iDialogue — Terms & Conditions (T&Cs)

Effective Date: Upon customer acceptance Governing Law: Contra Costa County, California

Overview

These Terms and Conditions (“Agreement”) govern Customer’s use of:

The iDialogue Salesforce Application (the managed package installed from the AppExchange), and
The iDialogue Platform Services (external compute, storage, and processing provided through the iDialogue API, powered by AWS and OpenAI).

Customer agrees to these Terms upon use of either component.

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Definitions

2.1 iDialogue Salesforce Application (“Partner Application”)

The Salesforce-managed package including UI components, configuration objects, flows, metadata, and limited baseline agent capabilities necessary for core in-Salesforce functionality.

2.2 iDialogue Platform Services (“Platform Services”)

External compute, storage, and processing services provided outside Salesforce, including but not limited to: • AI agent execution • OCR pipelines • HTML→PDF rendering • Multi-turn or background processing • Vector indexing and knowledge retrieval • Document extraction and ingestion • Large-scale or high-volume tasks • Enhanced reasoning models • High-throughput or batch operations

Platform Services run on the iDialogue cloud infrastructure (AWS, OpenAI, Redis, S3, etc.).

2.3 Credits

Usage units consumed when Platform Services are invoked. Credits are included with subscription tiers and may be purchased separately.

2.4 Baseline Mode

A restricted functional mode used when Credits are exhausted or Customer is in billing arrears. The Partner Application remains functional, but with reduced capabilities.

2.5 Subscription Fees

The total monthly or annual fees paid by Customer for access to the Partner Application and Platform Services. Subscription Fees are billed as a unified amount.

2.6 Agent Knowledge Store

A data repository indexed for agent retrieval. One small Knowledge Store is included in Baseline Mode.

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Structure of the Subscription

3.1 Unified Pricing

Customer pays a single subscription price per tier. This fee covers: • Access to the Partner Application; and • A defined pool of Credits for Platform Services.

3.2 Internal Allocation

iDialogue may internally allocate Subscription Fees between the Partner Application and Platform Services for accounting, financial reporting, or Salesforce program requirements. This internal allocation does not affect Customer’s rights or obligations.

3.3 Auto-Renewal

Subscriptions automatically renew monthly unless canceled. Annual prepayments allocate the full year’s Credits to Customer immediately upon payment.

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Included Functionality

4.1 Partner Application (Baseline Capability)

The Partner Application includes: • Nano-model agent execution • Single-turn agent interactions • Limited token input/output • One baseline background agent run per minute (limited to ~1,000 input tokens) • One (1) page OCR • One (1) page HTML→PDF conversion • One small Agent Knowledge Store • Basic UI and configuration components

This functionality remains available regardless of Customer’s credit balance.

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4.2 Platform Services (Enhanced Capability)

Platform Services extend the Partner Application and include: • Multi-turn agents • High-accuracy model execution • Large document processing and OCR • Vector indexing, retrieval, and multi-file search • Batch automation • Large PDF generation • High rate limits and high concurrency • Enterprise-scale agent workflows • Custom integrations, extended memory, and advanced tools

Platform Services require Credits and are billed as part of the subscription or purchased externally.

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Usage and Credits

5.1 Credit Consumption

Credits are consumed when Customer uses Platform Services or advanced capabilities exceeding baseline limits.

5.2 Exhausted Credits — Baseline Mode

When Credits reach zero, usage automatically transitions to Baseline Mode, which includes: • 1 request per minute • Nano model only • ≤ 1-page OCR • ≤ 1-page PDF generation • Small Knowledge Store • Background agent limit of 1 job/minute, ≤ 1k tokens • No multi-turn agents • No batch or high-volume operations

The Partner Application remains operational.

5.3 Grace Period

Customers in good standing may receive up to an additional 30 days of Baseline Mode usage based on billing history (1 day of grace per prior paid month). Invoices exceeding 30 days past due may lead to suspension of Platform Services. The Partner Application remains available in Baseline Mode.

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Customer Data, Knowledge Stores, and Retention

6.1 Data Storage

Customer data used within the Partner Application is stored in Salesforce. Customer data used in Platform Services (e.g., document processing, Knowledge Stores, embeddings) may be stored on AWS infrastructure.

6.2 Knowledge Store Limits

A small Knowledge Store is included in Baseline Mode. Additional storage or advanced RAG/embedding features require Credits and are treated as Platform Services.

6.3 Data Retention

Platform Services follow variable, usage-based retention policies. iDialogue may purge inactive or expired data to manage cost or capacity. Retention schedules are subject to change and communicated via documentation.

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Service Levels and Availability

7.1 SLA

iDialogue provides services on a commercially reasonable efforts basis. Platform availability is dependent on AWS, OpenAI, and other third-party providers.

7.2 Scheduled Maintenance

iDialogue may perform maintenance windows with reasonable advance notice.

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Customer Responsibilities

Customer agrees to: • Maintain accurate billing information • Control access to the Salesforce org • Use the service in compliance with Salesforce and iDialogue policies • Not abuse free-tier or baseline usage to circumvent Credits • Not engage in security testing or misuse of agent tooling

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Termination and Suspension

iDialogue may: • Suspend Platform Services for non-payment > 30 days • Terminate for material breach • Maintain Partner Application baseline capabilities even if suspension occurs

Customer may cancel at any time via the subscription portal.

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Disclaimers and Limitation of Liability

Standard SaaS disclaimers including: • No warranties • No liability for indirect or consequential damages • Liability caps equal to amounts paid in the prior 12 months • Platform services rely on third-party infrastructure

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Governing Law

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

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Entire Agreement

This Agreement, the EULA, and the ordering documents constitute the full understanding between Customer and iDialogue.