Dialog AI Terms of Use (Client Services Agreement)
Last Updated: April 26, 2025

This Client Services Agreement (the “Agreement”) is between Creator Economy Consulting F.Z.E., license 30908, organized under UAE law, with address at FL.H – 01592, Ajman Free Zone B1 Building, Ajman, UAE (doing business as “Dialog AI”, and referred to as “Dialog AI”, “Company”, “we”, or “us”), and you or the entity you represent (the “Client” or “you”). This Agreement governs your access to and use of the Dialog AI voice agents platform and services.

By clicking “Accept” or paying for and using the Services, you acknowledge that you have read and agree to this Agreement. If you accept on behalf of a company, you represent you have authority to bind that company. If you do not agree, do not use the Services.

1. Definitions
  • “Services” – The voice agent platform and related services provided by Dialog AI, including the Voice Agents Studio, telephony/CRM/marketing integrations, and Voice Agent call handling (inbound and outbound calls).
  • “Voice Agent” – An AI-powered virtual agent capable of conducting voice calls with human callers on the Client’s behalf.
  • “Call” – A telephone call (inbound or outbound) that is processed through the Dialog AI platform involving a Voice Agent. A Call is deemed to start when initiated by a caller (for inbound) or by the Voice Agent/system (for outbound).
  • “Fees” – Usage charges and any other amounts the Client must pay for using the Services, as defined in this Agreement.
  • “Prepaid Balance” – The advance payment credit maintained in the Client’s account from which Fees are deducted.
  • “Confidential Information” – Non-public information disclosed by either party that is designated as confidential or that should reasonably be understood to be confidential (including voice call content and data).
  • “ADGM” – Abu Dhabi Global Market. (The governing law of this Agreement is the law applicable in ADGM, as set forth in Section 11.)

2. Services
2.1 Scope: Dialog AI will provide the Client with access to its voice agent platform and tools (the Services). The Services enable the Client to create and manage AI-driven Voice Agents for telephone communications. Key components include:
  • Voice Agents Studio: A web-based interface to design, configure, and test Voice Agents (including conversation scripts and AI behavior).
  • Integrations: Built-in integrations with telephony providers, CRM systems, marketing platforms, and other third-party services, allowing Voice Agents to connect calls and access relevant data (e.g. customer info from a CRM).
  • Call Handling: The capability for Voice Agents to handle inbound calls (calls made by end-users to the Client’s phone numbers) and outbound calls (calls initiated by the Voice Agent on the Client’s instruction). Voice Agents will converse with callers, follow the Client’s configured scripts, gather or provide information, and can transfer or terminate calls as configured.
2.2. Access and Account: The Client will receive an account to access the Services. The Client is responsible for maintaining the confidentiality of its login credentials and for all activities under its account. The Client must use the Services only for its internal business purposes and in compliance with this Agreement.
2.3 Client Responsibilities: The Client is solely responsible for the content of its Voice Agents’ communications and ensuring that use of the Services (including call content and targets) complies with all applicable laws and regulations (such as telemarketing, consumer protection, and privacy laws). The Client must obtain any required consents from call recipients (for example, consent to be called or recorded, if required by law). Dialog AI reserves the right to monitor usage and review call content to ensure compliance and quality, and may suspend the Services as needed to prevent misuse (see Section 7 and Section 5).
2.4Dialog AI will use commercially reasonable efforts to keep the Services available and secure. However, the Client acknowledges that service interruptions or errors may occur (see Section 9 Disclaimers). The Services may evolve over time; Dialog AI may add or remove features (as detailed in Section 8 Modifications).

