Legal
Voice API Platform — Terms of Service
DRAFT — v0.1 (P0-M6.9). This is an engineering-team first pass, not the final contract. Compliance Counsel produces the final version before Phase 6 design-partner signup.
Effective Date: (to be set at launch)
1. Acceptance
By creating an account on, accessing, or using the Voice API Platform ("Service"), the entity identified during sign-up ("Customer," "you") agrees to these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.
If you do not agree to these Terms, do not use the Service.
2. The Service
The Service is a developer-first voice-AI platform providing: (a) APIs for placing and receiving voice calls; (b) a dashboard for account management; (c) optional rooms for WebRTC-based voice conversations; (d) optional voice-cloning tools; and (e) related developer tooling. The exact feature set available to Customer depends on Customer's plan and is described in the product documentation at `https://<ourdomain>.com/docs`.
3. Customer account and authorized users
Customer is responsible for:
(a) the accuracy of information provided during sign-up; (b) maintaining the security of Customer's API keys, session tokens, and other credentials; (c) all activity that occurs under Customer's account, whether or not authorized by Customer; and (d) notifying us promptly of any unauthorized access.
4. Acceptable use
Customer shall not, and shall not permit any Authorized User to:
(a) use the Service to make or facilitate calls that violate any applicable law, including without limitation the Telephone Consumer Protection Act ("TCPA"), state recording-consent laws, or do-not-call registries; (b) initiate outbound calls to phone numbers listed on the national Do Not Call Registry or any applicable state DNC list without documented prior express written consent of the called party; (c) record a call participant without the consent required by the law of each jurisdiction in which a participant is located (two-party consent where applicable); (d) generate, clone, or use a voice of any individual without obtaining written consent from that individual, unless the voice is entirely synthetic and not based on any identifiable person; (e) use the Service for fraudulent, threatening, harassing, defamatory, or deceptive communications; (f) use the Service to impersonate any person or entity, or to misrepresent the originating caller identity in violation of applicable caller-ID or STIR/SHAKEN rules; (g) attempt to probe, scan, or test the vulnerability of the Service or breach any security or authentication measures; (h) reverse engineer, decompile, or disassemble any portion of the Service except to the extent permitted by applicable law; or (i) use the Service to develop, train, or improve a competing voice AI service.
5. Customer warranties — telecom compliance
Customer warrants and represents that for every outbound call placed via the Service:
(a) Customer has obtained all consents required under the TCPA, state law, and any other applicable regulation, including where required "prior express written consent" for automated marketing calls; (b) Customer has performed, and continues to perform, DNC scrubbing at the frequency required by the applicable DNC regulation (at least every 31 days for the national registry); (c) if a recording is made, each call participant has given the consent required under the law of each participant's jurisdiction; (d) Customer will honor opt-out requests made by call recipients within the time window required by applicable law; (e) Customer will maintain records of consents, opt-outs, and DNC checks as required by applicable law and make them available to us within five (5) business days of a written request where needed to respond to a regulatory inquiry; (f) if Customer uses voice-cloning features, Customer has obtained written consent from every individual whose voice is cloned and will maintain those consent records.
6. Voice-clone consent
Customer acknowledges:
(a) The Service offers voice-cloning features that produce a synthetic voice resembling a real person. (b) Customer is solely responsible for obtaining the cloned individual's written consent covering the scope of Customer's intended use, including any commercial use. (c) Customer agrees to the Voice-Clone Consent Verification flow as offered within the Service and acknowledges that we may reject or suspend a voice clone that fails consent verification. (d) We may require Customer to re-verify consent for any clone we reasonably determine is at elevated risk of misuse.
7. Service availability
We target a monthly service availability of 99.9% for the public API and dashboard. Availability commitments, credits, and exclusions are described in the Service Level Agreement for Customer's plan, which is incorporated by reference into these Terms.
8. Fees, taxes, and payment
(a) Plans and fees. Fees are described at `https://<ourdomain>.com/pricing` and/or in Customer's order form. (b) Credits. Some usage is billed via prepaid credits that debit at the completion of the metered action (call minutes, messages, recordings, etc.). Credits are non-refundable except as required by law. (c) Overage. Customers on metered plans who exceed their included usage may be billed in arrears at the published overage rate. (d) Taxes. Fees are exclusive of all applicable taxes, duties, and similar governmental charges, which are Customer's responsibility. (e) Payment disputes. Customer must raise any fee dispute in writing within sixty (60) days of the invoice date, or waives the right to dispute.
