output to provide its products and services, subject to Sections 3.1 and 3.5 of the DPA. Third-Party Providers process Input Data and Output in accordance with their own terms as described in Section 2.3 of these Compute Services Terms and Section 4.8 of the DPA.
5.4 Output. Customer acknowledges that Output is generated by probabilistic models (including Third-Party Provider models) and may be inaccurate, non-unique, or similar to output provided to other customers. Neither Telnyx nor any Third-Party Provider guarantees the accuracy, completeness, or fitness of any Output.
5.5 Data Deletion. Upon termination, Customer may request deletion of its Input Data and associated Output. Telnyx will use commercially reasonable efforts to comply within thirty (30) days, except to the extent retention is required by law or for legitimate security/fraud-prevention purposes. Customer acknowledges that Telnyx cannot control the retention practices of Third-Party Providers, and any data previously transmitted to a Third-Party Provider is subject to that provider's data retention and deletion policies. For Input Data and Output containing Personal Data, retention and deletion are governed by the DPA (including Sections 3.6, 9 and 11 of the DPA), and where a Third-Party Provider processes Personal Data as a Sub-processor of Telnyx, Section 4 of the DPA (including Section 4.5) applies to that processing.
5.6 Output Marking. Telnyx may apply, or may rely on Third-Party Providers to apply, machine-readable markings to Synthetic Content at the point the Output is generated. Customer acknowledges that such markings may not survive transcoding, compression, editing, re-recording or transmission of Output over telephony networks or third-party platforms, and Telnyx makes no representation or warranty that any marking will persist beyond the Output as delivered by the Compute Service. Telnyx may change its marking methods, and the Third-Party Providers it relies on, at any time. Telnyx does not represent that any marking satisfies Customer's own obligations under AI Laws.
6. Fees and Payment
6.1 Customer shall pay all fees for Compute Services as set forth on the Telnyx pricing page or in a Service Order. Fees are in USD unless otherwise agreed. Fees may include pass-through charges from Third-Party Providers as described in Section 2.3(e).
6.2 Usage-based charges are billed in arrears. Customer shall maintain a positive balance on deposit or an approved payment method sufficient to cover charges when incurred. Telnyx may suspend Compute Services if Customer's balance is insufficient.
6.3 Customer is responsible for all applicable taxes. Billing disputes must be submitted in writing within thirty (30) days of the invoice date.
6.4 Telnyx may change pricing for Compute Services at any time.
7. Term and Termination
7.1 This Agreement is effective on the date Customer first creates an account or uses a Compute Service. Unless a Service Order specifies a committed term, either party may terminate this Agreement for convenience upon thirty (30) days' written notice.
7.2 Either party may terminate this Agreement or any Service Order immediately on written notice if the other party commits a material breach and fails to cure within thirty (30) days of written notice specifying the breach.
7.3 Telnyx may suspend or terminate Compute Services immediately if: (a) Customer fails to pay amounts when due; (b) Customer's use poses a security risk or violates the AUP; (c) required by law, regulation, or a Third-Party Provider; or (d) a Third-Party Provider discontinues or materially restricts the underlying service powering a Compute Service.
7.4 Upon termination, Customer shall immediately cease using the Compute Services and pay all accrued charges.
8. Intellectual Property
8.1 Telnyx retains all right, title, and interest in the Compute Services, the Telnyx platform, and all underlying technology, models, and documentation.
8.2 Customer retains all right, title, and interest in its Input Data and any applications, workflows, or products Customer builds using Output, subject to the licenses granted herein.
8.3 Nothing in this Agreement transfers ownership of either party's pre-existing intellectual property to the other.
9. Disclaimers
THE COMPUTE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TELNYX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TELNYX DOES NOT WARRANT THAT THE COMPUTE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE. WITHOUT LIMITING THE FOREGOING, TELNYX MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, AVAILABILITY, ACCURACY, RELIABILITY, OR DATA HANDLING PRACTICES OF ANY THIRD-PARTY PROVIDER, AND TELNYX EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO THE ACTS, OMISSIONS, ERRORS, INTERRUPTIONS, OR DATA PROCESSING OF ANY THIRD-PARTY PROVIDER.
