Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between DialNext Inc. (“DialNext,” “we,” “us,” or “our”) and the individual or entity agreeing (“you” or “Customer”).

Subject to Section 1.3, these Terms govern access to or use of DialNext websites, dashboards, APIs (where exposed), marketplace checkout redirects, telecommunications-enabled workflows (voice/SMS/MMS where offered), messaging threads, contacts repositories, billing portals, realtime collaboration surfaces, documentation, and related services (collectively, the “Services”).

By clicking acceptance buttons during signup, issuing purchase orders referencing these Terms where permitted, accessing authenticated portions of the Services, or permitting Authorized Users to access Accounts, you agree to these Terms and our Privacy Policy (currently at /privacy), incorporated herein by reference.

1.1 Enterprise contracts. If you executed a separate Master Services Agreement or Order Form with us, that agreement controls where it expressly overrides these Terms for enterprise scopes.

1.2 Updates. We may modify these Terms by posting revisions with an updated effective date and/or by emailing administrators on file or displaying an in-product notice. Changes apply prospectively unless prohibited by law. Continued use after the effective date constitutes acceptance except where applicable law requires explicit renewed consent. If you disagree, cease using the Services and close Accounts consistent with termination provisions.

1.3 Beta / preview. Features labeled experimental may lack SLA protections and may change or discontinue without liability beyond what's mandated by law.

You represent and warrant that:

• You have reached the age of majority and capacity required to contract where you reside;
• If you bind an organization, you possess authority to accept these Terms on its behalf and every Authorized User’s activity binds that organization to these Terms;
• You will supply accurate registration information (including billing contacts and carrier-required addresses);
• You will maintain baseline telecommunications capability enabling emergency dialing independent of DialNext except where prohibited.

If any representation becomes inaccurate, notify us promptly at legal@dialnext.io and cooperate with remediation steps.

An “Account” is the authenticated relationship between you (or your organization) and DialNext. “Authorized Users” means individuals you permit to access your workspace(s) under your Account (for example employees, contractors, or invited teammates). Access may require credentials, workspace selection, invitation tokens, or multi-factor verification. You are responsible for maintaining password confidentiality and promptly revoking departed personnel. Notify legal@dialnext.io of suspected compromise.

DialNext may suspend access to protect users, networks, carriers, or lawful operations if we reasonably believe Accounts were hijacked or are being misused—even if suspicion later proves overstated subject to reinstatement obligations under law.

Subject to these Terms and timely payment where required, DialNext grants you a non-exclusive, non-transferable (except as law allows), revocable license during the Term to access and use the Services solely for internal business communications workflows in accordance with documentation and lawful scope of purchased entitlements.

You will not—and will ensure Authorized Users do not—directly or indirectly:

• Copy, modify, translate, create derivative works of, or reverse engineer any part of the Services except as permitted by mandatory law;
• Probe, scan, fuzz, interfere with, or attempt to circumvent security, rate limits, authentication, or telecom protections;
• Remove proprietary notices;
• Use the Services to build a competing dialer/CCaaS offering for third parties;
• Rent, sell, sublicense, or timeshare access except as expressly authorized in writing;
• Transmit malware, unlawful content, content violating third-party intellectual property, or content constituting harassment, threats, hate, or exploitation;
• Misrepresent caller ID, spoof numbers, unlawfully automate robocalls or texts, harvest numbers in violation of law, send spam, or violate carrier acceptable-use policies we pass through by reference.

“Customer Contacts” means individuals or organizations whose personal information appears in contact lists, messaging threads, or similar workspace records you control. “Customer Data” means information you, Authorized Users, or Customer Contacts transmit or make available through the Services—including call/SMS metadata, message bodies, recordings (if enabled), transcripts, CRM fields, or attachments.

As between the parties, you retain rights in Customer Data subject to licenses below. You represent you have secured all rights, notices, consents, and lawful bases necessary for us and carriers to process Customer Data as contemplated.

You grant DialNext a worldwide, royalty-free license to host, reproduce, transmit, display, analyze (for security/quality), sublicense to carriers/subprocessors strictly as needed, and otherwise process Customer Data solely to provide, secure, maintain, evidence, bill, comply with law, and improve the Services (including training de-identified or aggregated models only where disclosed in supplemental product terms—absent such disclosure we will not use Customer message content for model training).

Where GDPR-style controller/processor frameworks apply and a Data Processing Addendum is required, execution of such DPA (if offered separately) supplements this Section without limiting emergency access rights required for security or lawful demands.

6.0 Non-carrier status. DialNext is not a telecommunications carrier, wireless network operator, or traditional telephone utility. We provide software and orchestrate connectivity using underlying carriers, communications-platform-as-a-service providers, numbering administrators, and related vendors. Regulatory obligations, numbering contracts, transit rates, lawful intercept mandates, porting windows, emergency-address databases, or disclosure duties may therefore involve third parties whose terms and tariffs apply to you as Customer or Authorized User where passed through by law or contract.