9. Suspension and termination
We may suspend or terminate Customer's access to the Service, in whole or in part, upon written notice if:
(a) Customer materially breaches these Terms (including §4 Acceptable Use) and fails to cure the breach within ten (10) days of receiving notice, or in the case of a breach relating to TCPA, DNC, consent, or voice-clone obligations, immediately; (b) Customer fails to pay fees within twenty (20) days of the due date; (c) a telecom provider, payment processor, or regulator requires us to do so; or (d) we reasonably believe continued provision of the Service to Customer presents a legal, reputational, or operational risk.
Customer may terminate these Terms for convenience upon thirty (30) days' written notice.
Upon termination:
- Customer will no longer be able to access the Service.
- We will retain Customer data for thirty (30) days during which
Customer may request a data export (see §11).
- After thirty (30) days we will delete Customer data in accordance
with our data-retention schedule.
10. Confidentiality
Each party agrees to protect the other party's Confidential Information disclosed under these Terms using at least the same degree of care it uses to protect its own Confidential Information, but no less than a reasonable degree of care. Confidential Information does not include information that is (a) publicly known without breach of a confidentiality obligation; (b) lawfully obtained from a third party without restriction; or (c) independently developed without use of or reference to Confidential Information.
11. Customer data and privacy
Customer's use of the Service is subject to our Privacy Policy, which is incorporated by reference. Customer retains all right, title, and interest in Customer Data. Customer grants us a limited, non-exclusive license to use, copy, process, store, and transmit Customer Data solely as necessary to provide the Service, improve its reliability and security, and comply with applicable law or a legal process.
12. Security
We maintain administrative, physical, and technical safeguards reasonably designed to protect Customer Data. Customer is responsible for configuring the Service features appropriately (for example, rotating API keys, enabling MFA where available, and using the test-mode surface during development). A breach of Customer's own systems that results in the exposure of Customer's API keys or session tokens is not a breach of the Service.
13. Sub-processors
We engage certain third-party service providers to help us deliver the Service. A list of current sub-processors is published at `sub-processors.md`. We will provide reasonable notice of changes to this list.
14. Warranties and disclaimers
(a) We warrant that we will provide the Service in a professional manner consistent with generally accepted industry standards. (b) EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. (c) We do not warrant that the Service will be uninterrupted, error free, or secure, or that all Service defects will be corrected.
15. Indemnification
Customer will defend, indemnify, and hold us harmless from and against any third-party claim arising out of or relating to:
(a) Customer's use of the Service in breach of §4 Acceptable Use or §5 Customer Warranties; (b) Customer's failure to obtain or maintain any consent required by law (including TCPA, recording, or voice-clone consents); (c) content transmitted by Customer via the Service; or (d) Customer's breach of applicable law.
16. Limitation of liability
EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY OBLIGATIONS, OR A BREACH OF §4 ACCEPTABLE USE:
(a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOST PROFITS, LOST REVENUES, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
17. Changes to these Terms
We may update these Terms from time to time. Material changes will be notified to Customer at least thirty (30) days before they take effect. Continued use of the Service after the effective date of a change constitutes acceptance of the updated Terms.
18. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms will be resolved by binding arbitration in Wilmington, Delaware under the rules of the American Arbitration Association. Either party may seek injunctive relief in any court of competent jurisdiction for a breach of §4, §10, or intellectual property rights.
19. General
(a) Entire agreement. These Terms, together with the Privacy Policy and any order form, constitute the entire agreement between the parties regarding the Service. (b) Assignment. Customer may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all our assets. (c) Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions remain in effect. (d) Notices. Notices under these Terms must be in writing and will be deemed given when delivered to the addresses set forth in the order form (or, absent an order form, to the email address on Customer's account) or at `legal@<ourdomain>.com`. (e) No third-party beneficiaries. (f) Force majeure. Neither party is liable for any failure or delay caused by an event beyond its reasonable control (including telecom-carrier outages, acts of war or terrorism, or government action).
Contact: `legal@<ourdomain>.com` for questions about these Terms.