10. Limitation of Liability
10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA, REGARDLESS OF THE FORM OF ACTION.
10.2 EXCEPT FOR (A) CUSTOMER'S BREACH OF SECTION 4 (CUSTOMER OBLIGATIONS), (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, AND (C) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3 FOR THE AVOIDANCE OF DOUBT, TELNYX'S LIABILITY UNDER THIS AGREEMENT SHALL NOT INCLUDE, AND TELNYX SHALL HAVE NO LIABILITY FOR, ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM OR RELATED TO: (A) THE ACTS, OMISSIONS, ERRORS, OUTAGES, OR DATA PROCESSING OF ANY THIRD-PARTY PROVIDER; (B) CHANGES TO, DEPRECATION OF, OR DISCONTINUATION OF ANY THIRD-PARTY PROVIDER MODEL OR SERVICE; OR (C) INACCURACIES, ERRORS, OR OMISSIONS IN ANY OUTPUT GENERATED BY A THIRD-PARTY PROVIDER MODEL. CUSTOMER'S SOLE REMEDY FOR DISSATISFACTION WITH A THIRD-PARTY PROVIDER IS TO CEASE USING THE AFFECTED COMPUTE SERVICE.
11. Indemnification
11.1 Customer shall indemnify and hold harmless Telnyx from and against any third-party claims arising from: (a) Customer's Input Data or use of Output; (b) Customer's breach of this Agreement or any applicable Third-Party Provider terms; or (c) Customer's violation of applicable law, including failure to obtain required consents.
11.2 Telnyx shall indemnify and hold harmless Customer from and against any third-party claims alleging that the Compute Services (excluding Customer's Input Data, Output, and any Third-Party Provider technology) infringe such third party's intellectual property rights, provided Customer promptly notifies Telnyx and gives Telnyx control of the defense.
11.3 For the avoidance of doubt, Telnyx's indemnification obligation under Section 11.2 does not extend to claims arising from or related to Third-Party Provider models, services, or output. Any intellectual property claims relating to Third-Party Provider technology are solely between Customer and the applicable Third-Party Provider.
12. Confidentiality
Each party agrees to hold the other's Confidential Information in confidence and not to disclose it except to employees and contractors with a need to know. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party. This obligation survives for three (3) years after disclosure.
13. General
13.1 Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles.
13.2 Dispute Resolution. Any dispute that cannot be resolved between the parties shall be submitted to binding arbitration in Austin, Texas under AAA rules. The parties waive any right to class or representative actions.
13.3 Modifications. Telnyx may update these Compute Services Terms by posting an updated version and providing thirty (30) days' notice. Customer's continued use of Compute Services after the notice period constitutes acceptance.
13.4 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger or acquisition.
13.5 Publicity and Marks.
(a) Customer hereby grants Telnyx a limited, non-exclusive, revocable, royalty-free license to display Customer's name and logo solely to identify Customer as a Telnyx customer, including on Telnyx's website customer list and in presentations to prospective customers. This license does not extend to case studies, press releases, detailed descriptions of Customer's use case, or any other promotional materials that go beyond identifying Customer as a customer.
(b) Unless otherwise agreed, Customer may revoke the license in Section 13.5(a) at any time by providing written notice to Telnyx. Upon receipt, Telnyx will remove Customer's name and logo within thirty (30) days.
(c) Any use of either party's name, logo, or trademarks beyond the scope of Section 13.5(a)—including case studies, press releases, joint marketing materials, or endorsements—requires the prior written consent of the party whose marks are being used.
13.6 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including, without limitation, outages or failures of Third-Party Providers.
13.7 Entire Agreement. This Agreement (including the AUP, Privacy Policy, the DPA, and any Service Orders) constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof.
13.8 Severability. If any provision is held unenforceable, the remaining provisions shall continue in full force.
13.9 Survival. Sections 2.3 (Third-Party Providers), 3 (Interaction with Regulated Services), 5, 6, 8, 9, 10, 11, 12, and 13 survive termination.
