Terms Of Service

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DIALWORKS AI TERMS OF SERVICE

Effective August 28, 2026

Business-to-Business Managed AI Communications Services

IMPORTANT: These Terms form a binding agreement. By clicking “Accept and Continue,” signing or accepting a Customer Order that references these Terms, creating or using an account, or using the Services after being presented with these Terms, Customer agrees to them. The individual accepting represents that the individual has authority to bind Customer.

These Terms of Service (the “Terms”) are between DialWorks AI, LLC, an Arizona limited liability company (“DialWorks”), and the business or organization identified in the applicable Customer Order (“Customer”). DialWorks and Customer may each be a “Party” and together the “Parties.”

1. Agreement Structure and Priority

1.1 Contract Documents. The agreement consists of these Terms, the applicable Customer Order, and the policies or standards expressly incorporated by reference (collectively, the “Agreement”). The incorporated materials may include the Recruiting Appointment Program Terms, Qualified Appointment Standard, Data and Communications Policy, Privacy and Security Terms or Data Processing Addendum, and Acceptable Use Policy. Each incorporated document must be made available to Customer before acceptance and identified by version or effective date in DialWorks’ acceptance record.

1.2 Order of Priority. A separately signed negotiated agreement or amendment controls over these Terms only for the subject matter it expressly addresses. A Customer Order controls for customer identity, selected Services, fees, included usage, initial term, renewal, and expressly approved commercial exceptions. These Terms control all other matters. A Customer Order, sales communication, or partner statement does not alter compliance duties, intellectual-property ownership, confidentiality, indemnification, warranty disclaimers, liability limits, or dispute terms unless it expressly states the change and is approved in writing by an authorized DialWorks officer.

1.3 Separate Agreements. A separate nondisclosure agreement remains effective to the extent it provides greater protection for confidential information. Channel, reseller, white-label, referral, enterprise, custom-development, data-processing, or security arrangements require a separate written agreement when DialWorks determines they fall outside the standard Services. Public Terms do not grant resale, sublicensing, exclusivity, territory, white-label, or end-customer ownership rights.

2. Eligibility, Accounts, and Electronic Acceptance

2.1 Business Use Only. The Services are offered for legitimate business use, not personal, family, or household use. Customer and each authorized user must be at least eighteen years old and legally capable of entering contracts.

2.2 Authority and Accurate Information. The person accepting the Agreement represents and warrants that the person is authorized to bind Customer. Customer will provide accurate legal, billing, contact, brand, licensing, campaign, and account information and promptly update material changes.

2.3 Account Security. Customer is responsible for authorized users, credentials, access permissions, and activity under its accounts. Customer will use reasonable security practices and promptly notify DialWorks of suspected unauthorized access or credential compromise.

2.4 Electronic Records. Customer consents to electronic contracting, notices, disclosures, records, and signatures. DialWorks may retain the identity of the accepting user, organization, timestamp, account and technical audit information, Customer Order, displayed commercial terms, checkbox acknowledgments, payment authorization, and the versions of all accepted documents. Customer may download or request a copy of its accepted Agreement.

3. Services and Managed-Service Relationship

3.1 Services. DialWorks provides managed, AI-enabled communications operations services, which may include outbound or inbound voice communications, recruiting or lead engagement, qualification, appointment scheduling, follow-up, notifications, CRM or calendar updates, reporting, campaign configuration, and related operational services described in a Customer Order (the “Services”). Features, channels, providers, workflows, and technical methods may evolve during the Agreement.

3.2 Managed Service; No Agency. DialWorks operates the Services as an independent contractor. DialWorks is not Customer’s employee, broker, recruiter, employment agency, legal adviser, compliance officer, fiduciary, joint venturer, or agent authorized to make binding offers, hiring decisions, real-estate representations, or other substantive decisions for Customer.

3.3 Configuration and Launch. Acceptance does not authorize immediate production calling or messaging. Launch remains subject to payment, intake, data and compliance review, supported configuration, quality assurance, customer approval of material customer-specific content or configuration, and DialWorks’ final launch approval. DialWorks may reject, delay, limit, or require changes to any campaign.

3.4 Changes to Services. DialWorks may modify, replace, improve, or discontinue nonmaterial features and providers and may make changes reasonably necessary for security, compliance, reliability, scalability, provider requirements, or platform evolution. DialWorks will not materially reduce the core paid Service during a committed term without reasonable notice or a commercially reasonable substitute, except when necessary to address legal, safety, security, or third-party restrictions.

