DialLink Terms of Service

Version 2.0 · Effective November 2, 2026 · Previous versions: Legal Archive

These Terms of Service are a contract between DialLink Corp., a Delaware corporation with offices at 1688 Meridian Ave, Suite 700, Miami Beach, FL 33139, United States ("DialLink", "we", "us", "our"), and the business that creates an Account ("Customer", "you", "your"). They govern your use of the DialLink cloud phone system, messaging, AI Features, websites, applications, APIs and related services (together, the "Services").

By clicking "I agree", creating an Account, placing an Order or using the Services, you accept this Agreement. If you accept on behalf of a company or other entity, you represent that you are at least 18 years old and have authority to bind that entity. If you do not agree, or do not have that authority, do not use the Services.

In plain terms (this summary is for convenience and does not replace the full Agreement):

• The Services are for business use. You are responsible for your Users, your AI Agents and the content that flows through your Account.
• You must read the 911 Service Terms: 911 over an internet phone system has limitations, and you must keep a correct address on every line.
• You decide what your AI Agents say and do. We provide the technology; you provide the instructions, the consents and the supervision. See the AI Features Terms.
• You own your data. We use it only to run, secure and support the Services, to comply with law, and to produce de-identified statistics that cannot identify you or your callers. We do not train AI models on your calls or messages.
• Monthly plans can be cancelled any time, effective at the end of the billing period; annual plans run to the end of the term. Fees are non-refundable except as the Refund Policy says.
• Disputes go to individual arbitration in Miami, Florida, unless you opt out within 30 days (Section 16).

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1. The Agreement

1.1 What the Agreement includes. This Agreement consists of these Terms of Service, the following policies (the "Policies"), each of which is incorporated by reference, and any Order:

• AI Features Terms
• 911 Service Terms & Emergency Calling Notice
• Acceptable Use Policy (including the Messaging Policy)
• Data Processing Addendum
• Refund Policy
• Service Level Agreement (Enterprise plan only)
• API Terms of Service (if you use the APIs)

Our Privacy Policy and Cookie Policy describe how we handle Personal Data. They are notices, not part of this contract, but you must comply with Section 10 (Customer Data and Privacy).

1.2 Capitalized terms are defined in Section 22 or where they first appear.

1.3 Order of precedence. If documents conflict, the following order applies, highest first: (a) an Order or other agreement signed by both parties; (b) the Data Processing Addendum, for the processing of Personal Data only; (c) the 911 Service Terms, for emergency calling only; (d) the AI Features Terms, for the AI Features only, and the API Terms of Service, for the APIs only; (e) these Terms of Service; (f) the Acceptable Use Policy; (g) the Refund Policy and the Service Level Agreement; (h) the Documentation.

1.4 Business customers. The Services are designed and offered for business and professional use. By creating an Account you confirm that you are acting in a business capacity and not as a consumer. If you are nevertheless treated as a consumer under a law that cannot be contractually excluded, the provisions of this Agreement apply to you only to the extent that law permits.

2. Changes

2.1 Changes to this Agreement. We may update this Agreement and the Policies. If a change materially reduces your rights or increases your obligations, we will notify your Administrators by email or in-app notice at least 30 days before the change takes effect. Changes required by law, by a carrier or regulator, or needed to address security, fraud or abuse may take effect immediately on posting, and we will notify you as soon as practicable. Other changes take effect when posted. If you object to a change, you may terminate the affected Services before the change takes effect by notice to support@diallink.com, and we will refund any prepaid Fees for the affected Services for the period after the termination takes effect; your continued use after the effective date is acceptance of the change. Each version shows its effective date, and prior versions are kept in the Legal Archive.

2.2 Changes to the Services. We continually improve the Services and may add, modify or remove features, change the AI models and third-party providers we use, and change system requirements. If we discontinue a paid feature or Service without offering a materially equivalent replacement, we will give you at least 30 days' notice where practicable and refund any prepaid Fees for the discontinued feature or Service for the remainder of your Subscription Term. Beta features may be changed or withdrawn at any time.

3. Account, Users and Security

3.1 Registration and verification. You must provide accurate, current and complete registration and billing information and keep it updated. We may require information or documents to verify your identity, business, ownership of phone numbers and intended use of the Services (including as required for messaging registration, international numbers, and our obligations under the FCC's robocall mitigation and know-your-customer rules), and we may decline, limit or suspend Services until verification is complete.

3.2 Administrators and Users. You may designate Administrators to manage your Account and may authorize Users to use the Services under it. Each User must have individual login credentials; credentials may not be shared. You are responsible for (a) all activity under your Account, including activity by Users and by AI Agents you configure; (b) ensuring that Users comply with this Agreement; and (c) giving Users and Callers the notices, and obtaining the consents, that applicable law requires for the way you use the Services, including for call monitoring, recording, transcription, AI processing and messaging.

3.3 Credentials and toll fraud. You must keep credentials, API keys, SIP credentials and devices secure, use multi-factor authentication where offered, and notify us at trust@diallink.com without delay if you suspect unauthorized access. Internet phone systems are targets for toll fraud (unauthorized calls placed through compromised accounts or devices). You are responsible for all usage charges incurred through your Account, including charges resulting from compromised credentials or devices, except to the extent caused by our breach of this Agreement. We may set usage and spending limits, require deposits for high-volume or international usage, and block calls to destinations with a high incidence of fraud.

3.4 Requirements. You are responsible for the internet connection, networks, devices, browsers and operating systems needed to use the Services, which must meet the requirements in the Documentation. Call quality and availability depend on your connection and equipment.

