1. Accounts & Eligibility

• Business use: The Services are intended for business use only. You must be at least 18 years old to use the Services.
• Registration: You agree to provide accurate information and keep it current. You are responsible for safeguarding your credentials and all activity under your account.
• Administrators & users: Account owners control organizational settings, billing, and user permissions. You are responsible for your users' compliance with these Terms.
• Prohibition on competitors: You may not access the Services to build a competing product or to benchmark other than for your own internal evaluation.

2. Service Overview

Flydial provides an AI‑assisted outbound calling platform that can place calls, converse with prospects, synchronize with calendars and CRMs, and book meetings. Features may include voice synthesis, transcription, analytics, list imports, integrations, and multi‑line dialing. We may modify, improve, or discontinue features without notice.

3. Your Responsibilities

• Lawful basis & notices: You must have a lawful basis to upload and process any personal data (e.g., lead lists) and to place calls to recipients. You are solely responsible for all required notices, consents, and disclosures (including any AI disclosure) to call participants.
• Telemarketing, consent, and DNC compliance: You—not Flydial—are the "seller"/"telemarketer" where applicable and are solely responsible for compliance with all laws, including the U.S. TCPA, TSR, state telemarketing laws, national/state Do Not Call registries, call time restrictions, opt‑out mechanisms, caller ID rules, and any applicable international regulations.
• Recording/transcription: If you enable recording or transcription, you must first obtain all legally required permissions. You control the configuration of announcements; we do not provide legal advice.
• Acceptable Use: You will not: (i) violate laws or rights of others; (ii) attempt to probe, scan, or test the vulnerability of the Services; (iii) interfere with or disrupt networks or carriers; (iv) use the Services for harassment, fraud, scams, or deceptive practices; (v) upload malicious code; (vi) use the Services to process highly sensitive data (e.g., full payment card numbers, government IDs, protected health information) unless permitted by a written agreement.
• Usage limits & fair use: We may impose or modify limits (e.g., calls per minute, parallel lines, storage, request rate) to protect the platform. You agree not to circumvent such limits.

4. Third‑Party Services & Carriers

The Services rely on third‑party providers (e.g., telephony carriers, cloud hosting, CRMs, calendars, AI/STT/TTS/LLM tools). Your use of integrations may be subject to the third party's terms. We are not responsible for third‑party services and do not control call completion, call labeling, carrier blocking/filtering, line quality, or availability. Fees from third parties (e.g., carrier surcharges, number registration) are your responsibility unless we explicitly state otherwise.

5. Fees, Plans, and Billing

• Pricing: Fees may include a base subscription, usage‑based charges (e.g., per‑minute audio), numbers/lines, and add‑ons. Current pricing may be displayed in the product or order form.
• Billing & payments: You authorize us and our payment processors to charge your payment method for all fees when due, including taxes. Unless stated otherwise, all fees are non‑refundable and charged in advance or as incurred.
• Auto‑recharge & overages: You consent to automatic top‑ups or overage charges if configured to avoid service interruption. If a payment fails, we may suspend or terminate the Services.
• Taxes: Fees are exclusive of applicable taxes, duties, and government charges, which you are responsible to pay.
• Changes: We may change pricing or fees on notice. Continued use after changes take effect constitutes acceptance.

6. Trials, Betas, and Free Features

Any free, evaluation, preview, or beta features are provided "AS IS" without warranty or support and may be modified or discontinued at any time. We may cap usage or time limits for trials.

7. Intellectual Property; Customer Content

• Ownership: As between the parties, you own your Customer Content (e.g., lists, prompts, scripts, audio, transcripts, dispositions, and data you input or generate through your account). We own the Services and all related IP.
• License to Flydial: You grant Flydial a worldwide, non‑exclusive, royalty‑free license to host, process, transmit, reproduce, and display Customer Content solely to provide, maintain, secure, troubleshoot, and improve the Services (including quality assurance and analytics), and to comply with law. We may create de‑identified or aggregated data for benchmarking, analytics, and product improvement.
• Restrictions: You will not reverse engineer or create derivative works of the Services, or remove proprietary notices.
• Feedback: If you provide feedback, suggestions, or ideas, you grant Flydial a perpetual, irrevocable, royalty‑free license to use them without restriction.

8. Data Protection

• Privacy: Our processing of personal data is described in our Privacy Policy. Where required, Flydial will act as your processor/service provider for Customer Content and will not sell or share such data for cross‑context behavioral advertising.
• Security: We implement reasonable technical and organizational measures designed to protect information; however, no method is 100% secure, and you use the Services at your own risk.
• Data Processing Addendum (DPA): Where required by law, we make a DPA (including SCCs, as applicable) available upon request. In the event of conflict between the DPA and these Terms, the DPA governs with respect to processing of Customer Content.