3.5 No Exclusivity. Unless a separately signed agreement states otherwise, Customer receives no exclusivity by geography, market, industry, use case, prospect, or channel.

4. Outcomes, Appointments, and Service Limitations

4.1 No Guaranteed Results. Customer purchases access to and operation of the managed Services—not any guaranteed result. DialWorks does not guarantee any appointment volume, call or message volume, connection or answer rate, appointment attendance, candidate interest, recruitment conversion, agent hire, transaction, revenue, profitability, return on investment, or other business outcome.

4.2 Qualified Appointments. If the Customer Order includes Qualified Appointments, the then-applicable Qualified Appointment Standard governs qualification, delivery, billing, no-shows, cancellations, reschedules, duplicates, existing relationships, wrong-person contacts, technical failures, and dispute timing. Included appointment capacity is not a minimum commitment by DialWorks and does not roll over unless the Customer Order expressly states otherwise.

4.3 Customer Follow-Up. Customer is solely responsible for timely follow-up, appointment handling, recruiting or sales conversations, verification, licensing, disclosures, offers, hiring or affiliation decisions, and all human decisions following a DialWorks interaction.

4.4 AI and Automation Limitations. AI-generated or automated communications may be incomplete, repetitive, inaccurate, misunderstood, or affected by background noise, accents, latency, provider behavior, or third-party data. Customer will not treat AI output, summaries, classifications, transcripts, or appointment information as legal, financial, employment, licensing, or other professional advice and will independently verify material information before relying on it.

5. Customer Data, Instructions, and Cooperation

5.1 Customer Data. “Customer Data” means prospect lists, contact information, suppression lists, scripts, brand materials, instructions, credentials, records, content, and other data submitted by or for Customer or accessed at Customer’s direction. Customer retains ownership of Customer Data.

5.2 Rights and Legal Basis. Customer represents and warrants that it has all rights, permissions, notices, consents, licenses, and lawful bases necessary for DialWorks and its providers to receive, host, use, disclose, transmit, record, transcribe, enrich, and otherwise process Customer Data and communicate with the persons identified by Customer for the approved campaign.

5.3 Accuracy and Instructions. Customer is responsible for the legality, accuracy, completeness, provenance, freshness, and permitted use of Customer Data and Customer instructions. Customer will identify restricted contacts, existing relationships, protected or sensitive data, jurisdictional limitations, campaign exclusions, and material changes. DialWorks may rely on Customer’s representations and approvals.

5.4 License to Perform Services. Customer grants DialWorks and its subprocessors a nonexclusive, worldwide, limited license during the Agreement to host, copy, transmit, modify, display, and otherwise process Customer Data solely to provide, secure, support, and improve the Services; comply with law; prevent abuse; and enforce the Agreement. DialWorks will not sell Customer Data or use identifiable Customer Data to train a general-purpose model for unrelated customers unless Customer expressly agrees in writing.

5.5 Deidentified Operational Data. DialWorks may create and use aggregated or deidentified service, performance, reliability, compliance, and usage data for analytics, benchmarking, fraud and abuse prevention, security, product improvement, and business operations, provided the data does not reasonably identify Customer or an individual.

5.6 Cooperation. Customer will timely provide approvals, access, credentials, data, suppression updates, subject-matter guidance, and personnel reasonably needed for the Services. DialWorks is not responsible for delay or degraded performance caused by Customer, its systems, its providers, or incomplete or inaccurate information.

6. Communications Compliance

6.1 Shared Compliance Framework. Each Party is responsible for laws applicable to its own conduct. Customer remains responsible for the legality of its business, campaign purpose, target audience, offers, employment or recruiting practices, prospect-data sources, instructions, follow-up, and use of results. DialWorks remains responsible for performing its own obligations under laws directly applicable to DialWorks and may impose controls more restrictive than Customer’s instructions.

6.2 Applicable Communications Laws. Customer will comply with all applicable federal, state, and local laws and industry rules governing calls, texts, email, artificial or prerecorded voice, automated dialing, caller identification, contact times, disclosures, consent, call recording and transcription, do-not-call requirements, opt-outs, privacy, data protection, employment and recruiting, fair housing, advertising, licensing, and unfair or deceptive practices. These may include the Telephone Consumer Protection Act, Telemarketing Sales Rule, CAN-SPAM Act, state telemarketing and recording laws, and successor requirements.