3 Pricing and Billing
3.1 The Client’s use of the Services is subject to the applicable fees, charges, and billing models communicated by Dialog AI in writing.
Dialog AI may offer various billing models, including but not limited to usage-based pricing (e.g., per-minute charges), outcome-based pricing, subscription fees, tiered plans, or custom enterprise arrangements. The specific pricing applicable to the Client’s use will be determined based on the plan selected or agreed to at the time of account activation or renewal.
Unless otherwise agreed in writing, all Voice Agent usage, including development, testing, and production, is chargeable according to the active pricing model.
3.2 Initial Deposit and Prepaid Balance
Before using the Services, the Client must fund a Prepaid Balance. Unless otherwise specified in a separate agreement or invoice, an initial minimum deposit of USD $1,000 is required to activate the account.
Payment can be made by credit card, bank transfer, or other methods offered by Dialog AI. Once payment is received, the deposit amount will be credited to the Client’s Prepaid Balance and applied toward usage charges.
Dialog AI may offer promotional, pilot, or custom deposit terms on a case-by-case basis, which will be reflected in the Client’s specific invoice or onboarding agreement.
3.3 Deduction of Fees and Maintaining Balance
Call charges and other applicable usage fees will be deducted from the Client’s Prepaid Balance on a per-call or continuous basis. Usage may be deducted in real time or shortly after a call or service event concludes. The Client can view its remaining balance, transaction history, and usage metrics via the Dialog AI dashboard.
The Client is responsible for maintaining a sufficient Prepaid Balance to continue using the Services. If the balance is depleted to zero (or insufficient), Dialog AI may suspend or block further Service usage automatically without prior notice. The Client should monitor its balance and replenish it (“top-up”) as needed.
Dialog AI may (but is not obligated to) send low-balance notifications; however, maintaining continuity of service is the Client’s sole responsibility.
3.4 No Refunds
All payments made to Dialog AI (including the initial deposit and any subsequent top-ups) are non-refundable.
Unused Prepaid Balance will not be refunded or credited to the Client, whether during the term or after termination of this Agreement, except where otherwise required by applicable law.
The Client acknowledges and agrees that prepaid usage credits have no cash value, are not redeemable for cash, and are forfeited upon termination of the Agreement unless otherwise specified.
3.5 Taxes
All fees and charges are exclusive of applicable taxes, including but not limited to value-added tax (VAT), sales tax, or any similar government-imposed charges.
The Client is solely responsible for paying any applicable taxes, levies, or duties arising from its use of the Services. If Dialog AI is legally required to collect taxes, these will be added to the Client’s invoices or deducted from the Client’s Prepaid Balance.
The Client agrees not to withhold any taxes from payments made to Dialog AI. If withholding is legally required, the Client shall gross-up payments so that Dialog AI receives the full invoiced amount without deduction.
3.6 Changes to Pricing and Fees
Dialog AI may update its pricing, introduce new fees, modify billing models, or adjust service packages at any time at its sole discretion. Any such changes will be reflected on the Pricing Page and/or communicated via the Client dashboard or email.
Continued use of the Services after the effective date of updated pricing constitutes the Client’s acceptance of the new Fees.
If the Client does not accept the updated pricing, the Client’s sole remedy is to stop using the Services and terminate the Agreement as outlined in Section 7.
Pricing changes will not apply retroactively to usage that occurred before the effective date; changes are prospective only.
3.7 Payment Methods
The Client authorizes Dialog AI (or its designated payment processor) to charge the payment method on file for all deposits, top-ups, and applicable fees.
The Client must maintain current, accurate billing information and promptly update any changes (such as credit card expiration dates). If auto-recharge or scheduled payments are enabled, the Client authorizes Dialog AI to automatically charge the specified amount when balances fall below the minimum threshold.
If a payment attempt fails, Dialog AI may suspend the Services until the outstanding balance is cleared.
3.8 Credit Terms (Enterprise Only)
Dialog AI’s standard model is prepaid.
In rare cases (for example, with approved enterprise Clients), Dialog AI may offer post-paid invoicing terms, subject to written agreement. In such cases, payment terms (e.g., 15 or 30 days) will be specified in the Client’s invoice or separate agreement.
Late payments on invoiced accounts may incur interest at a rate of 1.5% per month or the maximum amount allowed by law, whichever is lower. Dialog AI reserves the right to suspend Services for overdue invoices.
Regardless of payment method, the no-refund policy remains in effect.
4. Data Use and Privacy
Privacy Commitment: Dialog AI is committed to protecting data privacy. We handle voice and call data in accordance with applicable laws and our Privacy Policy. This section describes key data practices, especially concerning voice call data and AI training.
4.1 Call Recording and Data: The Client acknowledges and agrees that Dialog AI may record and process calls handled by the Voice Agents. When a Voice Agent engages in a call, the audio of the conversation may be recorded and converted to text (transcribed). We collect data such as call audio files, transcripts, caller ID information (phone numbers), call duration, and any information input or generated during the call (collectively, “Call Data”). Call Data may include personal information (for example, a caller’s name or account number spoken on the call). All Call Data that Dialog AI collects and processes on behalf of the Client is considered Confidential Information of the Client (subject to the allowances below for use of data to provide and improve services).
4.2 Use of Call Data (Service Delivery): Dialog AI uses Call Data to provide the Services. This includes using call audio and transcripts to enable the Voice Agent’s functionality (e.g., understanding the caller’s request and formulating a response), and storing call recordings/transcripts for the Client to review through the platform. We may analyze call content to monitor performance, improve response accuracy during the call, and detect any issues (such as the Voice Agent encountering an unexpected scenario). We also use call logs and metadata for billing (measuring call duration for charges) and support (investigating reported problems).
4.3 Use of Data for Improvement and AI Training: The Client agrees that Dialog AI may use Call Data to maintain and improve the Services and Dialog AI’s underlying AI models. Specifically:
  • Dialog AI may review and aggregate call transcripts and outcomes to train and refine its speech recognition, natural language understanding, and response generation algorithms. This training helps improve accuracy and capabilities over time.
  • Any use of Client’s Call Data for AI training will be done in a manner that protects confidentiality: we do not publicly disclose the content of the Client’s individual calls or associate them with the Client’s identity. Training may involve machine learning on Dialog AI’s secure systems. When training or testing AI, we may mix data from many clients and sources and anonymize or pseudonymize any personal information.
  • Dialog AI will not use any personal data from Call Data for marketing or purposes unrelated to providing/improving the Services. We do not sell Call Data to third parties. It is used internally by Dialog AI (and subprocessors) strictly for service delivery and enhancement.
  • Option to Opt-Out (if applicable): If the Client is subject to laws that require an option to opt out of having data used for improving services (for example, certain jurisdictions’ privacy laws or by policy), the Client may notify Dialog AI in writing. Dialog AI will in good faith discuss accommodations (such as excluding the Client’s call transcripts from future AI model training). However, some aspects of learning may be inseparable from the service functionality. (Note: By default, acceptance of this Agreement includes consent to the data use as described.)
4.4 Privacy Policy: Dialog AI’s detailed data handling practices are described in our Privacy Policy, which is incorporated into this Agreement by reference. The Privacy Policy outlines how we collect, use, and protect personal data, and explains the rights of individuals regarding their data. The Client agrees to the Privacy Policy. In case of any conflict between this Agreement and the Privacy Policy regarding the treatment of Call Data, this Agreement will govern as between the parties, but both will be interpreted to give maximum effect to privacy protections and compliance with applicable law.
4.5 Data Security: Dialog AI employs industry-standard security measures to safeguard Call Data and other Client data. This includes encryption of data in transit (e.g., using HTTPS/TLS for dashboard access and API calls) and encryption at rest for stored recordings and transcripts. Access to Client data is restricted to authorized personnel with a need to know. We also maintain organizational and technical measures (firewalls, network monitoring, access controls, regular security audits, etc.) to prevent unauthorized access. However, the Client understands that no system can be guaranteed 100% secure. Dialog AI is not liable for unauthorized access, hacks, or data breaches beyond our reasonable control (subject to the obligations in Section 9 and applicable law). The Client should also implement its own security (e.g., secure password practices for its account).
4.6 Client’s Privacy Obligations: The Client is responsible for informing and obtaining consents from individuals as required by law when using Dialog AI Services. For example.
4.7 Call Recording Notice: In many jurisdictions, you must inform callers that a call may be recorded or handled by an AI. The Client should ensure that an appropriate notice is given (e.g., via a prerecorded greeting or the Voice Agent’s initial script). Dialog AI can provide technical means to play a notice, but the content and compliance of that notice is the Client’s responsibility.

