Last updated: August 19, 2026

Walnut AI Features – Terms & Conditions

This Artificial Intelligence (“AI”) Addendum (“AI Addendum”) is an integral part of, and is incorporated by reference into, the Master Services Agreement together with any applicable ordering documents and any other agreement(s) governing the access to and use of the Services, between the applicable Walnut entity (“Walnut”) and the Customer (as defined therein), as from time to time amended or renewed (including any order forms, purchase orders, amendments, renewals, or service expansion issued thereunder, the “Agreement”). In the event of any conflict between the terms of this AI Addendum and the Agreement, the terms of this AI Addendum shall prevail solely with respect to the use of Walnut AI Features. Capitalized terms not defined in this AI Addendum have the meanings given to them in the Agreement.

This AI Addendum governs Customer’s access to and use of:

1. Any Walnut offered AI features, tools, capabilities, including generative AI, conversational AI, Agents or otherwise, whether now or hereafter offered or in existence, either owned and developed by Walnut or licensed through Third-Party Providers (collectively “Walnut AI Features”); and 
2. Use, publish and implement any Output.

Please read these terms carefully. By using Walnut AI Features, you agree to this AI Addendum. If you do not agree or do not have the authority on behalf of your organization to agree, you are not permitted to use Walnut AI Features. This AI Addendum constitutes a legally binding contract between Customer and Walnut. This AI Addendum shall automatically apply to all future Agreements or services involving AI.

1. DEFINITIONS

For the purposes of this AI Addendum, and in addition to the definitions set forth in the Agreement: 

“AI Agent” means an autonomous generative agentic conversational (either in text, video or audio) AI that is created, configured, and deployed by Customer through the Walnut AI Features. 

1. “Credits” means the prepaid usage units purchased by Customer that can be used via API calls, and is consumed when Customer uses the AI Features, as further described in the Fees and Payment Terms Section. 
2. “Credit Balance” means the total amount of unused Credits available in Customer’s User Account at any given time. 
3. “Credit Period” means the twelve (12) month period during which Credits may be used, commencing on the date Credits are issued to Customer’s User Account. 

“Customer Service Data” means the call recordings, chat correspondence history, video footage, as applicable, logs, Inputs and Outputs, generated by the Walnut AI Features in connection with the use of the Walnut AI Features, to the extent based on the Knowledge Source (and hosted by Walnut on Customer’s behalf). 

“End User” means Customer’s customers, users or individuals representing such, employees, contractors, or any individual communicating with, or generating Outputs through, the AI Agent, either by voice, text or otherwise.

“Input(s)”. means any data, information, instructions, materials transmitted by or otherwise uploaded, captured or provided by Customer system, Authorized Users, or the End User, whether through chat, voice calls, or any other communication method or through Customer’s instructions.

“Knowledge Source” means any data, documents, FAQs, information, video, audio, image, text, and other content, knowledge data sets or general information, submitted, transmitted or uploaded by Customer or Authorized User (including through Customer’s system integration), to the Walnut AI Features, that is used as the knowledge source and knowledge string queried by the AI Agent. 

“Output” means any results, data, content video, images, or material generated through the Walnut AI Features, including, video, images, audio and text generated by the AI Agent in response to Inputs, during a communicative interaction with the End User.

“Pricing” means Walnuts then-current pricing for API calls to the as published on the website or as otherwise specified in an Order Form, and as may be updated from time to time in accordance with this AI Addendum. 

“Self-Serve Purchase” means a purchase by a Customer through Walnut’s website, whereby the Customer loads funds into the User Account, which are automatically converted into Credits based on the then-current Pricing, and uses such Credits to access the API calls, regardless of whether there is an Order Form. 

“Third-Party Provider(s)” means applications, platforms, AI models (pre-trained models, trained models), generative AI systems and models, voice models (including both TTS and STT models), technologies, large language models (“LLM”) providers, generative AI providers, machine learning models, automated decision-making technologies, natural language processing (NPL) tools, automatic speech recognition tools and providers (ARS), cloud infrastructure providers, and communication platforms, all as updated from time to time. 

“TTS”/”STT” means text to speech or speech to text, respectively.

“Usage Data” means aggregated, anonymized analytical or telemetry data derived from the use of Walnut AI Features, used solely for performance optimization and service improvement. 