4. Use of the Services

4.1 Right to use. Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable right during the Subscription Term to access and use the Services for your internal business purposes in accordance with the Documentation, and to install and use our applications on devices you or your Users control. The Services are designed for use in the United States: every Account must have a U.S. phone number as its main number, and numbers in other countries are available only as additional numbers. If you or your Users use the Services from outside the United States, you do so on your own initiative; emergency calling is not available through the Services from those locations (911 Service Terms, Section 3(j)), and you are responsible for compliance with the laws of those locations.

4.2 Restrictions. You must not, and must not permit anyone to: (a) resell, sublicense, rent or lease the Services, or use them to provide telecommunications or communications services to third parties, except under a separate written partner or reseller agreement with us (using the Services to deliver your own services to your clients — for example answering, scheduling, marketing or customer-service services — is permitted, provided you remain the Customer, your clients are not given Accounts or User credentials, and you remain responsible for all use under your Account); (b) copy, modify, translate, reverse engineer, decompile or disassemble any part of the Services, except where this restriction is prohibited by law; (c) access the Services to build a competing product or service, or copy their features, functions or user interface; (d) interfere with the integrity or performance of the Services, probe or test their vulnerability without our written permission, or circumvent usage limits or security measures; (e) use automated means to access the Services except through our APIs in accordance with the API Terms of Service; (f) remove or alter proprietary notices; or (g) use the Services in breach of the Acceptable Use Policy or the AI Features Terms.

4.3 Policies that govern specific uses. Your use of the Services is also subject to: the Acceptable Use Policy (prohibited conduct, fair use, call recording, telemarketing, messaging and number porting); the 911 Service Terms (emergency calling); the AI Features Terms (AI Agents and AI Call Intelligence); and the API Terms of Service (APIs). Violation of a Policy is a breach of this Agreement.

4.4 Compliance with laws. You must use the Services in compliance with all laws that apply to you and your industry, including telemarketing and messaging laws (such as the Telephone Consumer Protection Act, the Telemarketing Sales Rule and state equivalents such as the Florida Telephone Solicitation Act), call recording and wiretap laws, consumer protection and data protection laws, and sector rules such as HIPAA, GLBA, FERPA and PCI DSS to the extent they apply to you. You are solely responsible for determining whether your intended use is lawful in each jurisdiction where you and your Callers are located.

4.5 Free trials and free features. We may offer a free trial of 7 days or such other period as stated in the Order. At the end of the trial, your Account converts to the paid plan you selected and we charge your payment method, unless you cancel before the trial ends (Settings → Subscriptions in the DialLink app, or by emailing support@diallink.com). The plan, price and conversion date are shown when you start the trial and in your Account settings. You are responsible for cancelling before your trial or billing period ends; we may send reminders as a courtesy but are not obliged to, and failure to receive one does not affect the charge. Use of the Services during a trial is subject to this Agreement. Trial accounts have reduced functionality and usage limits described in the Documentation (for example, U.S. numbers only, no messaging or international calling, and limited calling and AI Agent minutes), and trial data may be deleted if you do not convert. We may also offer features free of charge; we may begin charging for a free feature on at least 30 days' notice.

4.6 Beta features. Features identified as beta, preview, early access or similar ("Beta Features") are provided for evaluation, may contain errors, may be changed or withdrawn without notice, and are excluded from the Service Level Agreement and from any warranty or indemnity under this Agreement. Do not rely on Beta Features for business-critical communications.

4.7 Third-party services and integrations. The Services interoperate with third-party products (for example CRMs, calendars, messaging platforms such as WhatsApp, app stores, carriers, AI model providers, and AI assistants such as ChatGPT or Claude that you connect through the DialLink MCP Server for AI Assistants). Your use of a third-party product is governed by that provider's terms, and you authorize us to exchange data with it when you connect it. We are not responsible for third-party products, their availability or their handling of data, and a change by a third-party provider may affect an integration. Use of WhatsApp through the Services requires compliance with Meta's applicable business and messaging terms.

4.8 Mobile applications. If you download our applications from the Apple App Store or Google Play, the additional terms in Section 21.9 apply.

4.9 Professional services. Set-up, training and other professional services that we provide are described in the Order or Documentation, are performed remotely unless agreed otherwise, and are non-refundable once performed.

4.10 Orders through authorized sales partners. You may order the Services and Hardware by telephone or otherwise through an authorized DialLink sales partner. The partner acts only as our sales agent for taking your order and helping you get started; it cannot change this Agreement or make commitments on our behalf, and statements by a partner that are not in this Agreement, the Documentation or an Order signed by us do not bind us. An Administrator must accept this Agreement and the 911 Service Terms when the Account is first signed in to (or on the page where your payment details are collected); by using the Services you accept them in any event. We share the status of your order and Account with the partner that introduced you as described in the Privacy Policy. Plans available only through a partner (for example the Basic Business Line) are described in the Documentation and may start on a scheduled date and be billed in advance as stated in your Order.

5. Telephony Services

5.1 Phone numbers. Phone numbers are assigned to your Account for use with the Services; you do not acquire ownership of them. Subject to this Section 5.1, you may port numbers to or from the Services in accordance with the Acceptable Use Policy. (a) We may change a number assigned to you where a carrier or regulator requires it, with notice where practicable. (b) Numbers assigned to your Account are released on termination of the Account unless you have completed a port-out before the termination date; we are not responsible for numbers that are not ported out in time. (c) You must not display inaccurate or misleading caller ID information or otherwise violate the Truth in Caller ID Act. (d) We process valid port-out requests in accordance with FCC number-portability rules regardless of your Account balance; porting out does not cancel your Account or relieve you of Fees you owe, and you must cancel separately under Section 8.2.

5.2 Calling plans and fair use. Plans described as "unlimited" or similar are for ordinary business use by individual Users and are subject to the fair-use rules in the Acceptable Use Policy. Usage outside those rules is billed at our then-current usage rates or may be restricted.