4.8 Use of Personal Data: If the Client provides personal data to Dialog AI (such as uploading a list of customer phone numbers for outbound calls or integrating a CRM), the Client confirms it has the legal right to use and share that data with Dialog AI for the intended purpose. The Client must comply with data protection laws such as obtaining any necessary opt-ins for automated calls or messages, honoring opt-outs, and providing required disclosures to data subjects.
4.9 International Data Transfer: The Client acknowledges that Dialog AI may process data in data centers or with subprocessors located in different countries (for example, the Company might use cloud infrastructure or telephony services that operate internationally). Dialog AI will ensure compliance with ADGM Data Protection Regulations and other applicable laws for any cross-border data transfers (e.g., using Standard Contractual Clauses or equivalent safeguards, if required). The Client is responsible for its own compliance in its jurisdiction regarding use of a foreign service provider.
4.10 Data Retention and Deletion: Dialog AI will retain Call Data for as long as needed to provide the Services and fulfill the purposes described. The Client may typically access recordings/transcripts via the platform for a certain retention period (which may be specified by Dialog AI, e.g., 30, 60, or 90 days rolling storage – details can be provided in the Service documentation). Dialog AI may also retain Call Data and other Client data as necessary to comply with legal obligations, resolve disputes, or enforce agreements. Upon termination of the Services or upon the Client’s written request, Dialog AI will delete or anonymize Client-specific personal data in its possession within a reasonable time, except where retention is required by law or for legitimate business purposes. The Client is advised to export any needed data before termination; after account closure, data may not be recoverable.
4.11 Data Processing Agreement: If required by applicable data protection law (for instance, if the Client is subject to GDPR or ADGM Data Protection Regulations requiring controller-processor contracts), the parties will enter into a separate Data Processing Addendum (DPA) to formally document Dialog AI’s role as a data processor and the instructions regarding personal data processing. In the absence of a separate DPA, Dialog AI will act in accordance with this Agreement and applicable law, and treat personal data from the Client’s calls as per the obligations of a processor (only processing it for the purposes of providing and improving the Services, implementing appropriate security, and not processing for unauthorized purposes).
4.12 Confidentiality: All Call Data and Client-provided data is considered the Client’s Confidential Information. Dialog AI will not disclose it to any third party except: (i) to authorized subprocessors (such as cloud providers or telephony partners) as needed to operate the Service, and only under equivalent confidentiality obligations; (ii) if required by law or court order (in which case we will, where lawful, notify the Client to allow an opportunity to object); or (iii) with the Client’s consent. This confidentiality obligation for Call Data survives termination of the Agreement. (See also Section 12 for general confidentiality handling.)

