EFFECTIVE DATE: AUGUST 1, 2023

VIEW ARCHIVED VERSION

Terms of Service

Welcome to Dialpad. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications, which include, but are not limited to, Dialpad Meetings, Dialpad Connect, Dialpad Support, Dialpad Sell, and Dialpad Digital Engagement (the “Services”) that you order directly through our website. For the avoidance of doubt, if you order services through a Master Service Agreement with us, any such services are governed by the terms of the Master Service Agreement and not these online terms. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at [email protected] or write us at 2700 Camino Ramon Suite 490 San Ramon, CA 94583.

These Terms of Service (the “Terms”) are a binding contract between you and Dialpad, Inc. (“Dialpad,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. Your use of the Services and our website constitutes your agreement with and to be bound by all terms and conditions included in these Terms as well as the terms outlined in the Acceptable Use Policy, Privacy Policy, and Copyright Dispute Policy, all of which are incorporated herein by reference.

MODIFICATIONS AND UPDATES TO TERMS

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Dialpad website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them by discontinuing your use of the Services; unfortunately, that means you will no longer be able to use the Services. Your use of the Services in any way after a change to the Terms is effective and serves as your acceptance of and agreement with any such changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

SERVICE REGISTRATION PROCEDURES

Upon signing up for the Services and at subsequent times as requested by Dialpad, you agree to provide Dialpad with your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, shipping address, the addresses where the Services will primarily be used, 911 registered address for each applicable device, email address, contact phone number, credit card information, and other data which may be necessary to administer your Dialpad account (“Account”) (collectively, “Registration Data”). You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If you provide Registration Data that is, or that Dialpad suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Dialpad has the right, in its sole discretion, to suspend or terminate the Services and refuse any and all current or future use of all Services by you, your business(es), affiliates and all users of your Account. At all times, you shall maintain and promptly update Registration Data. Upon completion of all Registration Data and acceptance of these Terms, Dialpad will provide you with, as applicable, a password(s), user ID(s), telephone number(s), and other Account information. You are solely liable for any transactions or activities by you or anyone else that occur on your Account. You shall immediately notify Dialpad of any unauthorized use of your Account or if any other breach of security has occurred. In no event shall Dialpad be liable for any unauthorized use of your Account. You represent and warrant that you possess the legal right, capacity, and ability to enter into these Terms. You represent and warrant that you have made and will maintain at all times wireless or traditional wireline telephone service that will enable you to call 911 and any other applicable emergency service number.

You represent and warrant that you will not use the Services in environments requiring fail-safe performance or in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage. You represent and warrant that the Registration Data, user name, contact information, office location (as defined in the Services), and all other information provided in connection with your Account are true and correct at all times. You represent and warrant that you will not use the Services in violation of these Terms or any terms incorporated herein. You agree to be financially responsible for your use of the Services, including the authorized or unauthorized use of your Account. In order to use the Services, you must have properly configured and working Internet service and/or Public Switched Telephone Network (“PSTN”) service (i.e., mobile and/or landline phone service) and hereby agree, at your sole expense: to (1) obtain access to your own Internet and/or PSTN service with a third-party provider other than Dialpad; (2) be responsible for payment of Internet and/or PSTN connection or service fees and all equipment necessary to establish a connection to such Internet and/or PSTN service, as may be required to use the Services; (3) supply and pay third-party providers for all additional phone service and features required for your use of the Services; and (4) pay Dialpad for the Services.

Your use of the Services is subject to the restrictions in the Dialpad Acceptable Use Policy. You warrant and represent that you will at all times comply with the Dialpad Acceptable Use Policy.

INFORMATION, AND THIRD PARTIES

In connection with the registration, implementation, maintenance, or servicing of the Services, you will be required to provide data, personally identifiable information, or other materials (collectively “Customer Data”). Should you use Dialpad features that include collection of audio or transcript data, such information is included in the definition of Customer Data You are solely responsible for collecting, entering, and updating the Customer Data. You hereby grant to Dialpad a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive license to copy, store, record, transmit, display, view, print, and use Customer Data to the extent necessary to provide, develop, and improve the Services. You agree that we may authorize access to Customer Data and share how you use our Services to employees, contractors, and agents who need to know the information in order to improve, personalize, and provide Services, conduct research for product development, and enhance user experience. Dialpad may also share Customer Data as permitted pursuant to Dialpad’s Privacy Policy, which is incorporated by reference into these Terms.

Any information transmitted through the Services is the sole responsibility of the person from whom such information originated, and you access all such information at your own risk. Dialpad is not liable for any errors or omissions in that information or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the information or what actions you may take as a result of having been exposed to the information, and you hereby release us from all liability for you having acquired or not acquired information through the Services. We do not guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all your activity in connection with the Services.

Certain of the Services allow you to connect to various third-party services via API or other integrations (“Linked Services”) and may contain links to other websites and services. Dialpad is providing these connections to you only as a convenience, and the inclusion of any connection or link does not imply endorsement by Dialpad of the Linked Services, site, policies, or any association with its operators. Your access and use of such Linked Services is governed solely by the terms and conditions of such Linked Services. Dialpad is not responsible or liable for the contents or behavior of any Linked Services, including without limitation, any link contained in a Linked Service (or the policies or procedures of that Linked Service), or any changes or updates to a Linked Service (or the policies or procedures of that Linked Service). By using any product, service or functionality of the Linked Services, you acknowledge and consent that Dialpad may share Customer Data with such Linked Services utilized by you at your option. By connecting such Linked Services, you agree that you are consenting to the necessary continuous integration and information sharing about you and your end users to such Linked Services. You also agree to hold Dialpad harmless from any liability caused by such Linked Services, including, but not limited to, data breaches, and other acts or behaviors stemming from such Linked Services.

If there is a dispute between participants on this site, or between users and any third party, you agree that Dialpad is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Dialpad, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are or become a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

CHANGES TO SERVICES

Dialpad, in its sole discretion, reserves the right to add, remove, or modify features or functions, including reassignment of phone numbers when such numbers are no longer available, or to provide fixes, updates, and upgrades, to the Services. You acknowledge and agree that Dialpad has no obligation to make available to you any subsequent versions of the Services. In addition, you and Dialpad acknowledge that no third party has any obligation whatsoever to furnish maintenance or support services with respect to the Services and that Dialpad is solely responsible for the provision of maintenance and support as provided in these Terms and to the extent such maintenance and support is required under applicable law. Your continued use of the Services following any modification of the Services constitutes your agreement with any such changes or updates.

ACCOUNT TERMINATION

In the event that you wish to stop using the Services, you may do so at any time, by contacting us at [email protected]. Dialpad may terminate (or suspend access to) your use of the Services or your Account, for any reason in our sole discretion, including, but not limited to, your breach of these Terms.

Upon termination of your Account, all information associated with your Account will be deleted or destroyed in accordance with Dialpad’s Privacy Policy. As such, you should perform regular backups in order to avoid losing information upon termination. If you have deleted your Account by mistake, contact us immediately at [email protected]; if possible, we will attempt to assist in recovering any lost information following an accidental account closure (though we make no representations that we will be able to recover or restore any information).

BILLING AND PAYMENT

Some of the Services are currently free, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are currently using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

If you choose to sign up for any Services that carry a fee (the “Paid Services”) you will be charged the then current fees for such Paid Services. Dialpad’s current fees for the Paid Services can be found at https://dialpad.com/pricing/. Unless otherwise agreed, all fees paid to Dialpad are non-refundable.

Unless you are paying for the service pursuant to an invoicing arrangement with Dialpad or one of our authorized resellers (“Reseller”), as described in the following paragraphs, any applicable initiation charges, usage, monthly recurring charges, support charges, and other fees are billed in full in advance. Termination, international calling, equipment return fees, and transfer charges, if any, are billed in arrears. Upon termination of your Account for any reason, all unused calling credits and international calling credits shall expire in their entirety on the termination date. No refund, transfer, or proration shall be made of any unused calling credits, additional credits, promotional credits, or international calling credits or of any remaining periods/months on any account.

When you subscribe to Services, you will provide us with a valid payment method, such as a valid credit card (including proper billing information), and, if applicable, authorize us to collect from your payment method. Any authorization will remain valid until thirty (30) days after you terminate our authority to charge your payment method. Upon termination, we will charge you any fees and any other outstanding charges and disconnect your Services. You agree to advise and notify us of any changes to your payment method, such as credit card account number or expiration date changes. If the credit card or other payment method on your Account is declined or fails for any reason, Dialpad will use reasonable efforts to contact you and advise you of the failed billing attempts. Notwithstanding the foregoing, Dialpad reserves the right to disconnect your Services and terminate your Account if your credit card on file is declined or fails for any reason, and Dialpad reserves the right to continue to attempt charging your credit card for any outstanding Services charges and additional fees and pursue any other legal remedies available to Dialpad.

Time is of the essence for payment. Therefore, you agree to pay us interest at the lesser rate of (a) 18% per annum or (b) the highest rate allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of Dialpad’s rights to collect the full amount due. We may assess an additional fee of the lesser of (a) fifty dollars ($50) or (b) the highest amount allowed by law for any credit card chargeback or check returned for nonpayment.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorate the charges to your Account.

You must dispute any charges for the Services in writing to Dialpad within thirty (30) days of the date of the charge by Dialpad. If you fail to provide a written statement explaining in reasonable detail your reasons for disputing the charge within such time period, you irrevocably waive any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to [email protected].

PRODUCT PRICING AND AVAILABILITY

With respect to its advertising, offering, or sale of Services, Dialpad attempts to describe its products as accurately as possible. Nevertheless, Dialpad does not warrant that any descriptions, pricing, availability, or other information relating to the advertising, offering, or sale of Services (collectively, “Service Information”) from its website, marketing materials, promotional flyers, advertisements, or other printed or electronic materials (collectively, “Service Materials”) is accurate, complete, reliable, current, or error-free. Despite our efforts, it is possible that Service Information may be mispriced or described inaccurately, or that the Services may be unavailable. In the event Dialpad determines that a Service is mispriced, described inaccurately, or unavailable, Dialpad reserves the right to take any action it deems reasonable and necessary to rectify the error, including without limitation, canceling your Account or subscription to the Services. You agree to notify Dialpad immediately if you become aware of any pricing or descriptive errors or inconsistencies with any Services you order through the Service Materials and comply with any corrective action taken by Dialpad. You acknowledge and agree that the Services may not be available 100% of the time. Credit allowances for interruption of the Services may only be provided on a case-by-case basis at the sole discretion of Dialpad and shall be your sole remedy for any Service interruptions or other issues with the Services.