9. Publicity; Marks

We may identify you as a customer (name and logo) in our website and marketing materials, subject to reasonable trademark usage guidelines you provide. You may opt out of further publicity by emailing legal@flydial.ai.

10. Availability; Support; Modifications

• Availability: We aim for high availability but do not guarantee uninterrupted service. VoIP, carrier networks, and the public internet may experience outages, congestion, or blocking outside our control.
• Support: Unless otherwise stated in an order form, support is provided during standard business hours via email or in‑app.
• Modifications: We may modify the Services or Terms to improve functionality, address security, or comply with law. If changes materially reduce functionality, your sole remedy is to discontinue use.

11. Warranties & Disclaimers

12. Indemnification

You will defend, indemnify, and hold harmless Flydial and its affiliates, officers, directors, employees, and agents from and against all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Content or use of the Services; (b) alleged violations of telemarketing, DNC, consent, privacy, or recording laws; (c) disputes with your customers or call recipients; (d) your breach of these Terms; or (e) your violation of law or third‑party rights.

13. Limitation of Liability

To the fullest extent permitted by law:

• No indirect damages: Flydial will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost sales, lost data, business interruption, or replacement costs.
• Cap: Flydial's total liability for all claims in the aggregate will not exceed the greater of **(i) amounts paid by you to Flydial for the Services during the twelve (12) months immediately preceding the event giving rise to liability, or (ii) $100.
• Exclusions: These limitations apply regardless of theory of liability, even if advised of the possibility of damages, and even if a remedy fails of its essential purpose.

14. Suspension & Termination

We may suspend or terminate access immediately if: (a) you breach these Terms, (b) we reasonably believe your use risks security, fraud, legal non‑compliance, or harm to others, or (c) required by a carrier or law. You may terminate at any time by closing your account. Upon termination, your right to use the Services ceases, and we may delete or disable access to your Content after a reasonable period, subject to legal obligations and backups.

15. Government, Export, and Sanctions Compliance

You will comply with U.S. and international export laws and sanctions. You represent you are not located in, operated by, or controlled by a sanctioned country or restricted party list. Government use of the Services is provided with only those rights set forth in these Terms.

16. Dispute Resolution; Arbitration; Class Waiver

• Governing law & venue: These Terms are governed by the laws of the State of Wyoming, without regard to conflicts of laws. Subject to the arbitration provision below, the exclusive venue for any action not subject to arbitration is the state or federal courts located in Laramie County, Wyoming, and you consent to personal jurisdiction there.
• Binding arbitration: Any dispute arising out of or relating to these Terms or the Services will be resolved by confidential, binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The seat of arbitration will be Cheyenne, Wyoming, and the language will be English. Judgment on the award may be entered in any court of competent jurisdiction.
• Class action & jury trial waiver: Disputes must be brought in an individual capacity and not as a plaintiff or class member in any class or representative proceeding. You and Flydial waive any right to a jury trial.
• Opt‑out: You may opt out of arbitration within 30 days of first accepting these Terms by emailing legal@flydial.ai with subject line "Arbitration Opt‑Out" and your account email and organization name.

17. Confidentiality

Each party may disclose to the other party non‑public information marked or reasonably understood as confidential. The receiving party will use such information only to perform under these Terms, protect it using reasonable care, and not disclose it except to employees, contractors, or providers who need to know and are bound by confidentiality obligations.

18. Notices; Electronic Communications

We may provide notices by email, in‑product messaging, or posting within the Services. You consent to receive electronic communications and agree that they satisfy any legal requirements for written communications.

19. Assignment

You may not assign or transfer these Terms without our prior written consent; any attempt to do so is void. We may assign these Terms (in whole or part) without notice, including in connection with a merger, acquisition, or sale of assets.

20. Force Majeure

We will not be liable for delays or failures due to events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, power or internet failures, or failures of third‑party providers.

21. Miscellaneous

These Terms (including any order form and incorporated policies—e.g., the Privacy Policy and, if applicable, the DPA) constitute the entire agreement and supersede prior or contemporaneous agreements on the subject. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing. Headings are for convenience only.

22. Changes to the Terms

We may update these Terms from time to time. When we do, we will update the "Effective" date above. Your continued use of the Services after the updated Terms become effective constitutes acceptance. If you do not agree, you must stop using the Services.

23. Contact

Appendix A — Definitions