6.3 Do-Not-Call and Suppression. Customer will provide and continuously update all Customer-specific do-not-call, do-not-contact, prior opt-out, internal suppression, employee or recruit exclusion, litigation-risk, and other exclusion data. Customer will not knowingly submit a person who has opted out or whose contact is prohibited. DialWorks may apply federal, state, internal, provider, risk-based, and global suppression controls and will honor opt-outs captured through the Services. DialWorks does not warrant that any data source or screening process is complete or error-free.

6.4 Consent and Disclosure. When consent or a particular disclosure is required, Customer is responsible for establishing the lawful campaign basis and providing any customer-specific disclosure or consent language. Customer authorizes DialWorks to use reasonable AI, identity, recording, monitoring, opt-out, and other disclosures configured for the approved campaign. Customer may not remove or circumvent required disclosures or suppression controls.

6.5 Recording and Transcription. The Services may monitor, record, and transcribe communications for service delivery, quality assurance, scheduling, documentation, safety, and compliance. Customer authorizes those functions for approved campaigns and represents that it has identified jurisdictions or circumstances requiring special treatment. DialWorks may disable recording or require disclosure language where appropriate.

6.6 Complaints and Regulatory Matters. Customer will promptly notify DialWorks of any complaint, demand, subpoena, regulator inquiry, litigation threat, or suspected violation relating to the Services; preserve relevant records; stop prohibited follow-up; and reasonably cooperate in investigation and response. Neither Party may admit fault or settle a matter imposing liability or obligations on the other without written consent.

7. Acceptable Use

Customer and its users will not use, direct, or assist use of the Services to:

-   violate law, regulation, licensing requirements, provider rules, or another person’s rights;

-   contact persons without a lawful basis or evade do-not-call, suppression, consent, opt-out, disclosure, or contact-time controls;

-   engage in deception, impersonation, fraud, harassment, threats, hate, discrimination, unlawful recruiting or employment practices, unfair housing conduct, or abusive communications;

-   promote illegal goods or services, high-risk financial schemes, weapons, controlled substances, adult content, or other prohibited campaigns identified by DialWorks;

-   submit protected health information, payment-card data, government identification numbers, account passwords, children’s data, precise location data, or other sensitive information unless expressly approved and subject to appropriate written terms;

-   probe, disrupt, overload, bypass, reverse engineer, copy, scrape, resell, sublicense, or attempt unauthorized access to the Services, models, prompts, workflows, software, infrastructure, safety features, or provider systems;

-   use the Services or outputs to build, train, benchmark for publication, or improve a competing communications platform, model, or service without DialWorks’ written consent; or

-   misrepresent affiliation with DialWorks or make promises, warranties, or legal commitments on DialWorks’ behalf.

DialWorks may investigate suspected misuse and may reject data, block contacts, modify configuration, suspend campaigns, or terminate access when reasonably necessary to protect persons, the Services, DialWorks, providers, or the public.

8. Fees, Billing, Taxes, and Payment Authorization

8.1 Fees. Customer will pay all implementation, subscription, usage, Qualified Appointment, overage, additional-service, and other fees stated in the Customer Order. Unless stated otherwise, implementation and monthly managed-service fees are billed in advance, and usage or appointment overages are billed in arrears. Fees are stated in U.S. dollars and are noncancelable and nonrefundable except as expressly provided in the Agreement.

8.2 Recurring Charges. Customer authorizes DialWorks and its payment processor to charge the payment method on file for recurring fees, overages, taxes, approved additional services, and other amounts due under the Customer Order. Customer will maintain a valid payment method and current billing information. The authorization continues until all amounts are paid and the Agreement ends.

8.3 Invoices and Disputes. Customer must provide a specific, good-faith written billing dispute within fifteen days after the invoice or charge date. Failure to dispute within that period waives the dispute to the extent permitted by law. Customer will timely pay undisputed amounts and may not withhold or offset payment based on appointment attendance, conversion, revenue, or another outcome not guaranteed by DialWorks.

8.4 Late Amounts. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. DialWorks may suspend Services for overdue amounts after reasonable notice, except where a good-faith dispute is pending.

8.5 Taxes. Fees exclude taxes, duties, and assessments. Customer is responsible for all transaction taxes associated with the Services, excluding taxes measured by DialWorks’ net income. Customer will provide valid exemption documentation when applicable.

9. Term, Renewal, Suspension, and Termination

9.1 Term. The Agreement begins upon Customer’s acceptance and continues for the initial commitment stated in the Customer Order. Unless the Customer Order states otherwise, it renews month-to-month after the initial term until properly terminated.