5. Intellectual Property Rights
5.1 Ownership by Dialog AI: The Client acknowledges that Dialog AI (Creator Economy Consulting F.Z.E.) retains all ownership and intellectual property rights in the Services and the Dialog AI platform. This includes all software, code, algorithms, models (including AI voice and language models), designs, user interfaces, know-how, trademarks (“Dialog AI”), logos, and all other content or materials provided by Dialog AI. All such elements are protected by copyright, trade secret, patent, and other applicable laws. No rights or licenses are granted to the Client except as explicitly set forth in this Agreement.
5.2 Limited License to Client: Subject to this Agreement, Dialog AI grants the Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to access and use the Services solely for the Client’s own internal business purposes. This allows the Client to create and deploy Voice Agents on Dialog AI’s platform and to use the outputs of the Service (e.g. call transcripts, analytic reports) for its business. All rights not expressly granted to the Client are reserved by Dialog AI.
5.3 Client Content and IP: The Client retains all rights to any content or data it provides or uploads to the Service (for example, the text of custom scripts, any audio recordings or prompts provided by the Client, lists of phone numbers or customer data, etc.). Dialog AI does not claim ownership of Client-provided content. However, the Client grants Dialog AI a license to use, process, store, and transmit Client content as necessary to provide the Services to the Client. For example, if the Client uploads a script or knowledge base for the Voice Agent, Dialog AI may copy and format it for the AI model’s use; if the Client provides a list of phone numbers for an outbound campaign, we will store and dial those numbers as instructed. This license to use Client content extends to any subcontractors or subprocessors working on Dialog AI’s behalf, solely for delivering the Services or improving them as described in Section 4. Dialog AI will not use Client content for any other purposes except as permitted under Section 4 (AI training) or with the Client’s further consent.
5.4 Restrictions: The Client shall not: (a) copy, modify, distribute, or create derivative works based on any part of the Services (except to the extent the Client’s own content is part of such derivative); (b) reverse engineer, decompile, or attempt to extract the source code or underlying components of the Service or any software, models, or data provided (except to the limited extent such restrictions are prohibited by law); (c) remove or obscure any copyright, trademark, or other proprietary notices on the platform or any outputs; (d) use any Dialog AI trademark, logo, or name in a way not permitted by Dialog AI; nor (e) allow any unauthorized third party to access or use the Services. The Client’s use of the Services must comply with all applicable laws and the Acceptable Use provisions in Section 2 and this Section. If the Client is found to be engaging in any prohibited activities, Dialog AI may suspend or terminate access (as detailed in Section 7).
5.5 Feedback: If the Client provides any Feedback or suggestions regarding the Services, Dialog AI may use and incorporate those suggestions without any obligation to the Client. The Client hereby grants Dialog AI a perpetual, irrevocable, royalty-free license to use any Feedback for any purpose. (Example: If the Client suggests a new feature or improvement, Dialog AI can implement it and will own that implementation.)
5.6 Third-Party Rights: The Client is responsible for ensuring that any content it provides (such as an audio clip, a script, or data) does not infringe any third-party intellectual property rights. Dialog AI is not liable for use of any Client-provided content within the Service. If Dialog AI receives a claim that any material provided by the Client infringes a third party’s IP or rights, Dialog AI may remove or disable access to that material and will inform the Client. The Client will indemnify Dialog AI for any infringement claims as outlined in Section 6.
5.7 Dialog AI IP Protection: All Dialog AI trademarks, service marks, logos, or slogans are owned by the Company. The Client may not use Dialog AI’s marks without written permission, except as necessary to identify the Service (for instance, truthfully referring to the platform as “Dialog AI” in discussions with your team or customers). If the Client is permitted to use Dialog AI’s marks (e.g., a press release or co-marketing), such use shall be in compliance with any brand guidelines provided.
5.8 Third-Party Providers and IP Ownership
The Client acknowledges and agrees that in order to provide the Services, Dialog AI integrates and relies on several third-party technology providers for core components of its platform, including but not limited to:
These technologies are critical to enabling voice interaction, natural language understanding, and real-time audio processing within the Dialog AI platform.
The Client acknowledges that all intellectual property rights in and to these third-party technologies are owned by their respective providers. Dialog AI does not claim any ownership over these components and uses them under commercial licenses, APIs, or terms of service provided by the respective companies.
The Client’s right to use these third-party components is limited to their functionality as integrated into Dialog AI’s Services. This Agreement does not grant the Client any separate license to use the third-party technologies outside the Dialog AI platform.
Where applicable, Dialog AI may update or change third-party providers (e.g., switching LLM vendors) without notice, provided that such changes do not materially degrade the functionality of the Service. If any specific provider requires the Client’s acknowledgment of additional terms for use, Dialog AI will make those terms available to the Client.

6. Indemnification
The Client agrees to indemnify, defend, and hold harmless Dialog AI (Creator Economy Consulting F.Z.E.), its affiliates, and their officers, directors, employees, and agents (each an “Indemnified Party”) from and against any and all third-party claims, demands, lawsuits, or proceedings, and all related liabilities, damages, losses, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees), arising out of or related to:
  • (a) Client’s Violation of Law: The Client’s use of the Services in violation of any applicable laws or regulations. This includes, for example, claims that the Client made calls or used Voice Agents in a way that violated telemarketing laws (such as calling individuals on a do-not-call list or using automated calls without proper consent), data privacy laws (such as recording calls without consent where required, or mishandling personal data), or other regulations (e.g., unsolicited marketing, spam, harassment, or consumer protection laws).
  • (b) Client’s Breach of Agreement: The Client’s breach of any term of this Agreement or any representation or warranty made herein. For instance, if the Client uses the Service beyond the permitted scope or engages in prohibited activities (Section 5 restrictions), or fails to pay Fees owed, and such breach causes a claim or damage, the Client must indemnify Dialog AI.
  • (c) Content and Conduct: Any allegations that content provided by the Client or the conduct of the Client’s Voice Agents (as configured or instructed by the Client) infringes or misappropriates a third party’s intellectual property rights, or violates a third party’s rights of privacy or publicity, or has otherwise caused harm or damage to a third party. For example, if the Client provides Dialog AI with a script that contains copyrighted material from a third party without permission, or the Voice Agent’s interaction (based on the Client’s setup) defames someone or violates someone’s rights, the Client will be responsible for the resulting claim.
  • (d) Client’s Business Operations: Any disputes or issues arising between the Client and its own customers, end-users, or callers that are attributable to the Client’s use of the Services. Dialog AI is not responsible for the quality of the Client’s products or services or any promises made by the Client to its customers. If a third party (e.g., a customer of the Client) brings a claim against Dialog AI arising from something the Client (or its Voice Agent acting per the Client’s instructions) did or failed to do (for example, a claim that the Voice Agent gave improper advice or that the Client failed to follow up on something from a call), the Client must defend and indemnify Dialog AI.

Indemnification Process: If any Indemnified Party receives notice of a claim or legal action to which this indemnity may apply, that party will promptly notify the Client in writing. (A delay in notice does not waive the right to indemnification except to the extent it prejudices the Client’s ability to defend the claim.) The Client shall then assume control of the defense and settlement of the claim with counsel reasonably satisfactory to Dialog AI. The Indemnified Party will cooperate in the defense at the Client’s expense.
However, an Indemnified Party may participate in the defense with its own counsel (at its own cost) and, if the Client fails to defend timely, the Indemnified Party can assume the defense and the Client will be liable for all costs incurred. The Client shall not settle any claim without Dialog AI’s prior written consent if the settlement involves any admission of wrongdoing by an Indemnified Party or any payment by or obligation on an Indemnified Party. A settlement solely for monetary payment by the Client and that fully releases Indemnified Parties from further liability may be made without consent.
Dialog AI reserves the right, at its option, to assume exclusive defense of any indemnified claim, in which case the Client’s obligations will cover all reasonable costs and damages (and the Client will cooperate).
This indemnity obligation shall survive termination of the Agreement.
(Note: This Section means the Client will defend and cover Dialog AI for many types of third-party claims related to the Client’s use of the Service. In practice, if a claim arises alleging the Service’s core technology infringes someone’s IP (unrelated to Client’s use or content), Dialog AI would likely handle that. But any claim tied to what the Client does with the Service is the Client’s responsibility.)

