--- template: "legal.peb" title: "iDialogue — Terms & Conditions (T&Cs)" description: "Effective Date: Upon customer acceptance" displayName: "iDialogue — Terms & Conditions (T&Cs)" category: "legal" contentType: "legal" audience: "legal" tags: "legal" section: "legal" seoTitle: "iDialogue — Terms & Conditions (T&Cs)" seoDescription: "Effective Date: Upon customer acceptance" --- ## iDialogue — Terms & Conditions (T&Cs) **Effective Date:** Upon customer acceptance **Governing Law:** Contra Costa County, California --- ## 1. Overview These Terms and Conditions (“Agreement”) govern Customer’s use of: - The iDialogue Salesforce Application (managed package) - The iDialogue Platform Services (external compute, AI processing, and integrations) By using any component of iDialogue, Customer agrees to these Terms. --- ## 2. Definitions ### 2.1 Partner Application The Salesforce-managed package including UI components, metadata, flows, and baseline agent capabilities. ### 2.2 Platform Services Cloud-based services enabling advanced agent execution, automation, knowledge retrieval, and data processing, delivered via integrated infrastructure and AI providers. ### 2.3 Credits Units of consumption used to meter platform usage. Credits: - Reset monthly - Are non-transferable - Have no monetary value outside platform usage - Are non-refundable, except at iDialogue’s discretion ### 2.4 Subscription Fees Recurring fees for access to the platform and included Credits. ### 2.5 Baseline Mode A restricted operational state that activates when usage limits are exceeded or billing conditions require reduced access. --- ## 3. Subscription Structure ### 3.1 Subscription Tiers iDialogue offers the following tiers: - Free - Pro - Team - Enterprise Each tier includes: - A fixed monthly credit allocation - Defined platform capabilities - Optional burst usage (where applicable) ### 3.2 Billing - Pro and Team plans are billed monthly - Enterprise plans are prepaid annually - Overages are billed in arrears at the end of each billing cycle ### 3.3 Enterprise Agreements Enterprise customers: - Are governed by these Terms by default - May have additional terms defined in Order Forms or agreements Order Forms take precedence over these Terms where applicable. --- ## 4. Credits and Usage ### 4.1 Credit Allocation Credits: - Reset monthly - Do not roll over - Cannot be purchased separately outside subscription tiers ### 4.2 Burst Usage Paid tiers may exceed included credits: - Pro: up to 3× allocation - Team: up to 3× allocation - Enterprise: 3×–5× allocation (contract-defined) Burst usage is billed in arrears: - Pro: $0.007 per credit - Team / Enterprise: $0.005 per credit (unless otherwise agreed) ### 4.3 Credit Consumption Credits are consumed based on: - Agent requests and responses - Model selection (nano, mini, prime, reasoning, extra reasoning) - Cached vs non-cached operations - Skill/tool invocation iDialogue may adjust consumption rates, model mappings, or pricing with notice prior to the next billing cycle. --- ## 5. Baseline Mode ### 5.1 Activation Baseline Mode activates when: - Free tier exceeds its monthly credit allocation, or - Paid tiers exceed their burst capacity, or - Grace period expires for delinquent accounts ### 5.2 Capabilities In Baseline Mode: - Background and asynchronous agents are disabled - Flow-triggered agents do not execute - Advanced models are unavailable - Chat-based interaction remains available using reduced-capability models - Limited use of platform skills is permitted Baseline Mode is intended to allow continued access for configuration and light interaction. --- ## 6. Grace Period Customers in good standing may receive a grace period: - Up to 30 days (1 day per prior paid month) During grace: - Full capabilities remain available After grace expires: - Account transitions to Baseline Mode --- ## 7. Knowledge Storage Agent knowledge storage is billed separately from usage. - $0.50 per GB per month, or - Equivalent credit consumption (100 credits per GB per month) Storage is measured based on indexed data volume. - Billing occurs monthly in arrears - Storage may be removed within 60 days of non-payment --- ## 8. Platform Capabilities (Skills) Agents may invoke platform capabilities (“Skills”) such as: - Data processing - File transformation - Knowledge retrieval - Automation workflows Certain Skills may incur additional credit consumption. Capabilities may evolve over time. --- ## 9. Data Usage - Customer data is not used to train AI models - iDialogue does not sell or repurpose customer data - Data may be processed within integrated platform services solely to deliver functionality --- ## 10. Service Availability iDialogue provides services on a commercially reasonable efforts basis. Availability depends on integrated third-party services, including: - Salesforce - Cloud infrastructure providers - AI model providers Interruptions caused by third-party services are outside iDialogue’s control. --- ## 11. Customer Responsibilities Customer agrees to: - Maintain accurate billing information - Control access to their environment - Comply with applicable laws and platform policies - Not attempt to bypass credit limits or pricing controls - Not create multiple accounts to evade usage restrictions - Not perform unauthorized testing, scraping, or misuse --- ## 12. API and Embedded Usage API usage and embedded experiences: - Are subject to the same credit metering and billing rules - Must comply with fair use and abuse policies --- ## 13. Pricing Changes iDialogue may modify pricing, credit rates, or consumption rules. Changes: - Apply at the next billing cycle - Are communicated in advance --- ## 14. Termination and Suspension ### 14.1 Suspension iDialogue may suspend platform services for: - Non-payment beyond grace period - Policy violations ### 14.2 Termination Upon termination: - Accounts revert to Free-tier baseline access unless permanently terminated - Permanent termination may result in full access removal --- ## 15. Disclaimers - Services are provided “as is” without warranties - AI-generated outputs are not guaranteed to be accurate - Customer is responsible for reviewing outputs before use - iDialogue is not liable for decisions made based on AI outputs --- ## 16. 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 --- ## 17. Governing Law This Agreement is governed by the laws of the State of California, with venue in Contra Costa County. --- ## 18. Entire Agreement This Agreement, together with any applicable Order Forms and EULA, constitutes the complete agreement between the parties. Precedence: 1. Order Form / Enterprise Agreement 2. These Terms 3. EULA