Terms of service

1. The agreement

These Terms of Service (the "Terms") form a binding agreement between Dials, an L1fe AI, Inc. business ("Dials," "we," "us") and the entity or person who agrees to them ("you," "your," "Customer"). The Terms govern your access to and use of the Dials platform and any related software, APIs, websites, and documentation (collectively, the "Service"). By creating an account, executing an order form, or using the Service, you agree to these Terms. If you are agreeing on behalf of an entity, you represent that you have authority to bind that entity.

The following documents are incorporated by reference: the Acceptable Use Policy, the Agent Conduct Addendum, the Data Processing Addendum, the sub-processor list, the Privacy Policy, the Telecom Compliance Policy, and any order form, statement of work, or amendment executed by the parties (together with these Terms, the "Agreement"). In the event of a conflict, an executed order form controls over these Terms; these Terms control over the AUP and other policies.

2. The Service

Subject to the Agreement, Dials grants you a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for your internal business purposes and for the benefit of your authorized end users and agents. We may update the Service; we will not materially diminish its core functionality during a paid term.

You are responsible for procuring and maintaining the equipment, connectivity, and credentials necessary to use the Service, and for configuring the Service correctly for your use case (including consent collection, opt-out handling, recording disclosures, and E911 address bindings).

3. Fees and taxes

You will pay the fees specified on the applicable order form or on /pricing for self-serve use. Unless an order form says otherwise, fees are stated in U.S. dollars, billed in arrears for usage and in advance for any subscription components, and due within thirty (30) days of invoice. Overdue amounts bear interest at the lesser of 1% per month or the maximum permitted by law.

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, excise, telecommunications, universal-service, 911, and similar taxes, levies, and regulatory fees, except for taxes based on Dials' net income.

4. Mutual responsibilities

Acceptable use. You will not, and will not permit any user or agent to, use the Service in any manner that violates the Acceptable Use Policy. Material or repeated violation is a ground for suspension or termination.

Compliance. You will comply with all laws applicable to your use of the Service, including, where applicable, the Telephone Consumer Protection Act, the Telephone Sales Rule, CAN-SPAM, the Canada Anti-Spam Law (CASL), Ofcom rules, and the Federal Communications Commission's STIR/SHAKEN, CPNI, E911, and 10DLC requirements.

Customer Content. You retain all rights in the communications, recordings, transcripts, configurations, and other materials you submit to the Service ("Customer Content"). You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, route, sign, store, retrieve, and display Customer Content as necessary to provide the Service.

Account security. You will maintain the confidentiality of your credentials and the integrity of the scope grants you make to users and agents. You are responsible for activity that occurs under your account, including actions taken by your agents.

5. Suspension

We may suspend the Service in whole or in part if (a) your account is overdue, (b) we reasonably determine that your use is causing a security, integrity, or legal risk to the Service or to other customers, (c) your use materially violates the AUP, or (d) suspension is required by law or by a carrier. We will give notice and a reasonable opportunity to cure where the circumstances permit.

6. Confidentiality

Each party will protect the other's Confidential Information with the same degree of care it uses for its own confidential information, but no less than reasonable care, and will use Confidential Information only as needed to exercise rights and perform obligations under the Agreement. Confidential Information does not include information that is publicly available without breach, was known to the recipient before disclosure, is independently developed without reference to the disclosure, or is rightfully received from a third party without restriction.

7. Warranties and disclaimers

Each party warrants that it has the legal authority to enter into the Agreement. Dials warrants that it will provide the Service in a professional and workmanlike manner in accordance with the documentation. Your exclusive remedy for breach of this warranty is re-performance or, if Dials cannot re-perform, a refund of fees paid for the affected portion of the Service.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIALS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. DIALS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Indemnification

Dials will defend Customer against any third-party claim that the Service, as provided by Dials and used in accordance with the Agreement, infringes a U.S. patent, copyright, or trade-secret right, and will pay damages finally awarded against Customer or a settlement Dials approves. If the Service becomes, or in Dials' reasonable opinion is likely to become, the subject of an infringement claim, Dials may, at its option, modify the Service, procure the right to continue using it, or terminate the affected portion and refund pre-paid, unused fees. This is Dials' sole liability for infringement.

Customer will defend Dials against any third-party claim arising from (a) Customer Content, (b) Customer's or its users' or agents' use of the Service in violation of the AUP or applicable law (including TCPA and DNC), or (c) any failure by Customer to obtain or honor required consents or disclosures.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS OR REVENUE, LOSS OF GOODWILL, LOSS OF USE, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DIALS UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO (i) CUSTOMER'S PAYMENT OBLIGATIONS, (ii) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, (iii) BREACH OF SECTION 6 (CONFIDENTIALITY), OR (iv) LIABILITY THAT CANNOT BE LIMITED BY LAW.

10. Term and termination

The Agreement begins on the effective date of the first order form (or your first use of the Service, whichever is earlier) and continues until terminated. Either party may terminate for the other's material breach if the breach is not cured within thirty (30) days of written notice. Either party may terminate immediately for the other's insolvency, bankruptcy, or assignment for the benefit of creditors.

On termination, you will pay all amounts owed through the effective date of termination, we will provide reasonable assistance to retrieve Customer Content for thirty (30) days, and each party will return or destroy the other's Confidential Information. Sections that by their nature survive termination — including 3 (Fees), 5 (Suspension), 6 (Confidentiality), 7 (Disclaimers), 8 (Indemnification), 9 (Limits), 10 (Termination), 11 (Disputes), and 12 (Miscellaneous) — survive.

11. Governing law and disputes

The Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Each party submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Each party waives any right to a jury trial. Disputes must be brought within one year of the event giving rise to the dispute, to the extent permitted by law.

12. Miscellaneous

Notices. Legal notices to Dials must be sent to legal@dials.com and to the postal address on the contact page. Notices to Customer may be sent to the account owner's email of record.

Assignment. Neither party may assign the Agreement without the other's prior written consent, except either party may assign without consent to an affiliate or to a successor in a merger, acquisition, or sale of substantially all assets.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil disturbance, labor disputes, government action, telecom failures, and pandemics.

Independent contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, or agency relationship.

Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement will remain in effect.

Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements and understandings.