7. Termination
7.1. Term of Agreement: This Agreement becomes effective when accepted by the Client (electronically or by use of the Service) and continues until terminated as provided below. There is no fixed term; the Agreement remains in effect as long as the Client is using Dialog AI Services.
7.2. Termination by Client: The Client may terminate this Agreement and close its Dialog AI account at any time, for any reason or no reason. Termination can be initiated by giving written notice to Dialog AI (for example, via email to support or via any account cancellation feature in the platform). Unless a later effective date is specified by the Client, termination is effective immediately upon Dialog AI’s receipt of the notice.
Upon Client’s termination:
  • Dialog AI will deactivate the Client’s account and cease providing the Services to the Client.
  • The Client remains responsible for any outstanding Fees incurred up to the termination date. (Because of the prepaid model, this typically isn’t an issue unless there was an overage or delayed charge.) If any usage charges accrued that haven’t been deducted from the Prepaid Balance (e.g., from a final call), they will be deducted or become due immediately.
  • No Refund: The Client’s remaining Prepaid Balance is forfeited. As per Section 3, Dialog AI does not refund any unused prepaid amounts when the Client terminates.
  • The Client should export or save any needed data (call recordings, etc.) prior to termination. Dialog AI may delete Client data after termination (as described below).
The Client can simply stop using the Services as well, but will not be entitled to any refund of unused funds by doing so. If the Client later wishes to reactivate service, a new agreement and deposit would be required.
7.3. Termination or Suspension by Dialog AI:
  • For Convenience: Dialog AI may terminate this Agreement for convenience by providing at least 10 days’ notice to the Client (for example, via email). While uncommon, this could occur if Dialog AI discontinues the Service or decides to end relationships with certain clients or in certain jurisdictions. If Dialog AI terminates for convenience and the Client has a remaining Prepaid Balance, Dialog AI will not be obligated to refund that balance (per No Refund policy), except Dialog AI may, in its discretion or if required by law, refund a portion of unused funds or provide an opportunity to use them within the notice period. (Dialog AI will act in good faith in such situations.)
  • For Breach or Cause: Dialog AI may immediately terminate the Agreement or suspend the Client’s access to the Services (in whole or part) without prior notice if the Client is in material breach of this Agreement or if Dialog AI reasonably determines that: (i) the Client’s use of the Services violates applicable law or this Agreement (for example, misuse of the Service, non-payment, or an unacceptable use that harms others), (ii) the Client’s use poses a security risk or could subject Dialog AI to liability, or (iii) continued provision of Services to the Client is not feasible due to legal/regulatory reasons. Dialog AI will attempt to notify the Client of any such action after the fact, with an explanation of the breach or cause when feasible.
  • Suspension: As an alternative to termination, Dialog AI has the right to suspend the Client’s account or specific Service features in the event of suspected misuse, non-payment, or to prevent harm. During suspension for non-payment, the Client’s Voice Agents will be inactive (calls will not be processed). During suspension for other cause, Dialog AI might disable certain capabilities (e.g., outbound calling) while investigating. The Client remains responsible for Fees during a period of suspension if the account is not terminated.
  • Effect of Termination by Dialog AI: If Dialog AI terminates the Agreement (whether for convenience or cause), the Client’s access will cease as of the effective date of termination. The Client should immediately cease using the Services. Dialog AI will calculate any final charges due and deduct them from any balance or invoice the Client as needed. Unused balance will not be refunded (unless otherwise specified by Dialog AI or required by law in a particular case). If termination was for cause due to the Client’s breach, the Client may also be liable for damages or losses suffered by Dialog AI due to the breach (and Dialog AI reserves all rights to pursue such amounts). Dialog AI will have no liability to the Client for valid termination or suspension of the Services in accordance with this Agreement.
7.4. Post-Termination Data and Transition:
  • Data Access: After termination, the Client will no longer have access to the platform, and Dialog AI is not obligated to retain Client data (such as call recordings or configurations) except as required by law. Dialog AI may delete or destroy all Client-specific data in its possession within a reasonable time after termination, in accordance with its data retention policies (see Section 4).
  • Client’s Export: Prior to termination (or during any notice period), the Client should export any data it wishes to keep. Upon request, and only if feasible, Dialog AI might assist in exporting available data (e.g., providing a batch download of recent call transcripts), but this is not guaranteed and may incur additional cost if it involves significant effort.
  • Surviving Terms: Termination of the Agreement does not affect provisions which by their nature survive, including but not limited to Sections 3 (any payment obligations accrued), 4 (data privacy obligations on both sides), 5 (intellectual property ownership and restrictions), 6 (indemnification), 9 (disclaimers), 10 (limitations of liability), 11 (governing law and dispute resolution), and 12 (miscellaneous), as well as any others that imply survival.
  • Continued Calls: The Client is responsible for redirecting or handling any phone numbers or lines that were pointing to Dialog AI (e.g., if the Client had purchased or forwarded numbers to Dialog AI for the Voice Agent). After termination, those calls will not be answered by Dialog AI. Dialog AI is not responsible for any missed calls or business opportunities due to termination. If phone numbers were provided by Dialog AI, they may be reclaimed or disconnected after termination.
7.5. Termination Not an Exclusive Remedy: Termination is not an exclusive remedy and both parties reserve all other rights and remedies available under law or equity for breach of this Agreement. For example, terminating the Agreement does not waive a party’s right to claim damages for breach or to enforce an indemnity.