5.3 International numbers and calling. Numbers in some countries require proof of identity, business registration or a local address, and may be subject to local restrictions on use (for example, limits on messaging or on use outside the country). You must supply required documents and comply with local requirements; we may suspend or release a number if a regulator or carrier requires it or if required documentation is not provided. International calling and messaging rates are posted on our website and may change as carrier rates change. We may block calls or messages to destinations that present a high risk of fraud or that are subject to sanctions.

5.4 Messaging. Sending SMS or MMS to U.S. numbers from local numbers requires registration of your brand and messaging campaign with the carriers' 10DLC registry. You authorize us to submit the registration information you provide, you are responsible for its accuracy, and you must pay the applicable registration and monthly carrier fees stated on our pricing page. Carriers may reject, delay, filter or block messages and may impose fines for non-compliant messaging; you are responsible for fines and penalties attributable to your messaging. Messaging is subject to the Messaging Policy in the Acceptable Use Policy.

5.5 Emergency calling (911). The 911 Service Terms describe how 911 works over the Services and its limitations, which differ from traditional phone service. By creating an Account, adding a line or device, or registering a location, you acknowledge that you have read and understood the 911 Service Terms, that you will keep an accurate Registered Location for every line and device, and that you will inform all Users of the limitations described there.

5.6 Call recording and transcription. Recording, monitoring and transcribing calls is subject to consent requirements that vary by state and country, including all-party consent in several U.S. states (Florida among them). You are solely responsible for complying with those requirements when you enable recording, transcription or AI Features that process call content, as further described in the Acceptable Use Policy.

5.7 Call records and CPNI. Call detail records and related information about your telephone service are your CPNI. We use CPNI to provide, bill and support the Services and as permitted by 47 U.S.C. § 222, as described in Section 6 of our Privacy Policy, which we follow as our CPNI policy. Administrators control which Users can access call records; we authenticate requests for call detail information before disclosing it.

5.8 Availability. The Services depend on the public internet, third-party carriers and other providers. We use commercially reasonable efforts to keep the Services available but do not guarantee uninterrupted service, call completion or call quality. Service credits for Enterprise plan customers are governed exclusively by the Service Level Agreement.

6. AI Features

The AI Features Terms govern your use of AI Voice Agents, AI Messaging Agents, AI Knowledge Bases, AI Agent Integrations, AI Call Intelligence and other AI Features and are part of this Agreement. In summary: AI Features generate outputs using machine learning and third-party models and may produce inaccurate or incomplete results; you are responsible for how you configure, instruct, connect and supervise your AI Agents and for the actions they take; you must comply with the disclosure, consent and prohibited-use rules in the AI Features Terms and the Acceptable Use Policy; and we do not use Customer Data to train AI models.

7. Fees, Billing and Taxes

7.1 Fees. You will pay the Fees stated in your Order and on our pricing page, including subscription fees, usage-based charges (such as metered calling, international calling and messaging, carrier registration fees, AI usage charges and additional numbers), Hardware prices and professional services fees, together with the applicable Taxes and Regulatory Fees. Fees are stated in U.S. dollars unless the Order says otherwise.

7.2 Price changes. We may change subscription Fees effective at the start of your next Subscription Term by giving you at least 30 days' notice before the renewal. We may change usage rates, add-on fees and Hardware prices on 30 days' notice; changes to international rates, carrier fees and Taxes and Regulatory Fees that result from changes imposed by carriers, vendors or governments may take effect when posted.

7.3 Payment. You authorize us and our payment processor to charge your payment method for all Fees when due, including automatic renewal charges, usage charges billed in arrears, and, if your plan uses a prepaid balance, automatic top-ups of that balance in the amount and at the threshold shown in your Billing settings, which you can change there. You must keep a valid payment method on file. If a charge fails, we may retry it and may suspend the Services under Section 8.4. Invoices not paid by card are due within 15 days of the invoice date.

7.4 Usage charges and credits. Usage charges are calculated from our records, which are conclusive absent manifest error. Prepaid calling credits and promotional credits are non-refundable, non-transferable, and expire on termination of the Account or, for promotional credits, on the date stated when granted or 12 months after they are granted, whichever is earlier.

7.5 Taxes and Regulatory Fees. Fees exclude Taxes and Regulatory Fees, which we will add to your invoice where applicable. You are responsible for all Taxes and Regulatory Fees other than taxes on our net income. If you claim an exemption, you must provide a valid exemption certificate before the charge is invoiced. Our invoices identify separately the taxes and government-mandated fees we collect and any regulatory-recovery charge we elect to apply.

7.6 Late payment. Overdue amounts accrue simple interest at the lesser of 1.5% per month (18% per year) and the maximum rate permitted by law, from the due date until paid. You will reimburse our reasonable costs of collection, including attorneys' fees, for amounts more than 30 days overdue.

7.7 Disputed charges. You must notify us in writing at support@diallink.com of any disputed charge within 30 days after the charge appears on your invoice or statement, with the reason for the dispute. Charges not disputed within that period are accepted. We will work with you in good faith to resolve disputes.

7.8 Chargebacks and returned payments. If you initiate a chargeback or a payment is returned, we may charge a fee equal to the lesser of US$50 and the maximum permitted by law per occurrence, in addition to the disputed amount, and may suspend the Services until the matter is resolved. Please contact us before initiating a chargeback; most billing issues can be resolved directly.

7.9 Refunds. Fees are non-refundable except as expressly provided in this Agreement, including Section 2.2, Section 14.2, Section 4.3 of the Data Processing Addendum and the Refund Policy.

8. Term, Renewal, Cancellation, Suspension and Termination

8.1 Term and automatic renewal. The paid Subscription Term begins on the date of your Order (or conversion from a trial) and runs for the monthly or annual period you selected. Each Subscription Term renews automatically for a further period of the same length at the then-current Fees unless you cancel before the renewal date. Your renewal date is shown in your Account settings. We may send courtesy reminders before a renewal, but you are responsible for tracking your renewal date and cancelling before it if you do not wish to renew.