TAXES, CHARGES, AND FEES

All fees for Services advertised or otherwise listed on the website are exclusive of any federal, state, local sales, international excise, value-added, and similar taxes or fees and administrative or recovery fees or charges (collectively “Taxes and Fees”). For subscribers of Dialpad Paid Services, you agree to pay all Taxes and Fees and/or similar liabilities, however denominated, that may now or hereafter be levied on the Services, which are chargeable to or recoverable from customers by any federal, state, local, or international law or regulation, as well as any administrative and recovery fees and charges levied on the Services by Dialpad, whether or not mandated by law or regulation. Should Dialpad pay or be required to pay such liabilities (including any Taxes and Fees that were due but not charged or previously collected), You agree that Dialpad may invoice you or charge your credit card on file for such payments upon receipt of an invoice and showing of indebtedness to Dialpad.

You are responsible for paying all charges for your Account, including but not limited to toll-free, local, long distance, international, additional feature charges, 411 and operator assisted charges, and directory assistance charges, and for all taxes, surcharges, and fees imposed on you or us as a result of your use of the Service.

DISCOUNTS

From time to time in its sole discretion, Dialpad may offer promotions or discounts. Any promotion or discount code must be provided to Dialpad upon purchase of the Services. You shall not be entitled to a subsequent credit for such promotions or discounts if you do not request such credit at the time of account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for Services retroactively. If a promotion and/or discount is offered on a confidential basis, you agree not to disclose the promotion and/or discount and to assume full responsibility for any harm, direct or indirect, caused to Dialpad by the disclosure of the promotion and/or discount.

UNLIMITED CALLING

Dialpad offers unlimited monthly calling for domestic calls (United States and Canada) from your mobile phone or computer. An unlimited service provides you with a domestic telephone number and is subject to the terms and restrictions of Dialpad’s Acceptable Use Policy, along with any other restrictions described herein, as well as any reseller agreements, if applicable. If, for any reason, Dialpad believes that you are using the unlimited service for a prohibited purpose and/or your call usage violates Dialpad’s Acceptable Use Policy, then Dialpad may, in its sole discretion, with or without notice, terminate your unlimited service.

TOLL-FREE CALLING

Dialpad offers toll-free numbers for an additional monthly fee, plus additional charges based on the minutes of use for inbound calls. Having a toll-free number requires that you maintain a balance of calling credits. When you are nearing exhaustion of your initial paid allotment of calling credits, we will automatically recharge on your behalf an incremental package for additional credits, unless you disable this feature otherwise. Post-paid pricing packages and other variable terms may be available through invoiced accounts or resellers. Please refer to any applicable reseller agreements for additional terms of service. If, for any reason, Dialpad believes that you are using the toll-free calling for a prohibited purpose and/or your call usage violates Dialpad’s Acceptable Use Policy, then Dialpad may, in its sole discretion, with or without notice, terminate your toll-free calling service.

INTERNATIONAL CALLING AND “LOCAL” INTERNATIONAL TELEPHONE NUMBERS

To make international calls using the Services, you must enable international calling in your settings and pre-purchase at least the minimum package of international calling credits necessary to make such international calls. Insufficient credits may cause your call to be terminated. Packages of international calling credits will diminish based on the rate defined per country and carrier. Our international calling rates are available at https://www.dialpad.com/rates/. In addition, you may be charged any applicable Taxes and Fees associated with international calls. You are solely responsible for the region and numbers you choose and any associated charges on your Account. Dialpad also offers some “local” international numbers for you to make and receive calls and texts. Rates, terms, Taxes and Fees associated with international inbound and outbound calling and texting services may vary based on the country and reseller agreement, if applicable. If, for any reason, Dialpad believes that you are using the Services for a prohibited purpose and/or your call usage violates Dialpad’s Acceptable Use Policy, then Dialpad may, in its sole discretion, with or without notice, terminate your service.

VALUE, OWNERSHIP, AND EXPIRATION OF CALLING CREDITS

Toll-free and international calling credits have no monetary value and cannot be exchanged for the cash value or refunded at any time after such credits are purchased by you, including after the closure of your Account. Credits may only be redeemed and used by the holder or users of the associated account or “office” to which the credits have been credited, and may not be sold, transferred, assigned, or used by another user or with another user’s account or office. Any unused credits remain on your Account and "roll over" to the next billing period. Additional credits and promotional credits expire according to the terms of their purchase.

ACCOUNT OWNERSHIP

The Account owner shall be the legal entity (e.g., corporation, partnership, individual) that signs up for the Services with Dialpad. If no legal entity is provided upon sign-up, the Account owner shall be the owner of the credit card used to open the Account. Subsequent changes to ownership must be supported by appropriate legal documentation. Dialpad shall not adjudicate ownership-related disputes, or any other internal business dispute. If Dialpad is unable to determine the valid owner of the Account, Dialpad reserves the right to suspend or terminate the Account and Services.

ADDITIONAL TERMS FOR DIALPAD VOIP SERVICE

The Services may include one or more Voice over Internet Protocol (“VoIP”) lines, including the option to add additional lines at a later date. Your license to the Services is provided for a term specified in your order (the “Term”) through Dialpad or an authorized reseller. The initial Term begins on the date that you sign up for the Services (the “Date of Purchase”). The Term for all Services will renew automatically for successive Terms of the same length without further action by or notice to you unless you notify Dialpad customer service of non-renewal at least thirty (30) days before the end of the then current Term, unless otherwise provided in your order.

Monthly Service. For subscribers of monthly Services, you may cancel or terminate your use of the Services with or without cause at any time by contacting Dialpad customer service at [email protected], subject to the restrictions and fees provided in these Terms, and any additional agreements governing the Services.

Annual Service. For subscribers of annual Services, you are purchasing the Services for the full length of the applicable annual term (“Annual Term”). If you terminate the Services prior to the end of your Annual Term, you are responsible for all charges for any remaining time left on the Annual Term as if you remained a customer through the end of the then-current Annual Term, including, without limitation, outstanding charges, unbilled charges, taxes, and fees, including any applicable disconnection fee. In addition, you will not be entitled to a refund for any unused portion of prepaid Annual Term charges.

Equipment. To use the Services, you may wish to purchase phones, headsets, or other equipment (collectively, “Equipment”). All Equipment shipments are F.O.B. Dialpad’s shipping distributor facility. Dialpad’s liability for delivery shall cease, and title to such Equipment (if applicable) and all risk of loss or damage shall pass to you upon delivery to the shipping carrier.

STORAGE OF USER INFORMATION

Dialpad is not obligated to store your communications logs, voicemails, faxes, emails, or other messages and does so only as a convenience to you. You agree that Dialpad has no responsibility or liability whatsoever for the deletion or failure to store any call log information, voicemails, faxes, emails, messages, and/or other communications maintained or transmitted by the Services. You acknowledge and agree that Dialpad may establish limits as to the size of communications that Dialpad transmits or stores and the duration for which Dialpad stores any communications.

CONFIDENTIALITY

You may use Dialpad Confidential Information (as defined below) only in connection with your use of the Services as permitted pursuant to these Terms. During the term of your use of the Services and for a period of five (5) years thereafter, you will not disclose Dialpad Confidential Information and you will take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of Dialpad Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.

For purposes of these Terms, “Dialpad Confidential Information” means all nonpublic information disclosed by Dialpad or its affiliates, employees, agents, contractors, partners, or suppliers, which is either designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, would reasonably be understood to be confidential in nature, including but not limited to: (a) nonpublic information relating to Dialpad’s customers, business plans, product roadmaps, promotional and marketing activities, finances, or other company or information; and (c) the nature, content and existence of any discussions or negotiations (including, but not limited to the terms of these Terms or any other agreement and any pricing or discounts). Dialpad Confidential Information does business information (or that of our affiliates, partners, or suppliers); (b) any confidential and proprietary third-party not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to you at the time of your receipt from Dialpad; (iii) is received from a third party who was not bound by an obligation of confidentiality or restriction on disclosure; or (iv) can be evidenced as independently developed by you without reliance on or reference to the Dialpad Confidential Information.

WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION.

Warranty Disclaimer. Dialpad does not make any representations or warranties concerning the Services. Additional services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Dialpad. THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL DIALPAD BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II) THE AMOUNTS PAID BY YOU TO DIALPAD IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

ndemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold Dialpad, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any third-party claims relating to (a) your use of the Services (including any actions taken by a third party using your Account), and (b) your violation of these Terms (including any terms or policies incorporated by reference herein). In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your Account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

OTHER TERMS

Governing Law & Venue. These Terms are subject to and governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflicts of laws provisions. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be mutually agreed upon from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California.

Survival. Provisions that, by their nature, should survive termination of these Terms shall survive termination. For avoidance of doubt, the provisions of these Terms relating to intellectual property ownership, customer representations, confidentiality, equipment, number porting and availability, storage of user information, customer feedback, publicity rights, additional software licenses, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, future changes, interpretation, dispute resolution and arbitration, and choice of law shall survive termination or expiration of these Terms for the maximum term allowable by law.

Force Majeure. Dialpad shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond Dialpad’s reasonable control.

Dispute Resolution and Optional Arbitration. In the event of any dispute, claim, question, or disagreement between you and Dialpad (“Dispute”), you and Dialpad shall first use reasonable best efforts to settle the dispute, claim, question, or disagreement. To this end, you and an authorized member of Dialpad’s legal department (or other representative of Dialpad designated by the legal department) shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Neither you nor Dialpad shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.

California Subscribers. Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 916-445-1254.