8. Modifications to Terms or Services
8.1 Changes to Terms: Dialog AI may modify this Agreement (including any incorporated policies like the Privacy Policy) at any time. When we do so, we will update the “Last Updated” date above and notify the Client of the change via the Services or by email. It is the Client’s responsibility to review any updated Agreement.
  • If a change is material (significant), we will endeavor to provide advance notice. Minor updates (such as clarifications or adjustments for legal compliance) may be effective immediately upon posting.
  • Acceptance of Changes: By continuing to use the Services after an updated Agreement is posted (and after any notice period specified), the Client accepts the revised terms. If the Client does not agree to a change, the Client must stop using the Services and may terminate the Agreement (Section 7). Using the Services after the effective date of changes will constitute acceptance.
  • Changes to Services: Dialog AI reserves the right to change, improve, or discontinue any aspect of the Services at any time:
  • We may introduce new features or functionalities, or discontinue or modify existing ones. (For example, we might add new integration partners or remove support for a legacy browser.)
  • We may impose usage limits or quotas from time to time for technical or operational reasons. If the Client’s usage exceeds such limits, we will notify the Client and the Service may throttle or limit additional usage until limits are adjusted or additional capacity is purchased.
  • If we discontinue the Services entirely or a core feature, we will give advance notice to the Client when feasible so the Client can prepare (and the Client can terminate the Agreement before such discontinuation if desired, as per Section 7).
8.2 Pricing Changes: Any changes to pricing or fees are handled as described in Section 3. Typically, pricing changes will be communicated in advance and will not affect the Client’s usage until after notice.
Maintenance and Updates: Dialog AI may deploy updates, bug fixes, or maintenance to the Service with or without notice, which could temporarily affect availability. We strive to perform maintenance during low-usage hours and, for planned maintenance that could cause significant downtime, to provide notice. However, emergency updates may be applied immediately if needed to protect the integrity or security of the platform.
8.3 Legal or Security Changes: If a change to the Services or terms is required to comply with law or to address an urgent security issue, Dialog AI may implement it immediately and provide notice as soon as practicable. Such changes might override contrary terms in this Agreement if required by law (e.g., if a new regulation mandates a data handling practice, this Agreement will be deemed modified to incorporate that requirement).
8.4 In all cases, Dialog AI shall not be liable for any modification, suspension, or discontinuation of the Services, or any termination of the Client’s access to the Services, provided these actions are taken in accordance with this Agreement. The Client’s sole remedy for dissatisfaction with any changes is to stop using the Services.

9. Disclaimers
9.1 AS-IS Service: Dialog AI provides the Services “AS IS” and “AS AVAILABLE,” without any warranties or conditions of any kind. To the maximum extent permitted by law, we disclaim all warranties—express, implied, or statutory—including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise from course of dealing or usage of trade.
9.2 No Guarantee of Results: The Client uses the Services at its own risk. Dialog AI does not guarantee that the Services will meet the Client’s requirements or expectations, or that any particular results will be achieved. For example, we do not guarantee that Voice Agents will perform without errors or that they will match human performance or accuracy in all cases. AI responses may occasionally be inaccurate or inappropriate, and the Client should not rely on them for situations where errors could cause significant harm without verifying critical information.
9.3 Uptime and Reliability: Dialog AI does not warrant that the Services will be uninterrupted, timely, secure, or error-free. While we strive for high availability, we do not guarantee any specific uptime percentage or response time. System outages or interruptions may occur due to factors within or beyond our control (including internet issues, power failures, or acts of nature). No warranty is given that calls will not be dropped or that communications (data or audio) will reach their destination without loss, delay, or distortion.
9.4 Accuracy of AI and Data: Dialog AI makes no warranty regarding the accuracy, truthfulness, or completeness of any information or content generated by the Voice Agents or provided through the Services. Any information or advice given by a Voice Agent is generated based on the data and algorithms available and is not guaranteed to be correct. The Client is responsible for reviewing and testing the Voice Agent’s outputs for suitability.
9.5 Third-Party Services: The Services may rely on or incorporate third-party services or components, such as telephony carriers, speech-to-text and text-to-speech engines, large language models, or integrations with CRMs and other software. Dialog AI makes no warranty as to the performance or reliability of any third-party services. We have no control over third-party networks or systems (like the public telephone network or cloud infrastructure providers) and thus cannot guarantee that those will function without disruption. Any promises or warranties offered by those third-party providers are separate from this Agreement. The Client’s use of integrations or third-party features might be subject to additional terms from those providers, and the Client is responsible for compliance with those terms.
9.6 No Professional Advice: The Voice Agents may be configured for various purposes (customer service, marketing, etc.), but Dialog AI is not providing legal, medical, financial, or other professional advice. Any content or responses from the Service should not be deemed professional advice. The Client should not rely on AI outputs for decisions that require professional judgment. Dialog AI disclaims any liability for actions the Client or the Client’s end-users take based on information from Voice Agents.
Beta Features: From time to time, Dialog AI may offer Beta or experimental features/services. These may be identified as “Beta”, “Labs”, “Preview”, etc. Such features are provided without any warranties of any kind and may be unstable or change significantly. Use them at your own risk. Dialog AI may discontinue Beta features without notice.
9.7 Overall Disclaimer: No advice or information (oral or written) obtained by the Client from Dialog AI or through the Services shall create any warranty not expressly stated in this Agreement. The Client has independently evaluated its needs and the functionality of Dialog AI and is not relying on any representation or warranty not set forth herein.
9.8 Jurisdictional Caveat: Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent such laws apply to this Agreement, some of the above disclaimers may not fully apply to the Client. In that case, the warranties are limited to the minimum extent required by applicable law.