“Walnut AI Technology” means any instruction, decision, recommendation, configuration, processing, conversational AI technology, prompt engineering, fine tuning, source coding of Third-Party Providers, machine learning models, LLMs, model weights, trained model, machine learning algorithms and parameters, predictions, automation code or action initiated or executed by Walnut AI Features and AI Agent, which is based on Walnut’s engineering and, where applicable, fine-tuning code, source code, checkpoints and prompt engineering. 

2. ACCESS TO AND USE OF THE WALNUT AI FEATURES
   1. Subject to the terms herein, and compliance with the Agreement, Walnut grants Customer a non-exclusive, non-transferable, non-sublicensable, and limited license to access and use the Walnut AI Features during the Term (as defined in the Agreement) solely for Customer’s business purposes licensed for or authorized under the Agreement (“License”). Specifically, the License includes the right to: (i) use, configure, customize and monitor the AI Agent; (ii) view usage reports and monitor the AI Agent’s actions, including configuring notification preferences; and (iii) access support resources and AI related Documentation (as defined in the Agreement).

2. Licensee shall not, and shall not permit any third party, including any End User, to: (i) use the Walnut AI Features in violation of any applicable law or regulation, including data protection or export control laws; (ii) use the Walnut AI Features to generate or disseminate false, misleading, or discriminatory content; (iii) input or upload any data or content that infringes third-party rights, contains personal data without proper authorization, or violates the Agreement; (iv) attempt to extract, reverse-engineer, or otherwise access any underlying model, algorithm, or system; (v) use the Walnut AI Features in a manner that could interfere with or degrade the performance, integrity, or security of the Walnut AI Features; or (vi) use the Walnut AI Features in a manner that violates the Responsible Use Policy available at https://www.walnut.io/ai-responsible-use/ (the terms of which are hereby incorporate by reference; the “Responsible Use Policy”). 

3. Customer acknowledges that the Walnut AI Features may include offering powered or sourced from Third-Party Providers, which may include open source and other applicable licenses. Walnut represents that the inclusion of such Third-Party Providers will not reduce the license rights granted to Customer under this AI Addendum, nor will it restrict Customer’s ability to use the Walnut AI Features in accordance with the applicable Documentation and the Agreement. The integration or use of Third-Party Providers within the Walnut AI Features will not require Customer to license its own software or products under any open source or similar license. Walnut may use Third-Party Providers to provide, enhance, or support the Walnut AI Features. Walnut will not be liable for any operational failure or unavailability of Third-Party Providers, including any failure to perform, discontinuation of service, or any other act or omission by such providers. 

4. Walnut may modify, suspend, or discontinue any Walnut AI Features or Third-Party Providers, provided that such changes do not materially degrade the overall functionality of the Walnut AI Features. 

3. RESPONSIBILITIES AND OBLIGATIONS 
   1. Customer shall be responsible for: (i) ensuring the accuracy, quality, integrity, and legality of the Knowledge Source. Customer acknowledges that the Output is based on the Knowledge Source. Customer is responsible and liable to ensure that Knowledge Source is lawful, does not infringe third-party rights (including intellectual property and privacy rights), accurate, true, up to date, consist of high quality, diverse, ethical information, and complies with the Responsible Use Policy; (ii) providing any technical data or other information reasonably required by Walnut to deliver the Walnut AI Features; (iii) obtaining all necessary consents or providing required disclosures to End Users as mandated by applicable law; (iv) ensuring that its use of AI Agents and Inputs complies with applicable regulations (including, without limitations, AI disclosure requirements, communication disclosures concerning conversation recording and wiretapping, and data protection regulations) and specific sector regulatory requirements; and (v) as between the parties, Customer shall be responsible for the Customer Service Data, Inputs, and the use of the Output.

2. Customer understands and acknowledges that Walnut has implemented and will maintain appropriate monitoring, validation, and quality assurance procedures to ensure the safe, reliable, and professional operation of the Walnut AI Features, and will notify Customer of any material issues, failures, or incidents that could affect the reliability, accuracy, or security of the Walnut AI Features as set forth in the Agreement or as reasonably required. 

3. Notwithstanding the above, Customer acknowledges that Outputs are subject to the Input and Knowledge Source, therefore the Customer shall ensure such data is accurate and complete and that the Outputs are reviewed and validated by human. 

4. As required under applicable laws, the Output shall be labelled by Customer as “Generated by AI” and the Customer undertakes not to or not enable third party (including End User and Authorized Users) to, tamper, reverse engineer or remove any metadata watermarks, or crypto signature, associated with the Output, specifically with the image, text or audio generated through the AI Features. 