EFFECTIVE DATE: JUNE 9, 2020

Acceptable Use Policy

This Acceptable Use Policy (“AUP”) is incorporated by reference into your Agreement with Dialpad—either the Master Services Agreement executed by and between Dialpad and You or the Terms of Services agreed to by You by signing up for any Service, using the Service, or downloading, installing, or using any application (the “Agreement”). This AUP governs your use of the Dialpad website, Dialpad Connect, Dialpad Meetings, Dialpad Sell and Dialpad Support (each a “Service” and collectively, the “Services”).

Use Policies

Fair Use. Dialpad is committed to providing first class customer service and value to users of our Services. In order to provide the best pricing, support and Services available to all of our users, we retain the right to impose limits on your usage of the Services or to terminate the Services if we reasonably believe that your usage, including, but not limited to, the total number of calls you make, SMS messages you send, or minutes you use is not consistent with normal, fair, and reasonable use of such Services. Wherever reasonably possible, we will give you written notice before taking any such action, and allow a reasonable period to allow you to modify your use.

Illegal or Inappropriate Behavior. You shall not use the Services for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with Dialpad’s ability to provide high quality Services to other customers, prevents or restricts other customers from using the Services, or damages Dialpad’s or other customers’ property. If Dialpad finds that you are using the Services for anything other than the permitted uses in the Agreement or for any of the prohibited uses in the Agreement, Dialpad may at its sole discretion terminate your Service and charge you any applicable fees for the Services used plus damages caused by your improper use. Prohibited uses include, but are not limited to: (1) Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy; (2) Sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes (commercial or otherwise) (“spamming”) in violation of applicable law or regulation, or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes; (3) Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous; (4) Creating a false Caller ID identity (“ID spoofing”) or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services with the intent to defraud, cause harm, or wrongfully obtain anything of value; (5) Using any intellectual property rights protected by applicable laws and contained in or accessible through the Services for the purpose of building a competitive product or service or copying its features or user interface; (6) Using the Services, or permit it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Dialpad’s prior written consent; (7) Using the Services to develop or enhance any software, software code, or any derivative works of any software without Dialpad’s prior written consent; (8) Using the Services for the purpose of monitoring the Services’ availability, performance, functionality or for any other benchmarking or competitive purposes; (9) Violating any U.S. or foreign law regarding the transmission of technical data or software exported through the Services; (10) Utilizing the Services in excess of what, in Dialpad’s sole discretion, would be expected of normal business use, including without limitation allowing more than one user to use a single line or using a single line in excess of what would be expected of a single user; and (11) Using the Services in any way that interferes with other customers’ and third parties’ use and enjoyment of the Services or use the Services in any manner which disrupts, prevents or restricts any other customer from using the Services.

You further understand and agree that your use of the Services is subject to all applicable local, state, national, and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, and false advertising). In addition, some of Dialpad’s Services are offered on an “unlimited” basis. All unlimited Services may only be used for normal business use and exclude international calling to countries other than Canada, which is available for an additional fee. Unlimited Services also may not be used for any of the following prohibited uses (which are in addition to the other prohibited uses applicable to all Services): trunking or forwarding your Dialpad number to (an)other phone number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system; spamming or blasting (e.g., sending one hundred (100) or more bulk and/or junk voicemail simultaneously); bulk call-in lines (e.g., customer support or sales call centers not provided by Dialpad, “hotlines”, 900 numbers, sports-line numbers, etc.); and auto-dialing or “predictive” dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place outbound calls). In addition, unusually high usage of the Services may impair Dialpad’s ability to provide high quality Services to others and/or indicate unauthorized use of the Services, in which case, Dialpad may suspend or terminate your Account or, upon prior notice. Dialpad reserves the right to add to, modify or amend this Acceptable Use Policy at any time for any reason at its sole discretion.

RESTRICTIONS ON CONTENT CONTRIBUTIONS AND SUBMISSIONS

You represent, warrant, and agree that you will not contribute any Content (as that term is defined in the “Content Ownership” section below) or user submission (or otherwise use the Services or interact with the Services in a manner that):

1. Infringes or violates the intellectual property rights or any other rights of anyone else (including Dialpad);

2. Violates any law or regulation;

3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

4. Jeopardizes the security of your Dialpad account or anyone else’s (such as allowing someone else to log in to the Services as you);

5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;

6. Violates the security of any computer network, or cracks any passwords or security encryption codes;

7. Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

8. Uses any intellectual property rights protected by applicable laws and contained in or accessible through the Services for the purpose of building a competitive product or service or copying its features or user interface;

9. Uses the Services, or permits it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Dialpad’s prior written consent;

10. Uses the Services to develop or enhance any software, software code, or any derivative works of any software without Dialpad’s prior written consent;

11. Uses the Services as a direct competitor of Dialpad or for the purpose of monitoring the Services’ availability, performance, functionality or for any other benchmarking or competitive purposes;

12. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

13. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services. Dialpad reserves the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.

Content Ownership and End User License/Restrictions

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and user submissions (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You agree that you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Dialpad’s) rights.

You understand that Dialpad owns the Services. You will not (and will not permit any third party to): (a) rent, lease, provide access to, or sublicense the Services to a third party, (b) use the Services to provide (or incorporate the Services into) any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services except as expressly permitted by applicable law and then only upon advance written notice to Dialpad; or (d) copy, modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services.

Dialpad grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license and right to use the Dialpad Services in strict accordance with the Agreement. All rights not expressly granted under the Agreement are retained by Dialpad, including, but not limited to, no grant of intellectual property rights. You acknowledge and agree that any and all patents, copyrights, trademarks, service marks, trade secrets, and all other intellectual property rights (collectively, “IP Rights”) in the Services are and shall remain the sole and exclusive property of Dialpad. You will not take any action to jeopardize, limit, or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws.

Unsolicited Advertisements

You agree that your use of the Services and all transmission of communications using the Services shall at all times remain in compliance with applicable law and/or regulations, including but not limited to, the Federal Telephone Consumer Protection Act of 1991. You further agree that at Dialpad’s sole option and without further notice, Dialpad may use technologies and procedures, such as filters, that may terminate any unsolicited advertisements transmitted in violation of applicable law or regulation without delivering them. Dialpad may immediately terminate your right to use the Services without liability of any kind in the event of a breach of this restriction and you hereby release and agree to fully, finally, and forever release, hold harmless, and fully indemnify Dialpad from and against any damages or liabilities of any kind related to any voicemail, broadcast, and/or fax spam or solicitations that you may send and/or receive using the Services.

If you transmit or are otherwise connected with any transmission of voice, fax, email, or other unsolicited marketing messages using the Services in violation of applicable law or regulation, you agree to pay Dialpad its actual damages if those damages can be reasonably calculated. If actual damages cannot be reasonably calculated, you agree to pay Dialpad liquidated damages of ten dollars ($10.00) for each such unsolicited marketing message transmitted through the Services. You acknowledge that if actual damages cannot be reasonably calculated, these liquidated damages are a reasonable estimation of such damages and are not a penalty.

OFAC Restriction

You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

Recording Conversations

Certain Dialpad Services provide a function that allows you to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary from state to state. In some states, you are required to obtain consent from all parties to a record a conversation. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Dialpad expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Dialpad from and against any damages or liabilities of any kind related to your recording of any telephone conversations using the Services.

Transcribing Calls

Note that the laws applicable to call transcription differ by state, province and country. For some jurisdictions, transcribing recorded calls, recording calls, or even transcribing real-time speech over a call or video is prohibited or requires informed consent by some or all parties to the conversation. We recommend you review the relevant laws of your locality or consult with an attorney regarding your specific circumstances. Dialpad expressly disclaims all liability with respect to your transcription of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Dialpad from and against any damages or liabilities of any kind related to your transcription of any telephone conversations using the Services.

Voice-to-text and Text-to-voice Limitations

Certain Dialpad Services may provide a function that allows voicemails and voice notes to be converted to text and vice versa. You understand and agree that Dialpad’s voice-to-text (“VTT”) and text-to-voice (“TTV”) features may not accurately transcribe voicemails or articulate text messages, respectively. You are solely responsible for checking the original message and verifying the accuracy of the message when using any and all VTT or TTV features. Dialpad expressly disclaims all liability with respect to the conversion of voicemails to text or vice versa. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Dialpad from and against any damages or liabilities of any kind related to your use of VTT or TTV features when using the Services.

Support and Feedback

Dialpad may provide customer and technical support to you via telephone, chat, forums, FAQ and email for the Services. The types of support provided by Dialpad is dependent on the products that you purchased and the number of seats using Dialpad in your organization. The types of support provided by Dialpad is determined entirely by Dialpad in its sole discretion and may change from time to time. Dialpad does not make any representations or guarantees that Dialpad will be able to fully resolve any issues reported by you. Except as provided in this section, Dialpad has no obligation to provide additional customer support, technical support, or to provide solutions (e.g., bug fixes to software) to any issues that may arise in your particular use of the Services.

From time to time, Dialpad may send you surveys, comment cards, customer satisfaction forms, or other requests to provide feedback. You hereby grant Dialpad, its licensors, and suppliers a perpetual, unlimited, worldwide fully-paid up, royalty free license to use all feedback, answers, ideas, comments, or other information you provide to Dialpad.

Number Porting and Availability

Dialpad will use reasonable efforts to facilitate number transfers or port requests for you, provided that You comply with the necessary and specific procedures for porting between service providers. You acknowledge and understand that number porting depends on the cooperation of third parties outside of Dialpad’s control. Accordingly, you agree that Dialpad will not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the allegedly unauthorized porting of any telephone number by a third party.

Dialpad works with third party carrier(s) who, on Dialpad’s behalf, port telephone numbers in accordance with applicable regulatory rules and industry guidelines. Dialpad’s third-party carrier(s) require very specific and detailed information and requirements when completing a port request. Please be informed that you will be required to provide such detailed and specific information to complete a port request. For porting numbers into your Dialpad account, follow the procedures on your account settings page for transferring a number to your Dialpad account. For porting numbers out of your Dialpad account, follow the procedures of your new service provider. You understand that porting your number out of your Account does not automatically terminate your Dialpad account.

Dialpad cannot guarantee requested telephone numbers will be available, that your existing provider will port your number, or that circumstances beyond Dialpad’s control will not prevent or delay a successful port of your number for the Services. You should not order any printed material, such as business cards or stationery, showing a telephone number, or issue any press releases or otherwise publicize any telephone number until that telephone number becomes active on your Account. Dialpad shall not be liable for reimbursement for press releases, business cards, and/or stationery under any conditions.