8.2 Cancellation by you. An Administrator may cancel at any time, online through Settings → Cancel Subscription in the DialLink web app, or by emailing support@diallink.com from an Administrator's email address; the current steps are described in the Documentation. Cancellation of a monthly plan takes effect at the end of the current Billing Period; cancellation of an annual plan takes effect at the end of the current annual Subscription Term. You retain access to the Services until the cancellation takes effect. Fees already paid or due for the remainder of the Subscription Term are not refunded, except as the Refund Policy provides. Removing Users or features during a Subscription Term reduces Fees only from the next renewal unless the Documentation says otherwise. Deleting your Account (Settings → Company settings → Company → Delete account) is different from cancelling: it permanently deletes the Account and all Customer Data and cannot be undone, so export your data and port out any numbers you wish to keep before you delete.

8.3 Termination for cause. Either party may terminate this Agreement or the affected Services if the other party materially breaches it and fails to cure the breach within 30 days after written notice. We may terminate immediately on notice if you (a) breach the Acceptable Use Policy, the AI Features Terms or Section 18 (Export Controls); (b) fail to pay Fees within 10 days after a notice of non-payment; (c) use the Services in a way that is unlawful, fraudulent or that exposes us or our carriers to legal or regulatory action; (d) provide false registration information; or (e) become insolvent or subject to bankruptcy or similar proceedings. If we terminate for cause, the subscription Fees for the remainder of the then-current Subscription Term (less any portion already prepaid) become immediately due as the agreed price for the committed term, together with all usage and other Fees accrued to the termination date. If you terminate for our uncured material breach, we will refund prepaid Fees for the terminated Services for the remainder of the Subscription Term.

8.4 Suspension. We may suspend all or part of the Services, with notice where practicable, if (a) Fees are overdue after notice; (b) we reasonably believe your Account, a User or an AI Agent is being used in breach of this Agreement or in a way that threatens the security, integrity or availability of the Services or third-party networks; (c) a carrier, regulator, court or law enforcement authority requires it; (d) your usage indicates fraud or compromise; or (e) required verification or registration information is missing. We will limit the suspension to what is reasonably necessary and lift it when the cause is resolved. Suspension does not relieve you of the obligation to pay Fees, and no credits are given for suspended periods. While Services are suspended, Users may not be able to place calls, including 911 calls (see the 911 Service Terms).

8.5 Effect of termination. On termination or expiry: (a) your right to use the Services ends and you must stop using them; (b) all unpaid Fees become due; (c) you may export Customer Data as described in Section 10.6; (d) we will delete Customer Data in accordance with Section 10.6; (e) numbers not ported out before the termination date are released; and (f) Sections 3.3, 7, 8.5, 9.2, 10.2 (for the retention period), 10.5, 10.6, 10.8, 10.9, 11, 12, 13.3, 14, 15, 16, 17, 20, 21 and 22, and any other provision that by its nature should survive, survive.

9. Hardware

9.1 Purchase. We sell desk phones and other Hardware at the prices stated when you order. Hardware prices exclude shipping and Taxes. We ship to the address you provide; title passes to you on full payment, and risk of loss passes on delivery to you.

9.2 Warranty. Hardware is covered by the manufacturer's limited warranty, which we pass through to you to the extent we are permitted to. We make no other warranty regarding Hardware. Warranty claims are handled under the manufacturer's procedures; we will assist with contacting the manufacturer where we can.

9.3 Returns. Hardware may be returned only in accordance with the Refund Policy (within 14 days of delivery, unused, not activated or provisioned, and in original packaging with all accessories, subject to a 20% restocking fee and return shipping).

9.4 Provisioning and 911. Hardware must be provisioned for use with the Services as described in the Documentation. Before using a device to place calls, you must register its Registered Location and affix the 911 warning label described in the 911 Service Terms. Hardware used with the Services is subject to this Agreement.

10. Customer Data and Privacy

10.1 Your data is yours. As between you and DialLink, you own all Customer Data. We claim no ownership of it.

10.2 Our use of Customer Data. You grant DialLink a non-exclusive, worldwide, royalty-free right during the Subscription Term and any post-termination retention period under Section 10.6 to host, store, copy, transmit, process, display and otherwise use Customer Data solely as necessary to: (a) provide, maintain, secure and support the Services, including to deliver AI Features at your direction and to transmit communications to Callers and third-party services you connect; (b) comply with law, legal process and the requests of carriers and regulators; (c) enforce this Agreement and protect the rights, property and safety of DialLink, our customers and the public; and (d) create de-identified and aggregated data, derived from Usage Data and metadata rather than from the content of your communications, that does not identify you, a User or a Caller, which we may use to operate, analyze and improve the Services. We do not use Customer Data to train, fine-tune or otherwise improve machine learning or artificial intelligence models, whether ours or a third party's; de-identified data is not used for that purpose either; and our agreements with each Model Provider listed on our Sub-processors page prohibit training on Customer Data (see the AI Features Terms, Section 5).

10.3 Your responsibilities. You are responsible for Customer Data and for the consequences of transmitting and storing it through the Services. You represent that you have, and will maintain, all rights, consents and authorizations needed for us to process Customer Data as described in this Agreement, and that Customer Data and your use of the Services do not violate any law or any person's rights. You are responsible for configuring retention, recording, transcription and AI settings appropriately for your business and your legal obligations.

10.4 Data protection roles. For Personal Data contained in Customer Data, you are the controller (or business) and we are your processor (or service provider) under the Data Processing Addendum, which forms part of this Agreement. For Account Data and for Usage Data (including call detail records and other CPNI, which we use only as Section 5.7 and 47 U.S.C. § 222 permit), DialLink is an independent controller and processes them as described in the Privacy Policy; the same records as displayed in your Account (call logs and contacts) are available to you as part of the Services. You must provide Users and Callers with the privacy notices required by law, including notices about recording, transcription and AI processing.