10. Limitation of Liability
10.1. Indirect Damages: To the fullest extent permitted by law, in no event will Dialog AI (Creator Economy Consulting F.Z.E.) or its affiliates, or their officers, directors, employees, or agents, be liable to the Client for any indirect, incidental, special, consequential, or punitive damages whatsoever. This exclusion includes, without limitation, damages for lost profits, lost revenue, lost business opportunity, loss of data, business interruption, or cover costs (the cost to procure substitute services), arising out of or related to this Agreement or the Services, even if we have been advised of the possibility of such damages and even if a remedy fails of its essential purpose. These types of damages are excluded whether they arise in contract, tort (negligence, strict liability, etc.), equity, or any other legal theory.
For example, Dialog AI will not be liable for: the Client’s loss of customers or sales due to any malfunction or inaccuracy of the Voice Agent; costs associated with the Client having to manually handle calls during a service outage; loss or corruption of the Client’s data or recordings; or any claims or fines the Client incurs (though such claims might be covered under Client’s indemnification obligations instead).

10.2. Cap on Liability: Dialog AI’s total aggregate liability for all claims arising under or related to this Agreement or the use of the Services (whether in contract, tort, or any other theory of liability) is limited to the total amount of Fees actually paid by the Client to Dialog AI in the 12 months immediately preceding the event giving rise to the claim. If the Client has used the Services for less than 12 months, then the liability cap will be the average monthly Fees paid multiplied by 12 (for example, if the Client used for 6 months and paid $2,000 total, the cap would be $(2,000/6)*12 = $4,000). If the Client has paid $0 (for example, during a free trial or if no fees were charged for any reason), Dialog AI’s total liability for any claim will not exceed USD $100.
This cap is an aggregate for all claims and occurrences. Multiple claims will not increase the cap. For example, if two separate incidents each cause $10,000 in damages, and the annual fees paid were $5,000, Dialog AI’s total liability for both incidents together is capped at $5,000, not $5,000 per incident.

10.3. Exceptions: The limitations and exclusions of liability in this Section 10 shall not apply to the extent prohibited by law. Certain claims, such as those involving death or personal injury caused by negligence, or liability for fraud or willful misconduct, cannot be limited by contract in some jurisdictions. Nothing in this Agreement limits or excludes liability for gross negligence, intentional misconduct, fraud, or any liability that cannot be limited by law. Additionally, the Client’s indemnity obligations (Section 6) are separate and are not limited by this Section; likewise, any damages owed by the Client for breach of IP use restrictions or confidentiality may not be subject to the above cap if a court of law determines those fall outside the types of liabilities that can be limited.

10.4. Allocation of Risk: The parties acknowledge that the Fees set under this Agreement reflect the allocation of risk between the parties and the limitations of liability herein. Dialog AI would need to charge substantially more if it were to assume more risk. The limitations in this Section are an essential part of the basis of the bargain between Dialog AI and the Client, and will apply even if an exclusive remedy fails of its essential purpose.

10.5. Claims Period: To the extent permitted by law, any claim or cause of action arising out of or related to the use of the Services or this Agreement must be brought within one (1) year after the cause of action accrued; otherwise, such claim or cause of action is permanently barred. (This does not apply to fee collection efforts by Dialog AI, which may be pursued according to applicable statutes of limitations.)

11. Governing Law and Dispute Resolution
11.1 Governing Law: This Agreement and any disputes or claims arising out of or relating to it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Market (“ADGM”), as applicable in the ADGM. This choice of law is made without regard to conflicts of laws principles that could mandate the application of the laws of another jurisdiction.
11.2 Jurisdiction: The parties agree that the courts of the Abu Dhabi Global Market have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter. Both Dialog AI and the Client consent to the exclusive jurisdiction of the ADGM courts. Each party waives any objection to the venue and jurisdiction of those courts (including any claim of inconvenient forum).
11.3 Legal Compliance: The Client acknowledges that the Services may be subject to UAE, ADGM, and international export control and sanctions laws. The Client represents that it is not located in, and will not use the Services in, any country or region that is subject to a comprehensive embargo by the UAE or other relevant authorities, and that the Client is not listed on any sanctions list (e.g., United Nations or OFAC lists). If such restrictions apply, Dialog AI may terminate the Agreement immediately.
11.4 Arbitration or Mediation (If Agreed): (Optional clause – not specifically requested, but mention if relevant) If the parties prefer to resolve disputes through alternative means, they may mutually agree in writing to submit a particular dispute to mediation or arbitration in ADGM or another agreed forum. Unless otherwise agreed, however, disputes shall be resolved in the ADGM courts as stated above.
Injunctive Relief: Notwithstanding the above, either party may seek injunctive or equitable relief in any jurisdiction as necessary to protect its intellectual property or Confidential Information (for example, to prevent unauthorized use or disclosure of trade secrets), since such matters may require immediate action outside the normal court process.
11.5 Service of Process: The parties agree that service of process in any proceeding in the ADGM courts may be accomplished by any means permitted by ADGM court rules (including service to the address of a party given in this Agreement).
(For clarity: ADGM is a jurisdiction in the UAE with its own courts and legal system based largely on common law. By choosing ADGM law and courts, we ensure a neutral, business-friendly legal framework for this Agreement.)