9.2 Customer Nonrenewal. Customer may prevent renewal by providing at least thirty days’ written notice before the next renewal date. Termination does not relieve Customer of fees due through the committed term or for Services, appointments, usage, or work already provided.

9.3 Termination for Cause. Either Party may terminate for a material breach not cured within ten days after written notice, or immediately if the breach cannot reasonably be cured, the other Party becomes insolvent, or continued performance would violate law.

9.4 Protective Suspension. DialWorks may immediately suspend or limit Services for suspected illegality, compliance or safety risk, complaint escalation, inaccurate representations, prohibited data, misuse, security risk, provider restriction, nonpayment, or conduct that threatens DialWorks’ reputation, systems, insurance, legal position, or other customers. DialWorks will provide notice when reasonably practicable. Suspension does not waive amounts due and may continue until the risk is resolved to DialWorks’ reasonable satisfaction.

9.5 Effect of Termination. Upon termination, Customer will stop using the Services and pay all accrued amounts. DialWorks may deactivate integrations and return or delete Customer Data according to the Agreement, applicable retention requirements, backup cycles, legal holds, and its privacy and security terms. Sections intended by their nature to survive will survive, including payment, compliance responsibility, confidentiality, intellectual property, disclaimers, indemnification, liability limitations, disputes, and general terms.

10. Third-Party Services and Integrations

The Services may rely on telecommunications carriers, AI providers, hosting providers, payment processors, data vendors, CRMs, calendars, email or SMS providers, analytics tools, and other third-party services. Customer authorizes DialWorks to exchange Customer Data with approved providers as reasonably necessary to provide the Services. Third-party terms may apply to Customer’s own accounts. DialWorks is not responsible for third-party outages, blocking, rate limits, data quality, account suspension, policy changes, carrier filtering, number reputation, or acts outside DialWorks’ reasonable control, but DialWorks will use commercially reasonable efforts to manage supported providers and restore affected Services.

11. Privacy, Security, and Data Incidents

11.1 Privacy Terms. DialWorks will process personal information in accordance with the applicable privacy notice, Privacy and Security Terms, Data Processing Addendum, Customer Order, and law. If a required data-processing agreement conflicts with these Terms regarding processing of personal information, the data-processing agreement controls for that subject.

11.2 Safeguards. DialWorks will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and information. No system, transmission, provider, or security control is guaranteed to be uninterrupted or impenetrable.

11.3 Customer Security Duties. Customer will limit access, use supported authentication, secure credentials and endpoints, maintain appropriate permissions and backups, and avoid sending sensitive data through unapproved channels.

11.4 Incidents. Each Party will promptly notify the other of a confirmed security incident materially affecting Customer Data or the Services when notice is legally required or reasonably necessary for response. The Parties will cooperate on containment, investigation, legally required notices, and remediation. Customer will not issue a public statement naming DialWorks without prior consultation unless legally required.

12. Confidentiality

12.1 Confidential Information. “Confidential Information” means nonpublic information disclosed by or for a Party that is marked confidential or reasonably should be understood as confidential, including Customer Data, business plans, pricing, security information, product roadmaps, software, source code, workflows, prompts, campaign configuration, technical architecture, credentials, and the nonpublic terms of a Customer Order. Confidential Information excludes information the recipient can document was lawfully known without restriction, independently developed without use of the information, rightfully received without duty, or publicly available without breach.

12.2 Protection and Use. The recipient will use Confidential Information only to perform or exercise rights under the Agreement; protect it with at least reasonable care; and disclose it only to personnel, advisers, contractors, and providers who need to know and are bound by appropriate confidentiality obligations. The recipient is responsible for its representatives’ compliance.

12.3 Required Disclosure. A recipient legally compelled to disclose Confidential Information will, when permitted, provide prompt notice and reasonable assistance so the discloser may seek protection. The recipient will disclose only what is legally required.

12.4 Remedies and Duration. Unauthorized use or disclosure may cause irreparable harm for which injunctive relief is appropriate in addition to other remedies. These duties continue for five years after disclosure, except trade-secret obligations continue while the information remains a trade secret under applicable law.

13. Intellectual Property

13.1 DialWorks Technology. DialWorks and its licensors own all rights in the Services and related software, models, prompts, logic, workflows, documentation, interfaces, configurations, methods, improvements, templates, know-how, analytics, designs, trademarks, and technology (“DialWorks Technology”). Except for the limited right to use the Services during the term, no rights are transferred to Customer.