10.5 Usage Data. We may collect and use Usage Data to operate, bill, secure, analyze and improve the Services, to comply with law and to produce de-identified statistics, subject to Data Protection Laws and, for CPNI, to Section 5.7.

10.6 Retention, export and deletion. During the Subscription Term you can delete recordings, voicemails, transcripts, messages and contacts through the Services and the API, download recordings and voicemails individually, and retrieve your data through the API; items you delete are removed from your Account, and we delete the stored copies when you delete the Account or ask us in writing to delete them. We do not currently offer a bulk export tool: on written request to support@diallink.com during the Subscription Term or within 30 days after it ends, we will provide a copy of your Customer Data in a machine-readable format within 30 days. After termination, we retain Customer Data so that you can reactivate the Account or obtain that copy; we delete it from our production systems within 30 days after you ask us in writing to delete it, and immediately when you delete the Account yourself under Section 8.2. Backup copies expire within 30 days after deletion from production. We may retain data where the law requires it or where it is needed to establish, exercise or defend legal claims, in which case we retain only what is required for as long as required. Deleted data cannot be recovered.

10.7 Security. We maintain the administrative, technical and physical safeguards described in Annex II of the Data Processing Addendum, designed to protect Customer Data against unauthorized access, use, alteration and loss. Our Security Overview provides additional information about our security program for your reference; it is not part of this Agreement, and Annex II controls. No system is completely secure, and you remain responsible for the security measures within your control (Section 3.3).

10.8 Legal requests. We disclose the contents of communications in Customer Data only as the Stored Communications Act and other applicable law permit: in response to a warrant or other legal process that we are required to comply with, or voluntarily where the law allows (for example in an emergency involving danger of death or serious physical injury, or where necessary to protect our rights or property). We may disclose Account Data, Usage Data and other non-content records in response to a subpoena, court order or other lawful process, or where we believe in good faith that disclosure is necessary to protect the rights, property or safety of DialLink, our customers or the public. Unless prohibited by law or the request, we will notify you of a request for your data so that you can seek a protective order, and we will disclose only the data the request legally requires.

10.9 Protected health information. DialLink does not currently offer a Business Associate Agreement ("BAA"). Unless and until you and DialLink have signed a BAA, you must not use the Services to create, receive, maintain or transmit protected health information regulated by HIPAA, and if you are a covered entity or business associate under HIPAA you must not activate the Services for communications that involve protected health information. You are responsible for determining whether HIPAA applies to your use. If DialLink offers a BAA in the future, it will be a Policy ranking immediately below a signed Order under Section 1.3, and certain features, including AI Features, may be restricted as described in it.

10.10 Children. The Services are not directed to children, and you must not use them to knowingly collect Personal Data from children under 13 (or the age set by applicable law) without the consents that law requires.

11. Intellectual Property

11.1 DialLink's rights. DialLink and its licensors own all rights in the Services, the Documentation, our trademarks, and all software, models, prompts, interfaces, designs, data (other than Customer Data) and know-how used to provide the Services, including improvements and derivative works. Except for the rights expressly granted in this Agreement, no rights are granted to you, by implication or otherwise.

11.2 Feedback. If you give us suggestions or feedback, we may use them without restriction or compensation, and you assign to us any rights in them to the extent needed for that use.

11.3 Publicity. We may identify you as a DialLink customer, including by using your name and logo in customer lists on our website and in sales materials, in a manner consistent with your brand guidelines where you provide them. You may opt out at any time by emailing support@diallink.com, and we will remove your name and logo from future materials within a reasonable time. We will not issue a press release or case study about you without your prior written approval.

11.4 Copyright and trademark complaints are handled under our Copyright (DMCA) Policy and Trademark Infringement Reporting page. We may remove content and terminate repeat infringers.

12. Confidentiality

12.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data (which is your Confidential Information), our pricing not posted publicly, security information, product roadmaps and the non-public terms of any Order. Confidential Information excludes information that (a) is or becomes public through no fault of the receiving party; (b) the receiving party already knew without a duty of confidentiality; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is received from a third party without a duty of confidentiality.

12.2 Obligations. The receiving party will use the disclosing party's Confidential Information only to perform or exercise rights under this Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, advisors and (in our case) sub-processors who need to know it and are bound by obligations at least as protective. The receiving party may disclose Confidential Information where required by law or legal process, giving the disclosing party prompt notice where legally permitted and reasonable assistance in seeking protection. These obligations continue for 5 years after the Agreement ends, and for trade secrets for as long as they remain trade secrets.

12.3 Remedies. Unauthorized use or disclosure of Confidential Information may cause harm for which damages are an inadequate remedy; the disclosing party may seek injunctive relief in addition to other remedies.

13. Warranties and Disclaimers

13.1 Mutual. Each party warrants that it has the legal power to enter into this Agreement.

13.2 By you. You warrant that (a) the information you provide to us is accurate; (b) you will use the Services only for lawful business purposes and in compliance with Section 4.4 and the Policies; (c) you have obtained and will maintain all consents and provide all notices required for your use of the Services, including for recording, transcription, AI processing, telemarketing and messaging; and (d) you are not, and are not owned or controlled by, a person or entity listed on a U.S. government restricted-party list or located in a country or region subject to comprehensive U.S. sanctions.