6.1 Third-party carriers. Voice and SMS channels may traverse third-party carriers, cloud communications platforms, numbering administrators, analytics partners, spam-scoring vendors, lawful intercept infrastructure, or other intermediaries. You consent to routing, logging, lawful inspection, lawful recording, lawful retention, transcoding, lawful disclosure, emergency assistance, spam detection, lawful geolocation lookups, lawful porting, lawful regulatory filings, lawful tax imposition, and similar treatment required to complete calls/messages consistent with carrier terms and national requirements.

6.2 No traditional lifeline substitute. Internet-based communications can fail independently of PSTN outages. Maintain alternative access to emergency services. You are responsible for supplying and updating emergency address or location data if the Services collect it; inaccuracy may delay emergency response.

6.3 Numbering. Purchased numbers remain subject to regulatory and carrier numbering rules; we may reclaim numbers for non-payment, misuse, reclamation by regulators, portability per your lawful requests, or carrier attrition.

6.4 Lawful messaging & calling. You will comply with all applicable telecommunications, privacy, marketing, autodialing, prerecorded-call, SMS/MMS consent, do-not-call, anti-spoofing, export, sanctions, licensing, and industry-standards obligations (including TCPA, CAN-SPAM where email interfaces exist, GDPR/PECR where applicable, CASL, TCPA-like state laws, SHAKEN/STIR realities, and carrier codes of conduct). You will honor opt-outs and maintain evidence of consent.

6.5 Recording. If recording is available, you alone determine legality for your jurisdiction(s) and must provide required notices/consents. DialNext may process stored recordings strictly as Customer Data host.

You will follow in-product compliance notices (for example regional banners) and timely update configurations (including callback URLs or after-hours messaging where provided) to reflect lawful business practices.

We may throttle, block, suspend, filter, or terminate traffic that violates law, threatens network integrity, triggers carrier penalties, matches known fraud signatures, or exposes DialNext to disproportionate regulatory risk after good-faith review where practicable.

Integrations, links, payment pages, analytics, CRM syncs, or identity providers operate under their own terms. DialNext is not responsible for third-party outages, pricing, privacy, or misconduct. Connecting an integration constitutes your instruction to exchange limited Customer Data necessary for that integration subject to vendor security posture.

Access to portions of the Services may be free; paid functionality (subscriptions, usage charges, telecommunications passthrough fees, regulatory surcharges, number monthly fees, international rates) is quoted in-product, in an order, or on marketing pages and may change prospectively after notice except as law requires.

Payments may be processed by third-party processors (such as Dodo Payments). By supplying payment credentials you authorize recurring charges until lawful termination plus outstanding arrears.

Fees exclude taxes unless stated; you indemnify DialNext for taxes we must collect or gross-up except taxes based strictly on our net income.

Late payments may incur finance charges permitted by law plus suspension after reasonable cure periods except where prohibited.

Except where mandated, payments are non-refundable; promotional credits expire as disclosed.

You must dispute invoiced amounts within thirty (30) days of issuance or waive objections except fraud or manifest error.

Unless a separate SLA applies, Services are provided on an “as available” basis subject to scheduled maintenance disclosed when feasible. Credits—if any—are discretionary absent binding SLA commitments.

We do not guarantee uninterrupted operation, error-free behavior, minimum latency, particular Mean Opinion Scores for voice quality, completion of every call or SMS/MMS delivery attempt, preservation of historical logs beyond retention schedules, or uninterrupted routing during carrier or Internet outages.

Except where prohibited by law or superseded by enterprise commitments, DialNext may modify, suspend, or discontinue any feature or integration prospectively—including deprecating integrations or reallocating numbering inventory consistent with Section 6—typically after commercially reasonable advance notice when feasible for paying workspaces (but immediate changes may occur when mandated by carriers, regulators, security incidents, or force-majeure-like constraints).

DialNext owns Services IP (software, trademarks, templates, curated documentation). Feedback you voluntarily provide may be used without obligation or royalty worldwide.

If you believe copyright infringement occurs via our Services, email legal@dialnext.io with detailed notices compliant with applicable notice-and-takedown statutes.

Each party may receive non-public information (“Confidential Information”). Recipient may use such information only for the Services relationship and must protect it using reasonable care (≥ same as own confidential info). Exceptions include public, independently developed, rightfully received, or legally compelled disclosures (with notice unless prohibited).

Processing of personal information follows our Privacy Policy. Each party processes Authorized User HR-like data consistent with its role under applicable privacy frameworks.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DIALNEXT DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. NO ORAL OR WRITTEN INFORMATION NOT EXPRESSLY IN THESE TERMS CREATES A WARRANTY.