13.2 Customer Materials. Customer retains ownership of Customer Data and its preexisting trademarks, content, scripts, and materials. Customer grants DialWorks the limited rights stated in Section 5 and permits DialWorks to display Customer’s approved brand and content solely to provide the Services.

13.3 Configuration and Custom Work. Customer-specific configuration, assistants, prompts, scripts, integrations, workflows, or deliverables built using DialWorks Technology remain DialWorks Technology unless a separately signed Change Order expressly assigns identified deliverables after full payment. Customer’s payment for implementation, managed service, or additional work does not by itself transfer source code, platform rights, general know-how, reusable components, or development tools.

13.4 Feedback. Customer may provide suggestions and feedback. DialWorks may use feedback without restriction or compensation, provided it does not identify Customer or disclose Customer Confidential Information.

13.5 Restrictions. Customer will not copy, modify, create derivative works of, reverse engineer, decompile, extract, discover, publish, benchmark for public distribution, sell, sublicense, or use DialWorks Technology except as expressly authorized.

14. Limited Warranty and Disclaimers

14.1 Limited Performance Warranty. DialWorks warrants that it will perform the Services in a professional and workmanlike manner using personnel and practices reasonably appropriate for the Services. Customer’s exclusive remedy for a proven breach is re-performance of the affected Services or, if DialWorks cannot reasonably re-perform, a prorated credit for the materially affected prepaid period.

14.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, THE SERVICES, OUTPUTS, APPOINTMENTS, DATA, INTEGRATIONS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIALWORKS DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, UNINTERRUPTED OPERATION, AND RESULTS. DIALWORKS DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, THAT EVERY COMMUNICATION WILL BE DELIVERED OR ANSWERED, OR THAT CUSTOMER’S USE WILL COMPLY WITH LAWS UNIQUE TO CUSTOMER’S BUSINESS, DATA, JURISDICTION, OR INSTRUCTIONS.

15. Indemnification

15.1 By Customer. Customer will defend, indemnify, and hold harmless DialWorks, its affiliates, providers, officers, personnel, and agents from third-party claims, investigations, penalties, damages, judgments, settlements, costs, and reasonable attorneys’ fees arising from or relating to: (a) Customer Data, data sources, instructions, content, offers, scripts, or follow-up; (b) Customer’s business, recruiting, hiring, licensing, advertising, real-estate, employment, fair-housing, privacy, recording, telemarketing, messaging, do-not-call, consent, or opt-out obligations; (c) Customer’s breach of Sections 5 through 7; (d) Customer’s misuse of the Services or violation of law or third-party rights; or (e) acts or omissions of Customer’s personnel, partners, resellers, or providers.

15.2 By DialWorks. DialWorks will defend Customer against a third-party claim alleging that Customer’s authorized use of the unmodified DialWorks Technology directly infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or settlements approved by DialWorks. DialWorks may modify or replace the affected item or terminate it and refund prepaid fees for the unused affected period. This obligation does not apply to claims arising from Customer Data, Customer instructions, combinations not supplied by DialWorks, modifications, continued use after notice, or use outside the Agreement.

15.3 Procedure. The indemnified Party will promptly provide notice, reasonable cooperation, and control of the defense to the indemnifying Party. Delay in notice reduces obligations only to the extent materially prejudicial. No settlement may admit fault by or impose nonmonetary obligations on the indemnified Party without its written consent.

16. Limitation of Liability

16.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIALWORKS AND ITS AFFILIATES, LICENSORS, AND PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, SAVINGS, OR DATA; COST OF SUBSTITUTE SERVICES; OR FAILURE TO RECRUIT, HIRE, CONVERT, CLOSE, OR ACHIEVE AN EXPECTED RESULT, EVEN IF ADVISED OF THE POSSIBILITY.

16.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF DIALWORKS AND ITS AFFILIATES, LICENSORS, AND PROVIDERS ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER ACTUALLY PAID TO DIALWORKS FOR THE AFFECTED SERVICES DURING THE SIX MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. THE LIMITATIONS APPLY REGARDLESS OF THEORY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.3 Scope and Exceptions. The limitations do not limit Customer’s payment obligations or Customer’s liability for infringement or misappropriation of DialWorks Technology, violation of the Acceptable Use restrictions, or Customer’s indemnification obligations. Nothing limits liability that cannot lawfully be limited. The Parties acknowledge that pricing reflects this allocation of risk.