4. INTELLECTUAL PROPERTY AND OWNERSHIP
   1. As between the parties, Customer retains all ownership rights in the Knowledge Source, Customer Service Data, Inputs and Outputs (excluding, to the extent applicable synthetic voice), subject to Walnut’s rights as set forth in this AI Addendum and the Agreement, and to the extent the deployment, configuration, and operation of the AI Agent do not include or incorporate Walnut IP or Walnut Confidential Information (as defined in the Agreement). Customer hereby grants Walnut a non-exclusive, worldwide, royalty-free license to use, process, and store the Knowledge Source, Customer Service Data, Inputs and Outputs as required under the Agreement, and additionally, as solely and to the extent necessary to provide, maintain, develop, review, benchmark, validate and improve the Walnut AI Features.  

2. Walnut and its licensors retain all rights, title, and interest in and to the Walnut AI Features, Usage Data, and Walnut AI Technology, including all underlying models, algorithms, software, and related intellectual property. This includes any derivative works, such as fine-tuning, prompt engineering, or any other model created from or based on the Walnut AI Features, AI Agents, merged checkpoints, converted formats, trained model weights, and other elements such as source code (including inference code, evaluation code, and, if applicable, fine-tuning code), as well as any other materials associated with the Walnut AI Features (“Walnut IP”). 

3. If Customer provides Walnut with suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Walnut AI Features (“Feedback”), such Feedback (other than the identity of the Feedback provider) is provided voluntarily and on a non-confidential, non-proprietary basis. Walnut may use, disclose, reproduce, license, distribute, and otherwise exploit any Feedback without restriction and without any obligation or compensation to Customer. 

4. Walnut may use aggregated and de-identified data derived from Customer’s or End Users’ use of the Walnut AI Features, for internal analytics, performance optimization, and product improvement, provided such data cannot reasonably identify Customer or End User. Any processing of personal data in connection with the Walnut AI Features shall be governed by the DPA incorporated into the Agreement.

5. FEES AND PAYMENT TERMS
   1. Customer’s payment obligations for the AI Features and the manner in which fees are calculated and charged depend on the applicable payment model selected by or applicable to Customer, as further detailed below and in the Order Form. Credits may be provided free of charge as part of a free trial, or purchased through the website, or as part of an annual commitment package (one-time payment or subscription based), all determined by the parties in the Order Form. 

2. Credits are consumed when Customer use the Walnut AI Features, and different types of interactions, API calls, may consume different amounts of Credits. Specific Credit consumption rates are detailed in the applicable Order Form or on Walnut’s pricing page. 

3. Credits will be allocated to Customer upon receipt of payment. Customer may monitor Credit usage and balance through the User Account. 

4. Except as expressly provided in the Agreement or as required by applicable law, all Credit purchases are final and non-refundable, non-cancellable, regardless of whether the Walnut AI Features was used. Notwithstanding the above, Credits can be rolled over (in case of a new Order Form execution,) and are valid at all timed during the Credit Period. Customer may purchase additional Credits at any time during the Term at the then-current rates specified by Walnut or as set forth in the respective Order Form.

5. If Customer’s Credit balance is insufficient to complete requested action, the Walnut AI Features may be suspended or limited until additional Credits are purchased. Walnut will not be liable for any interruption, limitation, or degradation of the Walnut AI Features resulting from insufficient Credits. 

6. Walnut may, at its sole discretion, provide you with additional Credits from time to time. The amount, frequency, and terms of any additional Credits granted by Walnut shall be determined exclusively by Walnut and may be subject to changes without notice.

7. If Customer exceeds the permitted scope of use or Credit allocation purchased as detailed in the Order Form, Customer may, at its sole discretion, purchase additional Credits through the User Account. For clarity, Walnut will not automatically purchase or debit additional Credits on Customer’s behalf or charge Customer for additional Credits unless and until Customer purchases such additional Credits through the User Account, at then-current rates. 

8. All Customers  may load funds into their User Account at any time using the Self-Serve Purchase option. Upon receipt of payment, such funds will be automatically converted into Credits and added to the Credit Balance. Credits may be used to make API calls, with each API call consuming Credits from Customer’s Credit Balance based on Walnut’s then-current Pricing. The number of Credits consumed per API call is determined by the cost of that API call according to the then-current Pricing. Credits will expire at the end of the Credit Period applicable to the purchase of such Credits. In the event Customer purchases Credits on multiple occasions, Credits will be consumed in the order in which they were purchased (first purchased, first consumed), and each batch of Credits purchased will have its own separate Credit Period commencing on the date of such purchase. 