You understand and agree that Dialpad may from time to time need to change the telephone number assigned to you (due to an area code split or for any other reason). Dialpad shall not be liable for any damages (including consequential, special damages or other damages) to you in the event that it needs to assign you a new telephone number.

Dialpad 911 Service

FOR USERS OF DIALPAD FREE, ACCESS TO EMERGENCY SERVICES (911) IS NOT AVAILABLE. BY USING DIALPAD FREE SERVICES, INCLUDING PORTING YOUR EXISTING NUMBERS TO DIALPAD FREE, YOU ACKNOWLEDGE THAT YOU SHOULD MAKE ALTERNATIVE ARRANGEMENTS TO REACH 911 AND THAT YOU WILL INFORM ALL BUSINESS COLLEAGUES, HOUSEHOLD RESIDENTS, GUESTS, AND OTHER PERSONS WHO MAY BE PRESENT AT YOUR PHYSICAL LOCATION THAT 911 IS UNAVAILABLE THROUGH DIALPAD FREE.

FOR SUBSCRIBERS OF DIALPAD PAID SERVICES, YOU UNDERSTAND THAT 911 SERVICE IS ONLY PROVIDED THROUGH THE DIALPAD DESKTOP APP OR THE DIALPAD SOFTPHONE DUE TO THE NATURE OF DIALPAD 911 SERVICE AND SERVICE PORTABILITY DISCUSSED BELOW, WE RECOMMEND YOU MAKE ALTERNATIVE ARRANGEMENTS TO PLACE 911 CALLS, SUCH AS USING A TRADITIONAL WIRELINE OR CELLULAR TELEPHONE, AND YOU SHOULD NOT RELY ON DIALPAD TO CALL 911.

YOU UNDERSTAND THAT THE DIALPAD MOBILE APPLICATION USES YOUR DEVICE’S DIALER AND CELLULAR TELEPHONE SERVICE TO MAKE 911 CALLS. IF YOUR DEVICE DOES NOT HAVE CELLULAR TELEPHONE SERVICE, YOU WILL NOT BE ABLE TO CALL 911 FROM THE DIALPAD MOBILE APPLICATION. DIALPAD DISCLAIMS ANY AND ALL LIABILITY RELATING TO YOUR (OR ANY OF YOUR USERS OR THIRD PARTIES) INABILITY TO MAKE 911 CALLS OR ACCESS EMERGENCY SERVICES.

Dialpad VoIP 911 Service (“Dialpad 911 Service”) operates differently than traditional 911 service. We are required by the FCC to advise you of the circumstances under which 911 may not be available or may be in some way limited by comparison to traditional 911 service. Such circumstances include, but are not limited to, Internet Connection Failure, Number Flexibility & Porting, and Loss of Electrical Power (as described below):

• Internet connection failure. If the connection to the wired broadband internet over which your Dialpad Service is provided is interrupted, you would not have access to Dialpad Service during that interruption and therefore will not have access to Dialpad 911 Service during that interruption.

• Number Flexibility & Service Portability. Traditional 911 service automatically sends your 911 call to the appropriate local emergency responder, or Public Safety Answering Point (“PSAP”), based on your telephone number. Traditional Enhanced 911 service (also known as E911) automatically sends your 911 call to the appropriate PSAP along with your registered address and telephone number. Because the Dialpad Service permits you to obtain a telephone number that does not correspond to your geographic location (for example, you may obtain a Dialpad telephone number with a California area code even if you do not have a California address) and allows you to use Dialpad Service anywhere you have wired broadband Internet, the Dialpad 911 Service functions differently than traditional 911 service in certain respects: Because your address does not necessarily correspond with your telephone number, you must provide Dialpad with the street address(es) where you will be using Dialpad Service (“Registered Location(s)”) when you sign up for Dialpad service. If you relocate any equipment (e.g., PC with softphone, IP phone, or ATA with traditional phone) that you use to access the Dialpad Service, you must update your Registered Location(s). If you do not update your Registered Location(s), any 911 calls you make using the Dialpad Service will be routed based on your previously provided Registered Location and therefore may not be routed to the appropriate PSAP for your new location. In addition, because the Dialpad Service will, where possible, automatically transmit your Registered Location to the PSAP, you must update your Registered Location to ensure that the Dialpad Service transmits accurate location information to the PSAP. Once you notify us of a change in your Registered Location, there may be a delay in making the new Registered Location available to properly route 911 calls and advise PSAPs of your new Registered Location. In some parts of the country where direct routing to PSAPs is not available for Dialpad 911 Service, the Service will route your call to the National Emergency Call Center where trained agents will ask for the name, location, and telephone number of the person calling 911 and will contact the appropriate PSAP to send help. The call center will not automatically receive your address and telephone number. In these situations, public safety response times may be delayed. As a result, there may be an additional delay before emergency services arrive.

• Loss of Electrical Power. Unless you have a backup system to power your wired broadband Internet connection and any equipment (PC with softphone, IP phone, ATA with traditional phone) that You use to access your Dialpad Service, you will not have phone service or 911 service during any power outage.

Registration of Physical Locations Required. As discussed above, you must register the Registered Location where you will be using Dialpad Service for each phone line you use from Dialpad (e.g., if you purchase Dialpad with three lines, you must provide a Registered Location for each of the three lines). Dialpad will obtain your Registered Location as part of the service initiation process and will not provide Dialpad Service until you have provided your initial Registered Location. However, you must update your Registered Location when you use your Dialpad Service from a new location. Regardless of what address you register, in some circumstances, such as unavailability of direct routing to PSAPs or the use of portable devices to access the Dialpad Service, emergency calls will be routed to the National Emergency Call Center.

You agree to provide true, accurate, current, and complete Registered Location information to Dialpad as part of the service initiation process and to update as soon as possible your Registered Location with true, accurate, current, and complete information whenever you use your Dialpad Service from a new location. If you provide Registered Location information that is, or that Dialpad suspects to be, false, inaccurate, not current, or incomplete, Dialpad has the right to suspend or terminate the Services and refuse any and all current or future use of all Services, or any portion thereof. Dialpad will not, however, disable your ability to make a 911 call during any service suspension.

You may update your Registered Location by logging on to your account settings page or contacting Dialpad customer support at [email protected]. For purposes of 911 dialing, you may only register one Registered Location for each Dialpad line.

Notify All Users of 911 Limitations. You must inform all business colleagues, household residents, guests, and other persons who may be present at the physical location where you utilize the Dialpad Service that 911 may not be available or may be in some way limited in comparison to traditional 911 service. For subscribers to whom E911 service is provided as part of their Dialpad Services, stickers may be sent with warning that “E911 Service May Be Limited or Not Available” for use with any equipment purchased from Dialpad. It is your responsibility to place these stickers on the equipment you use to access Dialpad Service. If you have not received a sticker, or you require additional 911 stickers, please contact customer support at [email protected].

Disclaimer of 911 Liability. Dialpad disclaims all responsibility for the conduct of PSAPs, the National Emergency Call Center, and all other third parties involved in the provision of emergency response services. Dialpad does not have any control over PSAPs, the National Emergency Call Center, or other third parties and is therefore not responsible for whether they answer 911 calls made using the Dialpad Service, how they answer these calls, or how they handle or respond to these calls. Dialpad relies on third parties to assist it in the provision of 911 service and disclaims any and all liability for acts or omissions by third parties in the provision of Dialpad’s 911 service. Dialpad expressly disclaims all liability with respect to your use of the E911 service. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Dialpad from and against any damages or liabilities of any kind related to your use of the E911 services.

Operator Assisted Calling, 311, 511, and Other X11 Calling

The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls). The Service may not support 311, 411, 511, and/or other X11 calling (other than 911 and 711 as specified in this Agreement) in one or more service areas.

Fraudulent Activity or Erroneous Changes

In the event of suspected fraudulent activity or erroneous charges on your Account, you agree to contact Dialpad as soon as possible. In many cases, Dialpad can mitigate or correct fraudulent activity or erroneous charges without bank or credit card company intervention. If you suspect fraudulent activity or erroneous charges on your Dialpad account, please contact Dialpad customer support at [email protected]. When you contact customer support, please have the following information available: (a) your name, contact information, the Dialpad account telephone number in question, and security verification information; (b) the credit card account number associated with the account; and (c) the total amount in question charged to the account. If you do not contact Dialpad within thirty (30) days after the suspected fraudulent activity or erroneous charges appear on your Account, you waive your rights to object to or challenge such activity or charges. Furthermore, if you request that your bank or credit card company perform a chargeback without first contacting Dialpad, and Dialpad subsequently determines that the charges at issue are not erroneous, Dialpad reserves the right to terminate your account immediately and take any available legal action. Notwithstanding the above, you are solely liable for any transactions or activities by you or anyone else that occur on your Account, and in no event shall Dialpad be liable for any unauthorized use of your Account.

AUP Breach

In the event that you breach any of the terms of this AUP, Dialpad retains the right to suspend or terminate Customer’s use of the Dialpad Services (including Dialpad Ai Meetings) upon written notice to you. No credits will be available for terminations or suspensions resulting from Customer’s breach of the AUP.

Apple Terms on the App Store

The following Terms apply to your use of all the Services, including, but not limited to, the iPhone and iPad applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:

1. Both you and Dialpad acknowledge that the Terms are concluded between you and Dialpad only, and not with Apple, and that Apple is not responsible for the Application or the Content;

2. The Application is licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services as well as the App Store Terms of Service;

3. You will only use the Application in connection with an Apple device that you own or control and as permitted in the App Store Terms of Service;

4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;

5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure and Apple may refund to you the purchase price of the Application. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application. ; upon notification, Apples sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;

6. You acknowledge and agree that Dialpad, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to confirm to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation;

7. You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Dialpad, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

8. You represent and warrant that: (i) you are not located in a country subject to a U.S. Government embargo, or that is listed in Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations; and (ii) has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

9. Both you and Dialpad acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and

10. Both you and Dialpad acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

11. In the event that you have any questions, complaints, or claims relating to the Application, you may contact Dialpad at: Dialpad, Inc. 100 California Street, Suite 500, San Francisco, CA 94111 or at [email protected].