13.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, THE AI FEATURES, THE HARDWARE AND THE DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIALLINK AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT CALLS OR MESSAGES WILL BE COMPLETED OR DELIVERED, THAT TRANSCRIPTS, SUMMARIES OR OTHER AI OUTPUTS WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THE REQUIREMENTS OF ANY LAW APPLICABLE TO YOUR BUSINESS. THE SERVICES ARE NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS OR FOR ACTIVITIES WHERE FAILURE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE, AND EMERGENCY CALLING IS AVAILABLE ONLY AS DESCRIBED IN THE 911 SERVICE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

14. Indemnification

14.1 By you. You will defend DialLink, its affiliates and their officers, directors, employees and agents against any claim, demand, investigation or proceeding brought by a third party (including a User, a Caller, a carrier or a government authority), and will pay the resulting damages, fines, penalties, settlements and reasonable costs (including attorneys' fees), to the extent arising from: (a) Customer Data or your use of the Services in breach of this Agreement or applicable law; (b) your recording, monitoring or transcription of communications, or your telemarketing, messaging or outbound calling, including claims under the TCPA, the Telemarketing Sales Rule, state telemarketing and messaging laws, wiretap and recording laws, and carrier rules; (c) the configuration, instructions, knowledge content, connected tools and actions of your AI Agents, including claims that an AI Agent made a misrepresentation, failed to disclose that it was automated, gave advice, took an action in a connected system, or discriminated against a person; (d) your failure to maintain accurate Registered Locations, to affix labels, or to inform Users as required by the 911 Service Terms; (e) a dispute between you and a User, a Caller or another customer; (f) your breach of Sections 4.4, 10.3, 10.9 or 18; or (g) Hardware used other than as documented.

14.2 By DialLink. We will defend you against any claim brought by a third party alleging that the Services, as provided by us and used in accordance with this Agreement, infringe that third party's U.S. patent, copyright or trademark or misappropriate its trade secret, and will pay the resulting damages and costs finally awarded or agreed in a settlement we approve. We have no obligation for claims arising from (a) Customer Data, AI Agent instructions or outputs generated at your direction, or third-party products; (b) modification of the Services by anyone other than us; (c) combination of the Services with products, data or processes not provided by us, where the claim would not have arisen without the combination; (d) use after we notified you to stop; or (e) Beta Features. If the Services are, or we believe they may become, subject to such a claim, we may procure the right for you to continue using them, modify or replace them to be non-infringing, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid Fees for the remainder of the Subscription Term. This Section states our entire liability and your exclusive remedy for intellectual property infringement claims.

14.3 Procedure. The indemnified party must give the indemnifying party prompt written notice of the claim (delay excuses the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement (except that a settlement imposing obligations on the indemnified party, other than payment covered by the indemnity, requires its consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own cost. Notwithstanding the foregoing, DialLink retains control of its response to any investigation, inquiry or proceeding by a carrier, regulator or government authority concerning DialLink or the Services, and the indemnifying party will reimburse DialLink's reasonable costs of that response to the extent the indemnity applies.

15. Limitation of Liability

15.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF DIALLINK AND ITS AFFILIATES, SUPPLIERS AND LICENSORS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, THE AI FEATURES, THE HARDWARE AND THE DATA PROCESSING ADDENDUM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) US$100 AND (B) THE FEES YOU PAID TO DIALLINK FOR THE SERVICES (EXCLUDING HARDWARE PRICES AND TAXES AND REGULATORY FEES) IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND, FOR CLAIMS RELATING TO HARDWARE, THE PRICE YOU PAID FOR THE HARDWARE CONCERNED. THIS CAP IS CUMULATIVE AND NOT PER INCIDENT; MULTIPLE CLAIMS DO NOT ENLARGE IT.

15.3 Exceptions. Sections 15.1 and 15.2 do not limit (a) your obligation to pay Fees; (b) your indemnification obligations under Section 14.1; (c) either party's liability for fraud, willful misconduct, or gross negligence to the extent it cannot be limited by law; or (d) any other liability that cannot be limited by applicable law.

15.4 Basis of the bargain. The parties agree that the limitations in this Section 15 reflect a reasonable allocation of risk given the Fees charged, and that DialLink would not provide the Services on these terms without them. Where a jurisdiction does not allow a limitation, it applies to the maximum extent permitted.

16. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION OF MOST DISPUTES AND WAIVES CLASS ACTIONS AND JURY TRIALS, UNLESS YOU OPT OUT UNDER SECTION 16.8.

16.1 Informal resolution first. Before starting arbitration or litigation, the party raising a dispute must send the other a written notice describing the dispute and the relief sought (to DialLink: by email to legal@diallink.com and by mail as provided in Section 20; to you: your Administrator's email address). The parties will try in good faith to resolve the dispute within 45 days after the notice. Limitation periods are tolled during this period.

16.2 Agreement to arbitrate. If the dispute is not resolved informally, any dispute, claim or controversy arising out of or relating to this Agreement, the Services, the Hardware or the relationship between the parties, including disputes about the scope, validity or enforceability of this Section (a "Dispute"), will be resolved by final and binding arbitration administered by JAMS before a single arbitrator, rather than in court, except as provided in Sections 16.6 and 16.7 and except that a court will decide (i) whether the class action waiver in Section 16.4 is enforceable and (ii) the application of Section 16.5.

16.3 Rules, seat and procedure. The arbitration will be conducted under the JAMS Streamlined Arbitration Rules and Procedures for Disputes in which no party seeks more than US$250,000, and otherwise under the JAMS Comprehensive Arbitration Rules and Procedures, in each case as in effect when the arbitration is commenced and as modified by this Section. The seat of arbitration is Miami-Dade County, Florida. Hearings may be conducted by videoconference unless the arbitrator decides an in-person hearing is necessary, in which case it will be held in Miami-Dade County. The arbitrator will apply the substantive law of Florida and the Federal Arbitration Act, may award any relief that a court could award to the individual claimant, and will issue a reasoned written decision. Judgment on the award may be entered in any court of competent jurisdiction. JAMS fees are allocated under the JAMS rules; each party bears its own attorneys' fees unless the arbitrator awards fees under applicable law or finds that a claim or defense was frivolous or brought for an improper purpose.