Some jurisdictions prohibit certain disclaimers; in such jurisdictions our liability is limited to the maximum legal extent.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR AFFILIATES, CARRIERS, OR SUBPROCESSORS) IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF GOODWILL, SERVICE INTERRUPTION, COVER DAMAGES, LOSS OR CORRUPTION OF DATA (OTHER THAN AS REQUIRED UNDER PRIVACY LAW), OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES—EVEN IF ADVISED OF POSSIBILITY.

EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS; (B) INDEMNITY OBLIGATIONS FOR THIRD-PARTY IP/TELECOM CLAIMS AS SET FORTH HERE; (C) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR BREACH OF CONFIDENTIALITY; (D) LIABILITY THAT CANNOT BE LIMITED BY LAW—EITHER PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES OR TERMS IS LIMITED TO THE GREATER OF (I) USD $100 OR (II) FEES YOU PAID DIALNEXT FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT (OR, FOR FREE TIERS, USD $100).

These limitations allocate risk and enable pricing. Because some jurisdictions disallow limitations, those limitations apply only to the fullest extent allowed.

You will defend, indemnify, and hold harmless DialNext, its affiliates, directors, employees, contractors, carriers, and processors from third-party claims, fines, penalties, fees, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees) arising from (a) Customer Data; (b) your communications or campaigns; (c) breach of these Terms or law; (d) disputes between you and Customer Contacts or Authorized Users; (e) alleged violation of telecom marketing/consent regimes; or (f) infringement or misappropriation caused by materials you upload—except to the extent a claim arises from DialNext’s uncured material breach or willful misconduct.

DialNext may assume exclusive defense subject to your cooperation. Settlement requiring payment or admissions from you requires your consent not unreasonably withheld.

These Terms commence when you accept them and continue until terminated. Either party may terminate for material breach not cured within thirty (30) days after written notice (seven (7) days for payment defaults if we elect). We may suspend or terminate immediately for imminent legal risk, carrier mandate, sanctions match, malware, credible security threat, or fraudulent payment activity.

Upon termination, access ceases and you must cease use of credentials. Sections intended to survive (fees owed, confidentiality, disclaimers, liability limits to the extent enforceable, indemnity, governing law, disputes) survive. Customer Data deletion timelines follow our Privacy Policy and backup rotation.

You certify you are not barred from receiving U.S. exports or services, are not designated on sanctions lists (OFAC/BIS/UN/ EU equivalent), and will not route traffic to embargoed jurisdictions or prohibited parties. Government use of commercial Services in the United States is subject to FAR/DFARS clauses only if expressly executed in writing.

19.1 Governing law. Except where local mandatory consumer protections require otherwise, these Terms are governed by the laws of the State of Delaware, excluding conflicts rules, and the Federal Arbitration Act governs arbitration (if subsection 19.3 applies).

19.2 Venue. Subject to subsection 19.3, exclusive jurisdiction and venue lie in state or federal courts located in New Castle County, Delaware, and you consent to personal jurisdiction there. Replace venue with your counsel-preferred forum if different.

19.3 Optional binding arbitration (U.S. business customers—delete if counsel disfavors). If you are not a consumer protected by non-waivable rights, any dispute arising from the Services shall be resolved by confidential, binding arbitration administered under JAMS Comprehensive Rules in Delaware before a single arbitrator fluent in English. Either party may seek equitable relief in court for IP or confidentiality breaches. CLASS ACTIONS / JURY TRIALS ARE WAIVED TO THE EXTENT PERMITTED.

If any portion of subsection 19.3 is invalid, subsections 19.1–19.2 govern. EEA/UK consumers may invoke local mandatory rights and processes.

19.4 Injunctive relief. Either party may seek temporary injunctive relief where necessary to prevent irreparable harm pending arbitration or litigation.

20.1 Assignment. You may not assign these Terms without our consent except pursuant to a merger or sale of substantially all assets with notice; any unauthorized assignment is void. DialNext may assign freely.

20.2 Force majeure. Neither party is liable for delays caused by events beyond reasonable control including carrier outages, wars, strikes, acts of God, or governmental shutdowns—excluding payment obligations unaffected thereby.

20.3 Independent contractors. Parties are independent contractors; no partnership/agency/joint venture is formed.

20.4 Entire agreement. These Terms plus Privacy Policy plus executed enterprise instruments constitute the entire agreement superseding prior oral/written discussions on the subject matter.

20.5 Severability & waiver. Invalid provisions are modified minimally to enforce intent; failures to enforce are not waivers.

20.6 Electronic notices. You consent to electronic communications satisfying legal writing requirements.

20.7 Language. English controls; translations are courtesy only.

20.8 Contact. DialNext Inc., [Insert principal business address]. Email legal@dialnext.io.

YOU ACKNOWLEDGE YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND. IF YOU DO NOT AGREE, DO NOT ACCESS THE SERVICES.