17. Disputes, Governing Law, and Individual Arbitration

17.1 Informal Resolution. Before filing a formal claim, a Party will give written notice describing the dispute and requested relief. Authorized representatives will attempt in good faith to resolve it for at least thirty days, except either Party may seek immediate injunctive or protective relief.

17.2 Binding Arbitration. EXCEPT FOR ELIGIBLE SMALL-CLAIMS MATTERS OR REQUESTS FOR TEMPORARY OR INJUNCTIVE RELIEF PROTECTING CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY, SECURITY, OR SYSTEMS, ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION WILL BE CONDUCTED BY ONE ARBITRATOR IN MARICOPA COUNTY, ARIZONA, IN ENGLISH. JUDGMENT MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

17.3 No Class Proceedings; Jury Waiver. EACH PARTY AGREES TO BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL PROCEEDING. TO THE EXTENT A CLAIM PROCEEDS IN COURT, EACH PARTY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17.4 Law and Courts. Arizona law governs without regard to conflict-of-law rules, except the Federal Arbitration Act governs arbitration. State and federal courts located in Maricopa County, Arizona have exclusive jurisdiction over matters not subject to arbitration and actions to enforce an award, and each Party consents to jurisdiction and venue there.

18. Changes to Terms

DialWorks may update these Terms and incorporated policies. Nonmaterial administrative, clarifying, security, or legal updates may become effective upon posting or notice. DialWorks will provide reasonable advance notice of material changes. Changes to pricing, committed term, cancellation obligations, material compliance duties, data use, liability, or the core service structure will not apply retroactively and may require affirmative reacceptance. Continued use after the effective date constitutes acceptance only where legally permitted and where DialWorks has provided appropriate notice. DialWorks will preserve prior accepted versions.

19. Notices

Operational and billing notices may be sent to the account email or through the Services. Legal notices to DialWorks must be sent to support@DialWorks.AI and by nationally recognized overnight carrier to: DialWorks AI, LLC, Attn: Legal Notices, PO Box 28938, Scottsdale AZ 85255. Legal notices to Customer may be sent to the legal or billing contact in the Customer Order. Notice is effective upon confirmed electronic delivery, one business day after overnight dispatch, or three business days after certified-mail dispatch.

20. General Terms

20.1 Assignment. Customer may not assign or transfer the Agreement without DialWorks’ prior written consent. DialWorks may assign it to an affiliate or in connection with financing, reorganization, merger, sale of equity, or sale of all or substantially all assets or the applicable business. Any prohibited assignment is void.

20.2 Independent Contractors. The Parties are independent contractors. Neither may bind the other. No third party is a beneficiary of the Agreement.

20.3 Force Majeure. Neither Party is liable for delay or failure caused by events beyond reasonable control, including carrier or provider failure, internet or utility outage, cyberattack, labor disruption, disaster, epidemic, governmental action, or changes in law or provider policy. This does not excuse Customer’s payment for Services already provided.

20.4 Export and Sanctions. Customer will not use or export the Services in violation of United States export-control or sanctions laws or permit access by prohibited persons or territories.

20.5 Entire Agreement; No Reliance. The Agreement is the entire agreement regarding its subject and supersedes prior proposals, discussions, and representations on that subject, except separate agreements preserved under Section 1. Customer acknowledges it has not relied on promises of guaranteed outcomes or commitments not stated in the Agreement.

20.6 Amendments and Waivers. Except for updates under Section 18, amendments must be in a writing approved by authorized representatives of both Parties. A waiver must be written and applies only to the specific instance. Failure to enforce is not a waiver.

20.7 Severability. If a provision is unenforceable, it will be enforced to the maximum lawful extent or modified as necessary to reflect the original intent, and the remaining provisions remain effective.

20.8 Interpretation. “Including” means “including without limitation.” Headings are for convenience. Electronic copies and counterparts are originals. No presumption against the drafter applies.

21. Contact and Incorporated Documents

Questions about the Services or Agreement may be directed to support@dialworks.ai or 480-269-7844

Website Acceptance Statement

BY SELECTING “ACCEPT AND CONTINUE,” THE ACCEPTING INDIVIDUAL CONFIRMS THAT THE INDIVIDUAL HAS REVIEWED AND AGREES TO THESE TERMS, THE CUSTOMER ORDER, AND THE INCORPORATED DOCUMENTS; IS AUTHORIZED TO BIND CUSTOMER; ACKNOWLEDGES CUSTOMER’S DATA AND COMMUNICATIONS RESPONSIBILITIES; AND AUTHORIZES RECURRING PAYMENT AS STATED IN THE CUSTOMER ORDER.