Local Country Terms - China

If you utilize Services originating out of China, in addition to the restrictions and obligations outlined in this AUP, You represent, warrant, and agree that You will not transmit any data, content, or information, or otherwise use the Services in a manner that:

• is contrary to the principles of the Constitution of the People’s Republic of China;
  contains content prohibited by law and/or any regulatory or administrative requirement of the People’s Republic of China;

• is detrimental to China’s security, state secrecy, state power, national unification, state honor and interests;

• disseminates rumors, obscenity, pornography, gambling, violence, murder, terror, fraud, crime, or disrupts social order and stability;

• humiliates or slanders others and/or infringes upon the lawful rights and interests of others; or

• contains data, content, or information prohibited by any of Dialpad’s suppliers or as otherwise communicated to you in writing.

EFFECTIVE DATE: AUGUST 1, 2023 

VIEW ARCHIVED VERSIONS

Dialpad Privacy Policy

Overview

This Privacy Policy (“Privacy Policy”) describes how we at Dialpad, Inc. (“Dialpad”, “we”, “our”, or “us”) collect, protect, and use the Personal Data (as defined below) you (“User”, “you”, or “your”) may provide via the Dialpad.com website (“Website”) or by utilizing any of our software products (“Products”) or services, including through your mobile device, Dialpad’s desktop applications, browser and/or extensions (“Software”), or your desk phone (“Services”). Our Privacy Policy is available at dialpad.com/legal/ (and as amended from time to time and effective as of the date posted). Dialpad uses a single Privacy Policy that addresses our treatment of Personal Data when you use our public-facing website or any of these Services, including through your mobile device, Dialpad’s desktop applications, browser and/or extensions, or your desk phone. We commit ourselves to the highest standard for data protection and privacy. Due to our global footprint, we are subject to several data protection regulations and as a guiding principle, we apply the strictest regulation to protect your data and privacy globally. This results in a broad set of rights and choices made available to you.

Dialpad is made up of various legal entities which we use as infrastructure to provide our Services and to comply with various local laws. However, the parent entity responsible for data protection across the organization is Dialpad, Inc., a U.S. company with a registered address of 850 New Burton Rd., Suite 201, Dover, Delaware 19904 USA.

To exercise your data protection rights or for more information about Dialpad’s data protection practices, please contact us at [email protected].

This Privacy Policy covers the following topics:

Overview

Types of Data We Collect

When and How Dialpad Collects Data

How does Dialpad use Personal Data?

Dialpad Ai Training

Dialpad as Data Controller and Processor

Automated Decision Making

What is “Legal Basis”?

Privacy Choices

Data Subject Rights

How We Keep Your Data Secure

Personal Data Disclosures

Disclosure With Your Consent

Disclosure Without Your Consent

International Data Transfers

Data Retention

Cookies Policy, Third Party Analytics, and Tracking

Other Vendor-specific Privacy Terms

Privacy Shield Framework

Privacy of Minors

Changes and Amendments

Where can I ask questions about this policy?

Acceptance of this policy

Region Specific Provisions

GDPR - General Data Protection Regulation (EU)

CCPA - California Consumer Protection Act (CA)

LGPD - Lei Geral de Proteção de Dados (Brazil)

PIPL - Personal Data Protection Law (China)

Your use of Dialpad’s Services is also subject to the Terms of Service or the General Terms and Conditions associated with the Master Services Agreement that governs your account, each of which may be amended from time to time and are effective as of the date posted. Any terms we use in this Policy without defining them have the definitions given to them in the Terms of Service or the Applicable Data Protection Laws.

“Applicable Data Protection Laws” means all laws and regulations that are applicable to the processing of Personal Data under the Agreement, including European Data Protection Laws and the CCPA, as well as any future amending acts of the above-mentioned data protection laws any other applicable international, federal, national and state privacy and data protection laws, rules, and regulations pertaining to privacy, data processing and use, data protection, data security, encryption, or confidentiality.

“Personal Data” means all data which is defined as ‘Personal Data’, ‘personal information’, or ‘personally identifiable information’ (or analogous terms) under the Applicable Data Protection Laws.

Types of Data We Collect

When and How Dialpad Collects Data?

Dialpad may collect Personal Data through our communications with you or through your use of the Services. Consequently, Personal Data can be directly provided by you or indirectly collected by us from, for example, user interactions and use of the Services. You can always opt not to disclose information to us, but keep in mind some information may be needed to register with us or to take advantage of some of our features within the Services.

All permanent data, such as contact lists, call records, recordings, and transcripts, are stored in the United States via Google Cloud Storage, unless your Dialpad Services Administrator has selected a different region. Dialpad may also temporarily process Personal Data in other regions for purposes such as technical support, customer support, and sales. In transit and temporary data associated with calls is processed through Dialpad's Data Centers and may be stored there for for no more than 72 hours.

How does Dialpad use Personal Data?

We may anonymize, de-identify, and/or aggregate your Personal Data so that you are not individually identifiable (“De-Identified Personal Data”), and provide De-Identified Personal Data to certain of our partners to help us improve our Service, such as sending anonymized samples of audio or text to a third party to improve speech-to-text transcription and reading comprehension. We may also provide aggregate usage information to our partners to understand how often and in what ways people use our Services. However, we never disclose aggregate usage information to a partner in a manner that would identify you personally, as an individual. De-Identified Personal Data may be aggregated for system administration and to monitor usage of the Website. It may be utilized to measure the number of visits to our Website, average time spent, number of pages viewed and to monitor various other Website statistics. This monitoring helps us evaluate how visitors use and navigate our Website so we can improve the content. We may share De-Identified Personal Data or anonymous information (including, but not limited to, anonymous usage data, referring/exit pages and URLs, IP address, platform types, number of clicks, etc.) with interested third parties in any way we choose and for any purpose.

Dialpad Ai Training

Dialpad Ai Training is a key part of how Dialpad consistently improves its Services. As described below in the Section titled “Dialpad as Data Controller and Processor,” where permitted by law and supported by an appropriate legal basis, Dialpad acts as a controller for the data collected for Dialpad Ai Training. If you use Dialpad Ai, Personal data used for improving the services may include segments of call audio, video, or transcriptions. Training data saved by Dialpad is used only for improving Dialpad’s language models, and is processed primarily by automated systems. A small fraction of training data may be manually reviewed. You may opt out of manual review at any time by contacting [email protected]. You can control what data is stored by choosing which Dialpad features you use from the settings menu in the relevant Service, and you may also opt out entirely from the use of your data for training and improving Dialpad’s Ai services by contacting [email protected].

Dialpad as Data Processor and Controller

When processing Personal Data for the provision of the Service, Dialpad’s direct Customer acts as the Controller (or a Processor processing Personal Data on behalf of a third-party Controller), and Dialpad acts as a Processor (or sub-Processor, as applicable). When acting as a Processor, Dialpad shall only process Personal Data to provide the Service and in accordance with the Customer's written instructions, and as required by applicable law. When processing Personal Data for the improvement of the Service, as described above in the Section titled “How Does Dialpad Use Personal Data”, Dialpad acts as a controller.

Automated Decision Making

Dialpad does not use Personal Data to make automated decisions.

What is “Legal Basis”?

Under the GDPR, we only process Personal Data when there is a legal basis for doing so. For the Data Processing described in this policy, we rely on the following legal grounds:

• Performance of a contract: when we rely on this basis the Data Processing is necessary for the performance of a contract with you or to take steps at your request before entering such a contract.

• Consent: when we rely on this basis, we only process Personal Data about you for the specific purposes you expressly authorize. Where we process data based on your consent, you have the right to withdraw consent for processing at any time. This election will be effective going forward, but will not affect the lawfulness of processing based on consent before its withdrawal.

• Substantial public interest: when we rely on this basis, we do it to prevent harm, fraud, money laundering, terrorist financing, child labor and to enable trust safety and compliance.

• Compliance with a legal obligation: when we rely on this basis, we are obliged to process the relevant Personal Data to comply with the law.

• Legitimate interests: when we rely on this basis, we process Personal Data as necessary in pursuit of our own or your legitimate interests. When we do this, we must ensure that the interests we pursue do not override your fundamental rights and freedoms. Specifically, the only processing that is solely justified by Legitimate Interests is processing required to improve our services. For more information on these Legitimate Interests, please see the Dialpad Ai Training Section below.

Privacy Choices

With Dialpad, you are in control of your data and you can always restrict the collection of certain types of information.

• Disable cookies: You can block cookies through your web browser settings. Please note that the restriction of cookies may impact the functionality of the Dialpad website.

• Don’t provide Personal Data: Certain personal data is needed in order to create an account and provide services to you. However, if you choose to not provide any personal data, you are still able to navigate our website.

• Dialpad Ai Training: Dialpad processes personal data to improve our Dialpad Ai systems and has implemented strict security measures to keep this data safe and secure. While we encourage all users to permit such data usage so we can provide a superior product, you have the right to opt-out of this type of processing. If you do not want Dialpad to use your personal data for Dialpad Ai Training, please contact [email protected].

• Direct Marketing: We endeavor to contact you with direct marketing only if you have given us your consent to do so. It is your right to withdraw this consent at any time. If you no longer wish to receive our marketing messages, simply click the unsubscribe link.

Data Subject Rights

You have various rights related to the Personal Data we process and may exercise those rights by utilizing our Data Subject Access Request (DSAR) Portal. Following the submission of your request, Dialpad will verify your identity and respond to you within 30 days of the receipt of the request. When you update information, we may maintain a copy of the unrevised information in our records.

If you are under the jurisdiction of the GDPR, and if you have a concern about our privacy practices, including the way we handled your Personal Data, you can report it to the data protection authority that is authorized to hear those concerns, but we hope you will contact us first so that we may address any issues.