9. Credits cannot be exchanged for cash or any other form of consideration. Credits are non-transferable and may only be used by Customer under the User Account from which it was purchased. Credits may not be sold, transferred, assigned, or shared with any third party without prior written consent.

10. Walnut may update Credit consumption rates by providing Customer with thirty (30) days’ prior written notice. Any changes will apply only to Credits purchased after the effective date of such change and will not affect Credits already purchased by Customer.

11. All fees and other amounts payable by Customer under this Agreement are exclusive of taxes, levies, duties and assessments. Customer is responsible (to the extent applicable) for payment of all sales, use and excise taxes, imposed by local governmental or regulatory authorities, except for Walnut income taxes. 

6. DISCLAIMER, LIMITATION OF LIABILITY
   1. Walnut represents and warrants (collectively, the “AI Service Warranties”) that: (i) the Walnut AI Features will materially conform to the specifications in the Order Form, documentation and service level commitments; and (ii) Walnut has implemented, and will maintain, appropriate monitoring, validation, and quality assurance procedures to support the safe, reliable, and professional operation of the Walnut AI Features, and will promptly notify Customer of any material issues, failures, model drifting, hallucinations, or incidents that could affect the reliability, accuracy, or security of the Walnut AI Features.

2. Customer must notify Walnut in writing of any alleged breach of the Service Warranties within ten (10) days of becoming aware of such breach. If Walnut determines that a breach of warranty has occurred, Walnut will promptly correct or re-perform the affected Professional Services at its own expense or correct the error within the Walnut AI Features subject to the SLA (if applicable), which shall be the sole remedies and obligations with respect to the Walnut AI Features that fail to comply with the Service Warranties.

3. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ADDENDUM, THE WALNUT AI FEATURES, INCLUDING THE AI AGENT, API, OUTPUTS, AND ANY RELATED SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WALNUT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE, OR TRADE. WALNUT DOES NOT WARRANT UNINTERRUPTED USE OR THAT THE WALNUT AI FEATURES WILL BE FREE FROM BUGS OR ERRORS. FURTHER, WALNUT EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY ARISING FROM OR RELATED TO (I) INTEGRATIONS WITH CUSTOMER’S SYSTEMS; (II) KNOWLEDGE SOURCE; (III) RELIANCE ON ANY OUTPUT OR DECISIONS MADE BASED ON SUCH OUTPUT; AND (IV) CUSTOMER’S USE THE WALNUT AI FEATURES IN VIOLATION OF WALNUT RESPONSIBLE USE POLICY, OR OTHER THAN IN ACCORDANCE WITH ITS DOCUMENTATION. 

4. Neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, without limitation, loss of profits, revenue, business, data, goodwill, or anticipated savings, arising out of or in connection with this AI Addendum or the use or inability to use the Walnut AI Features, regardless of the cause of action or theory of liability (whether in contract, tort, including negligence, or otherwise), even if such Party has been advised of the possibility of such damages. 

5. To the fullest extent permitted under applicable law, and except for Customer’s payment and indemnifications obligations herein and a Party’s gross negligence, fraud, or willful misconduct, each party’s total aggregate liability for all claims arising out of or relating to this Addendum, shall not exceed the total Credits paid by Customer during the twelve (12) months immediately preceding the event giving rise to the claim.

7. INDEMNIFICATION
   1. Without derogating from Customer’s indemnification obligations as set forth in the Agreement, Customer shall indemnify, defend, and hold harmless Walnut and its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (i) Customer’s use of the Walnut AI Features in a manner not in compliance with this AI Addendum, the Agreement, the Documentation, or applicable law; (ii) any allegation that the Outputs infringe upon, misappropriate, or otherwise violate any third party intellectual property right or applicable law; and (iii) any claim by an End User arising out of or relating to the AI Agent, any conversation outcome, or any allegation that the End User was not adequately informed that such interaction was not with a human. 

2. The indemnification process shall be governed by the terms of the Agreement. 

For the avoidance of doubt, except as expressly provided otherwise in this AI Addendum, all rights and obligations of the parties in connection with this AI Addendum and the use of the Walnut AI Features shall remain subject to the terms and conditions of the Agreement.