16.4 Class action waiver. DISPUTES WILL BE ARBITRATED OR LITIGATED ONLY ON AN INDIVIDUAL BASIS. YOU AND DIALLINK WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION, OR TO SEEK RELIEF ON BEHALF OF OTHERS. The arbitrator may not consolidate the claims of more than one customer (except as provided in Section 16.5) or preside over any form of representative or class proceeding. If this waiver is found unenforceable as to a particular claim or request for relief, that claim or request (and only that claim or request) will be severed and decided by a court under Section 16.7, and the remainder of the Dispute will be arbitrated.

16.5 Coordinated filings. If 25 or more arbitration demands raising similar claims are filed against DialLink by the same or coordinated counsel within 90 days, the parties agree that (a) the demands will be administered in batches of up to 25, each batch treated as a single arbitration with one set of filing and administrative fees and one arbitrator, with up to five batches proceeding concurrently; (b) after the first batches are decided, the parties will mediate the remaining Disputes in good faith for 60 days; (c) if Disputes remain unresolved 120 days after the first awards, either party may elect by written notice that the remaining Disputes be resolved in court under Section 16.7 on an individual basis, the class action waiver in Section 16.4 continuing to apply; and (d) limitation periods for the remaining Disputes are tolled from the filing of the first demand until the mediation concludes or the election under (c). If JAMS is unable or unwilling to administer arbitration under this Section 16, the parties will agree on a substitute administrator or, failing agreement within 30 days, either party may ask a court of competent jurisdiction to appoint one under 9 U.S.C. § 5. This Section 16.5 is severable from the remainder of this Section 16. A court of competent jurisdiction will resolve any disagreement about the application of this Section 16.5.

16.6 Exceptions. Either party may (a) bring an individual claim in small claims court if the claim qualifies and remains in that court; (b) seek temporary, preliminary or permanent injunctive or other equitable relief from a court to protect its intellectual property, Confidential Information or the security or integrity of the Services, without waiving arbitration of other claims; and (c) bring a claim for unpaid Fees of less than US$10,000 in court.

16.7 Non-arbitrable claims. Any Dispute that is not arbitrated, whether because of Section 16.6, an opt-out under Section 16.8, or a finding that this Section is unenforceable, will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party consents to their jurisdiction and venue. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL to the fullest extent permitted by law.

16.8 30-day opt-out. You may opt out of this arbitration agreement by sending an email to legal@diallink.com with the subject line "Arbitration Opt-Out" from an Administrator's email address, stating your company name and Account email, within 30 days after you first accept this Agreement or, if your Account existed before the Effective Date of this version, within 30 days after that Effective Date. Opting out does not affect any other provision of this Agreement, including Section 16.7 (court venue and jury waiver). An opt-out applies only to the Customer that sent it.

16.9 Survival and changes. This Section survives termination of this Agreement. If we make a material change to this Section after you accepted it, you may reject the change by notice to legal@diallink.com within 30 days after the change takes effect, in which case the version of this Section you last accepted continues to apply.

17. Governing Law

This Agreement and any Dispute are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act with respect to Section 16. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 16, the state and federal courts located in Miami-Dade County, Florida have exclusive jurisdiction over any court proceeding.

18. Export Controls and Sanctions

The Services, Hardware and software are subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control. You must not use, export, re-export or transfer the Services or Hardware (a) to or in any country or region subject to comprehensive U.S. sanctions, (b) to any person or entity on a U.S. government restricted-party list, or (c) for any purpose prohibited by those laws, including the development of weapons. You represent that you are not located in such a country or region and are not such a person or entity. We may block calls, messages and access to or from sanctioned countries and regions.

19. U.S. Government Customers

The Services and software are "commercial products", "commercial services" and "commercial computer software" as those terms are defined in the Federal Acquisition Regulation (FAR 2.101 and 12.212) and the Defense Federal Acquisition Regulation Supplement (DFARS 227.7202). Government customers acquire only the rights set out in this Agreement.

20. Notices

Notices to DialLink must be sent by email to legal@diallink.com (with a copy by mail to DialLink Corp., Attn: Legal, 1688 Meridian Ave, Suite 700, Miami Beach, FL 33139, United States for notices of breach, indemnification claims and Disputes). Notices to you will be sent to the email addresses of your Administrators or posted in the Services, and you must keep those addresses current. Email notices are deemed received on the business day after they are sent; mailed notices three business days after posting. Routine operational communications (billing, support, service changes) may be sent by email, in-app notice or SMS to the numbers you provide; marketing communications will include an opt-out.

21. General

21.1 Assignment. You may not assign or transfer this Agreement or any Order without our prior written consent, except to a successor in a merger, acquisition or sale of substantially all of your assets that is not a competitor of DialLink, on notice to us. We may assign this Agreement to an affiliate or to a successor in a merger, acquisition, reorganization or sale of assets. Any other attempted assignment is void.

21.2 Force majeure. Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, failures of the internet, power, or third-party carriers and providers, and denial-of-service or other attacks, provided it uses reasonable efforts to mitigate the effect.

21.3 Relationship. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship.

21.4 No third-party beneficiaries. Except for Apple as provided in Section 21.9, the indemnified persons in Section 14 and the persons released in Section 7 of the 911 Service Terms, there are no third-party beneficiaries of this Agreement.

21.5 Entire agreement. This Agreement (including the Policies and any Order) is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals and representations, written or oral. Terms in your purchase order or other business forms are rejected and have no effect. Any amendment must be in writing and signed by both parties, except for changes made under Section 2.1.

21.6 Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect. A waiver is effective only if in writing, and a failure to enforce a provision is not a waiver of it.