Below is a summary of rights for those individuals subject to the GDPR and guidance on how to exercise them:

Through your account settings, you may access, and, for some information, edit, or delete the following information you’ve provided to us:

• name and password

• email address

• phone number(s)

• location

• time zone

• place of employment

• devices

• recorded/transcribed messages and calls

• call history including incoming/outgoing number and duration

• user profile information, including images you have uploaded

• billing information

• contacts

• other third-party account information you have linked to the site

To delete your accounts, please follow the instructions on How to Cancel Your Dialpad Account. After deletion of your account, some information may remain in our records for a period that is consistent with the purpose it was collected for.

How We Keep Your Data Secure

A description of our data security practices is available on our Trust page and such security guarantees are incorporated into our Data Processing Agreement (which is available for signature within the Admin Portal of existing customers).

Personal Data Disclosures

To provide, maintain, improve, secure, and promote our Services, Dialpad needs to disclose certain Personal Data to third parties. We do not license or sell your Personal Data to third parties, including advertisers, without your consent. As described below, when we share any information about you with third parties, we pseudonymize and aggregate any information about you before we share it unless more detail is necessary to the function of the Services. Although our Privacy Policy does not apply to the practices of companies we don’t own or people that we don’t manage, our Data Processing Agreements define how these third parties can use and store your information, consistent with this Privacy Policy.

This section provides further details about the specific disclosures we make to other third parties, such as vendors, governmental authorities, or because of corporate restructuring.

Disclosure With Your Consent

Where we are processing your information as a processor on behalf of a Customer, the Customer determines their own policies and practices for the sharing and disclosure of your information and Dialpad does not control how a Customer or any other third parties choose to share or disclose information. Where we are processing your information on our own behalf as a controller, we may disclose your information with your consent, which we may obtain in several ways, including:

• In writing;

• Verbally;

• Online, by clicking on a link or button; or,

• Other mechanisms.

Our Services permit you to submit information which may be displayed to other authorized users in the same or different Customer Account. The sharing and other controls applied to such information may be determined by you, other users and/or an administrator of your Account.

Disclosure Without Your Consent

In general, we may disclose or transfer your information without your consent to disclosure when we reasonably believe disclosure is appropriate to:

• Comply with the law (e.g., lawful subpoena or court order);

• Cooperate with or report to law enforcement agencies in investigations that involve users who use our Service Offerings for activities that are or seem illegal or illegitimate activities;

• Enforce or apply agreements for our Service Offerings; or

• Protect our rights or property or that of our affiliates, including respective officers, directors, employees, agents, third party content providers, suppliers, sponsors, or licensors (e.g., to address allegations about fraudulent or unlawful activity related to a Miro account).

• In connection with a merger, acquisition, public offering, sale of company assets, insolvency, bankruptcy, or receivership, subject to standard confidentiality requirements.

• To defend Dialpad and our affiliates, licensors, officers, agents and representatives from legal claims and processes brought to us by third parties (including takedown notices);

• Use or disclose De-identified Personal Data in our sole discretion.

International Data Transfers

Dialpad operates at a global level and therefore Personal Data may need to be transferred to countries outside of where it was originally collected. In such a case, Dialpad only makes such cross-border transfers according to applicable laws. For example, to transfer data outside of the EEA or the UK, our Data Processing Agreement (which is available for signature within the Admin Portal of existing customers) incorporates the EU and UK Standard Contractual Clauses and supporting documents, as applicable, or other inter-company agreements. For transfers out of other jurisdictions operating transfer restriction regimes, we take similar steps to ensure compliance with local law.

Data Retention

In accordance with applicable data protection laws, we do not store your Personal Data for longer than needed for the purposes of the respective processing activity.

Dialpad, by default, will retain your data for as long as your account is active. Upon closure of your account, Dialpad will automatically delete your data within 180 days of account termination. You always have the right to implement a customizable retention policy that will delete data routinely based on your specific retention requests. For more information on how to set up a customizable retention policy, please visit our Help Center.

This retention policy ensures that Dialpad is completely deleting your data if it is no longer needed, unless its further temporary storage is still necessary to:

• fulfill Dialpad’s obligations pursuant to the agreement between Dialpad and you;

• establish, exercise, and defend a legal claim; or

• fulfil statutory obligations to which Dialpad is subject.

For more detailed information about the retention periods of the Personal Data, please contact us at [email protected].

Cookie Policy, Third Party Analytics, and Tracking

Dialpad and third-party service providers of tracking technologies gather non-Personal Data about how users enter, navigate, and leave the website and Services, the frequency and length of visits to the Services or third party websites, application or device usage data, and your product or service preference indicated by the number of times and the length of time you view a product. Dialpad gathers this data using cookies, web beacons, tags, and other similar techniques that deliver small files to your computer and which allow these networks to provide anonymized, aggregated auditing, research and reporting for us and for advertisers.

Dialpad uses certain third-party services that help us understand traffic on our website in various ways:

In general, it is important to note the following regarding the use of cookies:

• Cookies cannot be used to run programs or deliver viruses to your computer.

• Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you.

• We may use cookies to collect, store, and track information for statistical purposes to operate our Website and Services. You can accept or decline cookies.

• Most web browsers automatically accept cookies, but you can modify your browser settings to disable cookies if you prefer (check your browser's Help page).

• If you choose to decline cookies, you may not be able to experience all the features of the Website and Services.

For more information on cookies and how to manage them, please visit Internet Cookies.

You may be able to opt out of tracking conducted by third parties through our Services by adjusting the Do Not Track settings on your browser; but we don’t control whether or how these third parties comply with Do Not Track requests. Our Services do not support Do Not Track requests at this time, which means that we collect information about your online activity both while you are using the Services and after you leave our Services.

For more information on how to manage or restrict the use of cookies and to opt-out of all interest-based advertising, please visit the Network Advertising Initiative or Your Ad Choices. For End Users located in European Territories, the EDAA opt-out page here: http://youronlinechoices.eu/.

Other Vendor-specific Privacy Terms

Google Workspace

Dialpad users may enable Google Workspace integrations with some Dialpad products. Neither Google user data nor Google APIs are used by Dialpad to develop, improve, or train generalized or non-personalized AI and/or ML models.

If you enable it, certain Dialpad products permit the transfer of data from Google Workspace to third-party AI tools in order to provide the service. No Google Drive data is used for training and/or improving such third party models.

Privacy Shield Framework

Dialpad recognizes that the Privacy Shield is no longer a valid transfer mechanism for Personal Data from the European Union and its Member States, the European Economic Area, or Switzerland. However, we continue to comply with the requirements under Privacy Shield due to our commitment to the Privacy Shield Principles. Organizations’ continued participation in the EU-U.S. Privacy Shield demonstrates a serious commitment to protect Personal Data in accordance with a set of privacy principles that offer meaningful privacy protections and recourse for individuals.

Dialpad has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. If there is any conflict between the terms in this Privacy Policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program and to view our certification, please visit https://www.privacyshield.gov/ or visit our Privacy Shield Policy.

Dialpad commits to cooperate with the panel established by the EU data protection authorities (DPAs), the Swiss Federal Data Protection, or the Information Commissioner. EU, Swiss, and UK individuals can contact EU DPA, the Swiss Federal Data Protection, or the Information Commissioner as applicable. Please find the contact details of the EU DPAs here.

The Federal Trade Commission has jurisdiction over Dialpad’s compliance with the Privacy Shield Principles. Failing to follow the Privacy Shield principles could result in U.S. FTC enforcement measures for Dialpad.

Privacy of Minors

Dialpad does not provide services designed for use by children under the age of 18, nor does it knowingly collect or solicit Personal Data from anyone under the age of 18. If we learn that we have collected such information we will delete that information as quickly as possible. If you believe that a child under 18 has provided us Personal Data, please contact us at [email protected].

Changes and Amendments

We’re constantly trying to improve our Services, so we may need to change this Privacy Policy from time to time as well. We will alert you to changes by placing a notice on the Dialpad website, by sending you an email, and/or by some other means. Please note that if you’ve opted not to receive legal notice emails from us (or you haven’t provided us with your email address), those legal notices will still govern your use of the Services, and you are still responsible for reading and understanding them. Use of information we collect now is subject to the Privacy Policy in effect at the time such information is used.

Where can I ask questions about this policy?

You can always reach Dialpad with questions or concerns regarding our Privacy Policy by sending an email to [email protected].

Acceptance of this Privacy Policy

By using the Website or its Services, you agree to be bound by this Privacy Policy.

If you do not agree to abide by the terms of this Privacy Policy, you are not authorized to use or access the Website and its Services.

Region Specific Provisions

You may opt out of manual review at any time by contacting [email protected].

GDPR - General Data Protection Regulation (EU)

Dialpad believes that the GDPR provides the gold standard for personal data protection and therefore has based its entire privacy policy on the premise that all users should be afforded the rights guaranteed by the GDPR. As such, many of the specific provisions of the GDPR are covered in the main privacy policy.

Dialpad warrants that it complies and that it is able to demonstrate compliance with the GDPR.

Under the GDPR and when processing your data, Dialpad will act as either a processor (or sub-processor, as applicable) or a controller, depending on the purpose for the data processing. While processing Personal Data for the provision of Dialpad’s Services, Dialpad’s Customer is the Controller (or a Processor processing Personal Data on behalf of a third-party Controller), and Dialpad is a Processor (or sub-Processor, as applicable). In this case, the end-user of the service is the data subject.

While processing Personal Data for the improvement of the Service via Dialpad Ai Training (as discussed in the main Privacy Policy) Dialpad acts as a Controller.

As Processor, Dialpad will comply with the instructions contained in this document, in the Dialpad Terms of Service and Acceptable Use Policy, Dialpad’s Data Processing Agreement (DPA), in any agreements between you and Dialpad, or other instructions that you provide later.

As Controller, Dialpad will use, with your consent, your Personal Data for improving our services by, for example, saving and analyzing segments of call audio, video, or transcriptions, both to enable these features and to train and improve the models that these features are based on, as described in the Dialpad Ai page. Dialpad may use pseudonymized segments of such transcriptions and recordings to improve or validate its features, or securely share it with contractors to do so on Dialpad’s behalf. Training data saved by Dialpad is used only for improving Dialpad’s language models, and is processed primarily by automated systems. A small fraction of training data may be manually reviewed. You may opt out of manual review at any time by contacting [email protected]. You can control what data is stored by choosing which Dialpad features you use from the settings menu in the relevant Service.

