---
template: "legal.peb"
title: "iDialogue — End User License Agreement (EULA)"
description: "Governing Law: Contra Costa County, California"
displayName: "iDialogue — End User License Agreement (EULA)"
category: "legal"
contentType: "legal"
audience: "legal"
tags: "legal"
section: "legal"
seoTitle: "iDialogue — End User License Agreement (EULA)"
seoDescription: "Governing Law: Contra Costa County, California"
---

## iDialogue — End User License Agreement (EULA)

**Effective Upon Acceptance**  
**Governing Law:** Contra Costa County, California

---

## 1. Overview

This End User License Agreement (“EULA”) governs the use of:

- The iDialogue Salesforce Application (“Partner Application”)
- The iDialogue Platform Services (“Platform Services”)

By accessing or using the Software, Customer agrees to this EULA.

---

## 2. License Grant

### 2.1 Partner Application

iDialogue grants Customer a limited, non-exclusive, non-transferable, revocable license to install and use the Partner Application within Customer’s Salesforce organization during the subscription term.

### 2.2 Platform Services

iDialogue grants Customer access to Platform Services, subject to:

- Subscription tier
- Available Credits
- This EULA
- The Terms & Conditions

Platform Services may be modified, limited, or suspended independently of the Partner Application.

---

## 3. Use Restrictions

Customer and Users shall not:

- Violate applicable laws or third-party rights
- Reverse engineer, decompile, or modify the Software
- Circumvent usage limits, credit systems, or pricing controls
- Interfere with platform operations, APIs, or infrastructure
- Create multiple accounts to bypass restrictions
- Use the platform to emulate full paid functionality from baseline access
- Share credentials or tokens outside authorized users
- Upload unlawful or infringing content
- Perform unauthorized security testing, scraping, or automation abuse

Unauthorized use may result in suspension or termination.

---

## 4. Usage and Credits

### 4.1 Credit-Based Usage

Platform usage is metered through Credits as defined in the Terms & Conditions.

Credits:

- Reset monthly
- Are non-transferable
- Have no independent monetary value
- Are non-refundable, except at iDialogue’s discretion

### 4.2 Baseline Mode

When usage limits are exceeded or billing conditions require restriction, the platform enters Baseline Mode.

In Baseline Mode:

- Background and automated agents are disabled
- Advanced models are unavailable
- Chat interaction remains available with reduced-capability models
- Limited platform capabilities remain accessible

### 4.3 Grace Period

Customers in good standing may retain full functionality during a limited grace period as defined in the Terms & Conditions.

After the grace period, accounts transition to Baseline Mode.

---

## 5. Platform Capabilities

Agents may invoke platform capabilities (“Skills”) to perform operations such as:

- Data processing
- File transformation
- Knowledge retrieval
- Automation workflows

Certain capabilities consume Credits and may change over time.

---

## 6. Updates and Changes

iDialogue may:

- Update or modify the Partner Application
- Change Platform Services, models, or capabilities
- Adjust credit consumption, pricing, or limits
- Add or remove functionality

Changes may occur at any time, with pricing-related changes effective at the next billing cycle with notice.

---

## 7. Data Handling

### 7.1 Customer Data

Customer retains ownership of its data.

### 7.2 Platform Processing

Data may be processed within platform services to deliver functionality.

Customer data is not used to train AI models.

### 7.3 Knowledge Storage

Knowledge storage is billed separately as defined in the Terms & Conditions.

Stored data may be removed within 60 days of non-payment.

---

## 8. Service Availability

Services are provided on a commercially reasonable efforts basis.

Availability depends on third-party systems, including:

- Salesforce
- Cloud infrastructure providers
- AI model providers

iDialogue is not responsible for third-party outages.

---

## 9. API and Embedded Use

API access and embedded usage:

- Are subject to the same credit metering rules
- Must comply with platform usage policies

---

## 10. Term and Termination

### 10.1 Term

The license remains active during the subscription term.

### 10.2 Suspension

iDialogue may suspend Platform Services for:

- Non-payment beyond grace period
- Abuse or policy violations
- Security risks

### 10.3 Termination

Upon termination:

- Accounts revert to Free-tier baseline access unless permanently terminated
- Permanent termination may result in full access removal
- Data may be deleted according to retention policies

---

## 11. Disclaimers

- Services are provided “as is” without warranties
- Outputs generated by the platform may be incomplete, inaccurate, or non-deterministic
- Customer is responsible for validating outputs before use
- iDialogue is not responsible for decisions made using platform outputs

---

## 12. Limitation of Liability

To the maximum extent permitted by law:

- iDialogue is not liable for indirect, incidental, or consequential damages
- Total liability is limited to fees paid in the prior 12 months

---

## 13. Governing Law

This EULA is governed by the laws of the State of California, with venue in Contra Costa County.

---

## 14. Entire Agreement

This EULA, together with the Terms & Conditions and any Order Forms, constitutes the full agreement.

Precedence:

1. Order Form / Enterprise Agreement
2. Terms & Conditions
3. EULA  