21.7 Interpretation. Headings are for convenience only. "Including" means "including without limitation". References to laws include their amendments and successor laws. If this Agreement is translated, the English version controls.

21.8 Electronic acceptance and records. You agree to contract electronically and to receive notices, disclosures and records electronically. We keep a record of the version of this Agreement you accepted and the date of acceptance, and of your acknowledgment of the 911 Service Terms; our records of acceptance are presumed accurate.

21.9 App store terms. For applications obtained from the Apple App Store: this Agreement is between you and DialLink only, not Apple; DialLink, not Apple, is solely responsible for the application and its content, maintenance, support, warranties and any claims relating to it (including product liability, consumer protection, privacy and intellectual property claims); Apple has no obligation to furnish maintenance or support; in the event of any failure of the application to conform to an applicable warranty, you may notify Apple and Apple will refund the purchase price (if any) of the application, and Apple has no other warranty obligation; you must comply with applicable third-party terms (for example your wireless carrier's terms) when using the application; you represent that you are not located in a country subject to a U.S. government embargo or designated as a "terrorist supporting" country and are not on any U.S. government restricted-party list; and Apple and its subsidiaries are third-party beneficiaries of this Section 21.9 with the right to enforce it. For applications obtained from Google Play, you must also comply with the Google Play terms of service. Your use of the applications is licensed, not sold, and is limited to use with the Services in accordance with this Agreement and the applicable store's usage rules.

21.10 Survival. Provisions that by their nature should survive termination survive, as listed in Section 8.5.

21.11 California residents. Under California Civil Code § 1789.3, California users are entitled to the following notice: the Services are provided by DialLink Corp., 1688 Meridian Ave, Suite 700, Miami Beach, FL 33139, telephone +1 (305) 901-5650. Complaints regarding the Services may be sent to support@diallink.com or to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, telephone (800) 952-5210.

22. Definitions

• "Account" means your DialLink account, including all Users, numbers, lines, devices and AI Agents under it.
• "Account Data" means information about you and your Users that we use to set up, administer, bill and support the Account, such as names, business contact details, roles, settings, payment information and support communications.
• "Administrator" means a User you authorize to manage your Account.
• "AiVA" means DialLink's AI agent product line (AI Voice Agents, AI Messaging Agents, AI Knowledge Bases and AI Agent Integrations) as described in the Documentation.
• "Agreement" means these Terms of Service, the Policies and any Order.
• "AI Agent" means an AI Voice Agent or AI Messaging Agent that you configure within the Services.
• "AI Features" means AiVA and every feature of the Services that uses machine learning or generative artificial intelligence, including AI Voice Agents, AI Messaging Agents, AI Knowledge Bases, AI Agent Integrations (including connections made through the Model Context Protocol or similar connectors), AI Call Intelligence (transcripts, summaries, tagging, sentiment analysis, action items and suggested replies) and any Beta Feature that uses artificial intelligence.
• "Billing Period" means the monthly or annual period for which subscription Fees are charged.
• "business day" means a day other than a Saturday, Sunday or U.S. federal holiday.
• "Caller" means any person other than a User who communicates with you through the Services, including people who call or message you, people you call or message, and people who interact with your AI Agents.
• "CPNI" means customer proprietary network information as defined in 47 U.S.C. § 222.
• "Customer Data" means content transmitted, stored or generated through the Services by or for you, including call audio, recordings, voicemails, transcripts, messages, contact lists, AI Agent instructions and knowledge base content, AI Agent conversation logs and outputs, and the Personal Data of Users and Callers contained in any of them. Customer Data excludes Account Data and Usage Data.
• "Data Protection Laws" means all laws applicable to the processing of Personal Data under this Agreement, including the EU and UK General Data Protection Regulations, the Swiss Federal Act on Data Protection, the California Consumer Privacy Act as amended and other U.S. state privacy laws, and 47 U.S.C. § 222.
• "Documentation" means our Help Center at support.diallink.com and other product documentation we publish.
• "Fees" means the subscription fees, usage fees, add-on fees, Hardware prices and professional services fees payable under this Agreement, exclusive of Taxes and Regulatory Fees.
• "good standing" describes an Account that is not suspended and has no Fees more than 15 days overdue.
• "Hardware" means desk phones and other devices purchased from DialLink.
• "Model Provider" means a third party whose speech, language or other artificial-intelligence models are used to deliver the AI Features, as listed on our Sub-processors page.
• "Order" means the plan selection, online checkout, order form or other document under which you subscribe to the Services.
• "Personal Data" means information relating to an identified or identifiable natural person, including "personal information" as defined in U.S. state privacy laws.
• "Policies" has the meaning in Section 1.1.
• "Registered Location" means the street address you register for a line or device for 911 purposes, as described in the 911 Service Terms.
• "Services" means the DialLink cloud communications services described in the Documentation and your Order, including the business phone system (voice calling, SMS, MMS and WhatsApp messaging, voicemail, call routing, call recording and transcription), the AI Features, the DialLink websites, the web, desktop and mobile applications, the APIs and related support.
• "Subscription Term" means any free-trial period together with the monthly or annual subscription period selected in your Order and each renewal of it.
• "Taxes and Regulatory Fees" means taxes, duties, levies, surcharges, regulatory fees and contributions, including federal and state Universal Service Fund contributions, 911 and E911 fees and similar telecommunications-related charges, that we are required to collect or elect to recover.
• "Usage Data" means technical and operational data about the use and performance of the Services, including call detail records (time, duration, numbers and routing), message metadata, logs, feature usage, device and connection data, and AI Feature usage metrics.
• "User" means an individual (such as an employee, contractor or agent of yours) whom you authorize to use the Services under your Account.

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Questions about these Terms: legal@diallink.com · Support: support@diallink.com · DialLink Corp., 1688 Meridian Ave, Suite 700, Miami Beach, FL 33139, United States.