Dialpad ensures that the collection, use, and retention of Personal Data transferred from the European Union, Switzerland, and the United Kingdom to the United States is authorized via a suitable legal vehicle, such as the relevant Standard Contractual Clauses. For more information on how to sign a Data Processing Agreement for your organization please visit our DPA Help Center article.

As noted in the Section titled “Data Subject Rights” above, you have a right to access your data, correct or remove it, or completely withdraw your consent for processing it at any time. Such requests may be submitted via Dialpad’s Data Subject Access (DSAR) Request Form. The withdrawal of a consent does not affect the lawfulness of processing based on consent before its withdrawal.

Dialpad has appointed European Data Protection Office (EDPO) as its GDPR representative in the EU and the UK. You can contact EDPO by using the online request form for the EU or UK, respectively, or via mail at Avenue Huart Hamoir 71, 1030 Brussels, Belgium, or 8 Northumberland Avenue, London WC2N 5BY, United Kingdom, respectively.

Dialpad maintains a record of the processing activities it carries out in the course of using personal data to deliver its services, and it will provide this report (Art. 30 “Record of Processing Activities”) to supervisory authorities upon written demand.

If you have questions about our Privacy Policy or data practices, you may contact Dialpad’s Data Protection Officer (DPO) at [email protected]. You also have the right to lodge a complaint with the national supervisory authority of your residence, place of work, or where you believe an infringement of your GDPR rights may have occurred.

CCPA/CPRA - California Consumer Protection Act / California Privacy Rights Act (CPRA)

The California Consumer Privacy Act of 2018 (“CCPA”) and the subsequent California Privacy Rights Act (“CPRA”) requires businesses that collect personal data of California residents to make certain disclosures regarding how they collect, use and disclose such information. This CCPA/CPRA-specific section addresses those requirements.

1. Personal Data Collection and Sharing: Dialpad collects the Personal Data as set forth in the Section titled “When and How Dialpad Collects Personal Data” of the Privacy Policy. For the purposes of the CCPA/CPRA, the term “Personal Data” means “Personal Data,” as defined in the CCPA. For purposes of CCPA/CPRA, we collect the following categories of Personal Data from you when you Interact with us and we share that Personal Data for a business purpose as follows:

   1. You can find the types of Personal Data we collect about you in the Section titled "Types of Data We Collect" of the Privacy Policy, but since California regulations have specific terms, please find below the correct applicable terms:

      1. Identifiers (e.g., unique personal identifiers)

      2. Any categories of Personal Data described in subdivision (e) of Section 1798.80. (e.g., name, address, telephone number, passport number, employment history, bank account number, etc.)

      3. Characteristics of protected classifications under California or federal law (e.g., gender, marital status)

      4. Internet or other electronic network activity information, including, but not limited to, browsing history, search history, and information regarding the interaction with the website, applications, or advertisements (e.g. email conversations).

      5. Geolocation data (e.g., your location).

      6. Professional or employment-related information.

2. Sources and Uses of Personal Data: The sources from which we collect Personal Data are described in the Sections titled “How Does Dialpad Use Personal Data” and “Types of Data We Collect” of the Privacy Policy.

3. Purposes and Uses for Collecting Personal Data: We collect Personal Data identified in the list above to communicate with you, for marketing and promotional purposes, to provide and improve our services and other purposes set forth in the Section titled “How Does Dialpad Use Personal Data” of the Privacy Policy.

4. Subprocessors. Our subprocessors have privacy and security practices in place to ensure compliance with the CCPA and have contractual requirements to protect the privacy and security of the personal data that they sub-process. As described in the Section titled “Personal Data Disclosures” of the Privacy Policy, we share some personal data with these sub-processors to help us provide, manage, secure, and improve the Services we provide. A current list of our third-party sub-processors is available here.

5. Sale or sharing of Personal Data. In this context, the word “sale” means any “selling, renting, releasing, disclosing, disseminating, making available, transferring or otherwise communicating orally, in writing, or by electronic means, a consumer's Personal Data by the business to another business or a third party, for monetary or other valuable consideration.” Similarly, the word “share” means the disclosure of Personal Data “for cross-context behavioral advertising, whether or not for monetary or other valuable consideration.”
   

   Dialpad does not sell or share your Personal Data as those terms are defined under California law. Dialpad will only disclose your Personal Data as detailed in this Privacy Policy.

6. California Consumer Rights: California law gives California residents the right to make the following requests with regard to certain information we collect about them, at no charge, two times every 12 months:

   1. Disclosure Right. The right to request disclosure of Dialpad’s data collection and sales practices, including categories of information we have collected, the source of the information, our use of the information and, if the information was disclosed or sold to third parties, the categories of Personal Data disclosed or sold to third-parties and the categories of third-parties to whom such information was disclosed or sold.

   2. Copy Right. The right to request a copy of the specific Personal Data we collected about you in the past 12 months.

   3. Deletion Right. The right to request deletion of Personal Data we have collected, subject to certain exemptions (for example, where the information is used by us to detect security incidents, debugging or to comply with a legal obligation, and where the Personal Data is being used on an anonymized and aggregated basis consistent with the requirements of the CCPA/CPRA).

   4. Opt-out Right. The right to opt-out of the sale or sharing of your Personal Data, if applicable. However, Dialpad strictly does not sell or share, as defined by the CCPA and the CPRA, as applicable, your Personal Data.

   5. Non-discrimination Right. The right not to be discriminated against when exercising any of these rights.

7. Exercising Your Rights: You may exercise those rights by utilizing our Data Subject Access Request (DSAR) Portal. Following the submission of your request, Dialpad will verify your identity and respond to you within 30 days of the receipt of the request. When you update information, we may maintain a copy of the unrevised information in our records. Dialpad does not and will not discriminate against you for exercising your rights under the CCPA/CPRA.

LGPD - Lei Geral de Proteção de Dados (Brazil)

The Lei Geral de Proteção de Dados (LGPD) requires businesses that collect personal data of Brazilian citizens to make certain disclosures regarding how they collect, use, and disclose such information. This LGPD-specific section addresses those requirements.

1. Information users located in Brazil
   
   The provisions contained in this section apply to all Users who are located in Brazil, according to the "Lei Geral de Proteção de Dados". For such Users, these provisions supersede any other possibly divergent or conflicting provisions contained in the Privacy Policy.
   
   This part of the document uses the term “Personal Data“ as it is defined in the Lei Geral de Proteção de Dados (LGPD). Our Data Protection Officer is Preston Thomas and you can contact him at [email protected].
   

2. The grounds on which we process your Personal Data
   
   Please refer to the Section titled "How Does Dialpad Use Personal Data" of the Privacy Policy to read the legal basis we use for processing your Personal Data.
   
   If you have any additional questions regarding our legal basis for processing, please contact us at [email protected].
   

3. Categories of Personal Data processed
   
   Please read the Section titled "Types of Data We Collect" of the Privacy Policy to check the types of data we collect from you.
   
   If you have any additional questions regarding the types of data we collect, please contact us at [email protected].
   

4. Why we process your Personal Data
   
   To find out why and when we process your Personal Data, you can read sections "When and how we collect data" and "How we use your data".
   
   If you have any questions about why we process your data, please contact us at [email protected].
   

5. Your Brazilian privacy rights
   
   We assure you that you will never be discriminated against by exercising your rights. Please refer to section "Data Subjects rights" to understand how you can exercise your rights.
   
   You can also lodge a complaint related to your Personal Data with the ANPD (the National Data Protection Authority) or with consumer protection bodies.
   
   In the event you wish to exercise your right of data portability, please let us know that you are performing this request under the LGPD and whether if you wish a simplified or complete disclosure. If you opt for the complete disclosure, please note that it might take up to 15 days to fulfill your request.
   

6. Transfer of Personal Data outside of Brazil permitted by the law
   
   Please be aware that we are allowed to transfer your Personal Data outside of the Brazilian territory when the transfer:

   1. is necessary for compliance with a legal or regulatory obligation, the performance of a contract or preliminary procedures related to a contract, or the exercise of rights in judicial, administrative, or arbitration procedures.

   2. is necessary for international legal cooperation between public intelligence, investigation, and prosecution bodies, according to the legal means provided by the international law;

   3. is necessary to protect your life or physical security or those of a third party;

   4. is authorized by the ANPD;

   5. results from a commitment undertaken in an international cooperation agreement; or

   6. is necessary for the execution of a public policy or legal attribution of public service.

PIPL - Personal Data Protection Law (China)

The Personal Data Protection Law (PIPL) requires businesses that process personal data of Chinese citizens to make certain disclosures regarding how they collect, use, and disclose such information. This PIPL-specific section addresses those requirements.

1. Identity of the Personal Data Processor and Entrusted Parties
   
   Please refer to the Section titled "Dialpad as Data Controller and Processor" of the Privacy Policy to read about the situations in which Dialpad acts as a Personal Data Processor (i.e., Controller) and when it acts as an Entrusted Party (i.e., Processor). In situations where Dialpad is acting as an Entrusted Party, the Personal Data Processor is Dialpad’s direct customer with which the end user has a direct relationship.
   
   If you have any additional questions regarding our legal basis for processing, please contact us at [email protected].
   

2. Purposes and Methods of Personal Data Processing
   
   Please refer to the Sections titled "How Does Dialpad Use Personal Data" and “When and How Dialpad Collects Personal Data” of the Privacy Policy to read about the purposes and methods of Personal Data processing.
   
   If you have any additional questions regarding our legal basis for processing, please contact us at [email protected].
   

3. Categories of Processed Personal Data
   
   Please read the Section titled "Types of Data We Collect" of the Privacy Policy to check the types of data we collect from you.
   
   If you have any additional questions regarding the types of data we collect, please contact us at [email protected].
   

4. Retention Period for Processed Personal Data
   
   Please read the Section titled "Data Retention" of the Privacy Policy to check the retention period for processed Personal Data.
   
   If you have any additional questions regarding the types of data we collect, please contact us at [email protected].
   

5. Methods and Procedures for Exercising Data Subject Rights
   
   Please read the Section titled "Data Subject Rights" of the Privacy Policy to understand how to exercise your rights.
   
   If you have any additional questions regarding how to exercise your rights, please contact us at [email protected].
   

