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iDialogue — Terms & Conditions (T&Cs)

Generated 2026-09-12T16:15:43.331943Z

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
  • Starter
  • Growth
  • Scale
  • Enterprise

Each tier includes:

  • An included or custom credit allocation
  • Defined platform capabilities
  • Optional burst usage, prepaid credits, or overages where enabled

3.2 Billing

  • Free has no recurring subscription fee
  • Starter and Growth are billed monthly
  • Scale is priced monthly and billed annually
  • Enterprise billing frequency and prepayment terms are defined in the applicable Order Form
  • Overage billing applies only when enabled for the customer’s plan or agreement

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
  • Remain non-transferable and have no external monetary value

Additional or prepaid credits may be purchased only when offered for an eligible paid plan or specified in an Order Form.

4.2 Burst Usage

Paid plans may permit usage beyond included credits. Applicable maximum usage, overage rates, prepaid-credit terms, and billing treatment are defined at checkout, in the applicable Order Form, or in account configuration.

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 exceeds its included monthly credits, or
  • A paid account exceeds its configured maximum usage or overage allowance, or
  • A billing grace period expires

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