12. Miscellaneous
12.1. Entire Agreement: This Agreement, including any documents incorporated by reference (such as the Privacy Policy or any applicable Service-specific terms provided by Dialog AI), constitutes the entire agreement between Dialog AI and the Client regarding the Services. It supersedes all prior or contemporaneous agreements, proposals, negotiations, understandings, and communications (whether written or oral) between the parties relating to its subject matter. The Client acknowledges that in entering this Agreement, it has not relied on any representation, warranty, or promise not expressly set out in this Agreement.
12.2. Amendments and Waivers: Except for changes made by Dialog AI as described in Section 8 (Modifications), any amendment to this Agreement must be in writing and signed by both parties (which can include a digital or click-through agreement by the Client and a public posting by Dialog AI that the Client affirmatively accepts). A waiver of any term or breach of this Agreement by either party is only effective if in writing and signed by the party granting the waiver. No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of that or any other right or remedy. A single or partial exercise of a right or remedy does not preclude further exercise of that or any other right or remedy.
12.3. Severability: If any provision of this Agreement is held by an ADGM court (or other court of competent jurisdiction) to be invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it enforceable (if possible) or, if not possible, it will be severed from this Agreement. The rest of this Agreement will remain in full force and effect. In such case, the parties shall negotiate in good faith a valid, enforceable provision that most closely matches the intent of the original provision.
12.4. Assignment: The Client may not assign or transfer this Agreement (in whole or in part), nor delegate any of its obligations, to any third party without Dialog AI’s prior written consent. Any attempted assignment in violation of this clause is null and void. Dialog AI may assign or transfer this Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement, or by operation of law. This Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns.
12.5. Relationship of Parties: The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, franchise, or employment relationship between Dialog AI and the Client or any of their respective employees or agents. Neither party has authority to make any statements, representations, or commitments of any kind on behalf of the other, except as expressly allowed in this Agreement. The Client is solely responsible for its employees and agents and for any compensation or benefits to them; nothing in this Agreement makes them Dialog AI’s employees or agents.
12.6. Force Majeure: Dialog AI will not be liable for any delay or failure to perform its obligations (except payment obligations) under this Agreement if such delay or failure results from events or circumstances beyond its reasonable control (“Force Majeure”). Force Majeure events include, but are not limited to: acts of God, flood, fire, earthquakes, pandemics or epidemics, war, terrorism, civil unrest, governmental restrictions or actions, labor disputes or strikes (other than those involving Dialog AI’s own employees), internet or telecommunications failures, power outages, or failures of third-party service providers. During a Force Majeure event, Dialog AI’s duties will be suspended and it will use reasonable efforts to resume performance as soon as practicable. If a force majeure event continues for an extended period (e.g., more than 30 days), either party may terminate the Agreement upon written notice to the other without liability (other than refund of any prepaid amounts for services not provided due to the force majeure, if applicable and not otherwise excused by no-refund policy).
12.7. Notices: Official notices under this Agreement shall be in writing and shall be deemed given: (a) when delivered by hand; (b) when sent by a recognized overnight courier (with tracking confirmation); or (c) when sent by email and a confirmation copy is sent by one of the other foregoing methods. Notices to Dialog AI should be sent to the Company’s address at the top of this Agreement (Attn: Legal Department) and/or to the contact email provided by Dialog AI for legal notices. Notices to the Client will be sent to the physical address or email address associated with the Client’s account. It is the Client’s responsibility to keep its contact information up to date. Routine communications (e.g., service updates or invoices) may be sent by email or through the platform and do not require formal notice procedures.
12.8. No Third-Party Beneficiaries: This Agreement is made for the benefit of Dialog AI and the Client, and not for the benefit of any third parties. No person or entity not a party to this Agreement shall have any right to enforce any term of this Agreement. (The only exception is that affiliates of Dialog AI and Indemnified Parties are intended third-party beneficiaries of the indemnification and limitation of liability provisions.)
12.9. Publicity: Dialog AI may identify the Client as a user of the Dialog AI platform in its marketing materials or website (using the Client’s name and logo) unless the Client has requested in writing to opt out of such publicity. Any press release or formal case study will be subject to mutual approval.
12.10. Language: This Agreement is executed and provided in English. If this Agreement is translated into another language, the English version shall prevail to the extent of any inconsistency. All communications and notices shall be in English.
12.11. Headings and Interpretation: Section headings in this Agreement are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. The words “include” or “including” mean “including without limitation.”
12.12. Counterparts / Electronic Acceptance: This Agreement may be accepted electronically and such acceptance will be as valid as a handwritten signature. The records of Dialog AI regarding acceptance (such as an electronic timestamp or log) shall be presumed accurate unless proven otherwise. If this Agreement is ever physically signed, it may be executed in counterparts, which together will constitute one instrument.

13. Acceptance
By clicking “Accept” (or a similar button or checkbox) when signing up for Dialog AI, or by electronically signing this Agreement, or by submitting payment for the Services, the Client hereby agrees to and accepts all the terms and conditions of this Agreement. The individual accepting this Agreement on behalf of the Client represents and warrants that they have full authority to bind the Client to this Agreement.
The Client’s electronic acceptance of this Agreement, or commencement of use of the Services, shall have the same legal effect as if the Client had signed a physical contract. The date of such acceptance shall be deemed the Effective Date of the Agreement.
The Client acknowledges that it has had the opportunity to read this Agreement, understands it, and agrees that it is enforceable just as if it was signed in ink. If you do not agree with these terms, do not proceed with using Dialog AI or making any payment. By proceeding, you confirm that you understand and agree to be bound by this Agreement.