6. Other Information
   
   When applicable, Dialpad’s Customers are contractually obligated for obtaining any applicable security assessment through Cyberspace Administration of China (“CAC”) as required by Article 40 of PIPL.
   
   When applicable, Dialpad’s Customers are contractually obligated for obtaining explicit and separate consent from all end-users to internationally transfer Personal Data to Dialpad as a processing entity pursuant to Articles 23 and 39 of PIPL.
   
   When applicable, Dialpad’s Customers are contractually obligated for performing a Personal Data impact assessment with regards to the transfer of Personal Data to Dialpad pursuant to Article 55 of PIPL.
   
   When applicable, Dialpad’s Customers are contractually obligated for ensuring that they are not subject to the data localization requirements of Article 40 of PIPL.

EFFECTIVE DATE: AUG 2, 2019

Copyright Dispute Policy

In accordance with the DMCA, we’ve adopted this Copyright Dispute Policy. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and/or (2) remove and discontinue service to repeat offenders. Your use of Dialpad’s Services is at all times subject to the Terms of Service, which incorporates this Copyright Dispute Policy. Any terms we use in this Policy without defining them have the definitions given to them in the Terms of Service.

Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Dialpad’s Designated Agent (contact details are listed below):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

2. Identification of works or materials being infringed;

3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Dialpad is capable of finding and verifying its existence;

4. Contact information about the notifier including address, telephone number, and email address;

5. A statement that the notifier has a good faith belief that the identified infringing material is not authorized by the copyright owner, its agent, or the law; and

6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Procedure Following Dialpad’s Receipt of Bona Fide Infringement Notification. Upon receipt of a proper notice of copyright infringement, we reserve the right to:

1. Remove or disable access to the infringing material;

2. Notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and

3. Terminate such content provider's access to the Services if a repeat offender or as otherwise deemed appropriate in our sole discretion.

Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing (or otherwise has a bona fide right to post and use such material from the copyright owner) the content provider may send our Designated Agent a counter-notice containing the following information:

1. A physical or electronic signature of the content provider;

2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

3. A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and

4. Content provider's name, address, telephone number, and email address; and

5. A statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located (or if the content provider's address is located outside the United States, for any judicial district in which Dialpad is located), and acknowledgement that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our Designated Agent, Dialpad may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Dialpad may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Dialpad's discretion.

Dialpad’s Designated Agent to Receive Notification of Claimed Infringement:

Craig Walker
2700 Camino Ramon, Suite 490
San Ramon, CA 94583 [email protected]
(844) 979-4824

EFFECTIVE DATE: SEPTEMBER 16, 2022

Dialpad API Terms of Service

These API Terms of Service (“Terms”) govern your use of Dialpad’s APIs. By accessing or using our APIs, you are agreeing to the Terms below. If there is a conflict between these Terms and additional terms applicable to a given API, the additional terms will control for that conflict.

Under the Terms, "Dialpad" means Dialpad, Inc., located at 2700 Camino Ramon Suite 490 San Ramon, CA 94583. In addition, Dialpad has subsidiaries and affiliated legal entities. These companies may provide the APIs to you on behalf of Dialpad and the Terms will also govern your relationship with these companies.

1. Acceptance of Terms

a. You may accept the Terms and use the APIs only if (a) you are of legal age to form a binding contract with Dialpad. If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity.

b. In order to access certain APIs you may be required to provide information as part of the registration process. Any registration information you give to Dialpad should always be accurate and kept up to date.

2. Using the APIs

a. You will comply (and will require your end users to comply) with all applicable laws, regulations, and third party rights (including, without limitation, laws regarding the import or export of data or software, privacy, and local laws). You will not violate any other terms of service with Dialpad (or its affiliates).

b. You will only access (or attempt to access) an API by the means described in the documentation of that API. If Dialpad assigns you developer credentials, you must use them with the applicable APIs. You will not misrepresent or hide either your identity or your API Client's identity when using the APIs or developer accounts.

c. Dialpad sets and enforces limits on your use of the APIs (including limiting the number of API requests that you may make or the number of users you may serve), in its sole discretion. You agree to, and will not attempt to circumvent, such limitations. If you would like to use an API beyond these limits, you must obtain Dialpad's express consent. To seek such consent, contact the relevant Dialpad API team for information.

d. Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Dialpad for the applicable open source software.

e. We may send you certain communications in connection with your use of the APIs. Please review the applicable API documentation for information about opting out of certain types of communication. If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.

f. The Terms are non-exclusive. You acknowledge that Dialpad may develop products or services that may compete with your API Clients or any other products or services.

g. To the extent required by data protection laws applicable to the parties' processing of personal data under these Terms, the parties agree to the Dialpad Data Processing Agreement, as described in Dialpad’s Privacy Policy.

3. Prohibitions

When using the APIs, you may not (or allow those acting on your behalf to):

a. Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.

b. Perform an action with the intent of introducing to Dialpad products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

c. Defame, abuse, harass, stalk, or threaten others.

d. Interfere with or disrupt the APIs or the servers or networks providing the APIs.

e. Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.

f. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.

g. Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).

h. Use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

i. Remove, obscure, or alter any Dialpad terms of service or any links to or notices of those terms.

j. Encourage or promote illegal activity or violation of third party rights

4. Termination

a. You may stop using our APIs at any time with or without notice. If you want to terminate the Terms, you must provide Dialpad with prior written notice and upon termination, cease your use of the applicable APIs. Dialpad reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto, for any reason and at any time, without liability or other obligation to you.

b. Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of Dialpad Brand Features, and delete any cached or stored content. Dialpad may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API.

c. When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 4b, 5, 8, 9, and 10.

5. Your API clients

a. The APIs are designed to help you enhance your websites and applications ("API Client(s)"). YOU AGREE THAT DIALPAD MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE DIALPAD PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Dialpad accessing and using your API Client, for example to identify security issues that could affect Dialpad or its users. You will not interfere with this monitoring. Dialpad may use any technical means to overcome such interference. Dialpad may suspend access to the APIs by you or your API Client without notice if we reasonably believe that you are in violation of the Terms.

b. You will use commercially reasonable efforts to protect user information collected by your API Client, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

c. Dialpad does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.

6. User privacy and API clients

a. You will comply with (1) all applicable privacy laws and regulations including those applying to personal data and (2) the Dialpad Privacy Policy and Data Processing Agreement, which governs your use of the APIs when you request access to Dialpad user information. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what user information you collect and how you use and share such information (including for advertising) with Dialpad and third parties.

b. Unless otherwise specified in writing by Dialpad, Dialpad does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the APIs satisfy HIPAA requirements. If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to Dialpad unless you have received prior written consent to such use from Dialpad.

7. Confidentiality

a. Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.

b. Our communications to you and our APIs may contain Dialpad confidential information. Dialpad confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you may not disclose it to any third party without Dialpad's prior written consent. Dialpad confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Dialpad confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

8. Content

a. Our APIs may contain third party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

b. Some of our APIs allow the submission of content. Dialpad does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms.

c. For the sole purpose of enabling Dialpad to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable Dialpad privacy policies, you give Dialpad a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Client. "Use" means use, host, store, modify, communicate, and publish. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.

d. When a user's non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.

e. Dialpad supports data portability. For as long as you use or store any user data that you obtained through the APIs, you agree to enable your users to export their equivalent data to other services or applications of their choice in a way that's substantially as fast and easy as exporting such data from Dialpad products and services, subject to applicable laws, and you agree that you will not make that data available to third parties who do not also abide by this obligation.

d. Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs:

• Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;

• Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;

• Misrepresent the source or ownership; or

• Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

9. Brand features; Attribution

a. "Brand Features" is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party's Brand Features. All use by you of Dialpad's Brand Features (including any goodwill associated therewith) inures to the benefit of Dialpad.

b. Dialpad hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display Dialpad's Brand Features for the purpose of promoting or advertising that you use the APIs. You must only use the Dialpad Brand Features in accordance with the Terms and for the purpose of fulfilling your obligations under this Section.

c. You will not make any statement regarding your use of an API that suggests partnership with, sponsorship by, or endorsement by Dialpad without Dialpad's prior written approval.

d. In the course of promoting, marketing, or demonstrating the APIs you are using and the associated Dialpad products, Dialpad may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes.

10. Privacy and copyright protection

a. By using our APIs, Dialpad may use submitted information in accordance with our Privacy Policy.

b. We provide information to help copyright holders manage their intellectual property online, but we can't determine whether something is being used legally or not without their input. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, you can find information about submitting notices and Dialpad's policy about responding to notices in our Help Center.

11. Liability for our APIs

a. WARRANTIES

EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER DIALPAD NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS "AS IS.” SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.

b. LIMITATION OF LIABILITY

WHEN PERMITTED BY LAW, DIALPAD, AND DIALPAD’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF DIALPAD, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. IN ALL CASES, DIALPAD, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

12. Indemnification

Unless prohibited by applicable law, if you are a business, you will defend and indemnify Dialpad, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

• your misuse or your end user's misuse of the APIs;

• your violation or your end user's violation of the Terms; or

• any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.

13. General provisions

a. We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. You should look at the Terms regularly. We will post notice of modifications to the Terms within the documentation of each applicable API, to this website, and/or in the Dialpad developers console. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.

b. The APIs were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

d. Except as set forth below: (i) the laws of California, U.S.A., excluding California's conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO CITY AND COUNTY, CALIFORNIA, USA, AND YOU AND DIALPAD CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

d. Except as set forth below: (i) the laws of California, U.S.A., excluding California's conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO CITY AND COUNTY, CALIFORNIA, USA, AND YOU AND DIALPAD CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

e. If you are accepting the Terms on behalf of a United States federal government entity, then the following applies instead of the paragraph above: the laws of the United States of America, excluding its conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs. Solely to the extent permitted by United States Federal law: (i) the laws of the State of California (excluding California's conflict of laws rules) will apply in the absence of applicable federal law; and (ii) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SAN FRANCISCO CITY AND COUNTY, CALIFORNIA.

f. If you are accepting the Terms on behalf of a United States city, county, or state government entity, then the following applies instead of the paragraph above: the parties agree to remain silent regarding governing law and venue.