Zidial Terms of Service
Effective Date: 1/1/2025
Welcome to Zidial. These Terms of Service (“Terms”) govern your use of Zidial’s services (the “Services”), including VICIdial hosting, AI agents, telephony / VoIP termination, integrations, site access, and associated features. By subscribing to, accessing, or using any of our Services, you agree to these Terms. If you do not agree, you may not use our Services.
1. Definitions & Scope
Customer / You / Your: The entity or individual using the Services.
Zidial / We / Us / Our: The provider of the Services.
Service Order / Agreement / Order Form: A document or electronic acceptance specifying the plan, duration, features, and pricing for Services.
Service Fees: All charges you owe including recurring fees, usage, overages, activation, equipment, taxes, surcharges, penalties, etc.
Equipment: Physical hardware or devices we supply in connection with the Services.
Customer Data / Content: All data, recordings, transcripts, or content you provide or generate via usage of the Services.
These Terms apply to all Customers, except when a separate agreement is signed (in which case those terms may govern to the extent they differ).
2. Service Provision & Use
2.1 Subscription / Term
The Services start when we activate or make them available to you.
Unless otherwise stated, your plan renews automatically (monthly, yearly, or per term) until you cancel or we terminate per these Terms.
If you cancel, the termination takes effect at the end of your current billing term, unless otherwise agreed.
2.2 Use Restrictions & Compliance
You agree that Services will be used only for lawful business communications and in compliance with all relevant laws (telemarketing rules, TCPA, Do-Not-Call lists, call recording consent, etc.).
You shall not:
Use the Services for fraud, harassment, spam, or illegal activity
Transmit viruses, malware, or harmful content
Circumvent quotas, modify or reverse engineer our systems
Share or resell Services without our written consent
2.3 Performance Metrics & Quality
We may monitor traffic patterns, answer-seizure ratios, average call durations, error rates, and other metrics. If your usage falls below thresholds (e.g., low answer rates, too many short-duration calls), we reserve rights to:
Impose surcharges
Adjust billing methodology
Suspend or restrict service
2.4 Number Porting / Assignments
Any telephone numbers we assign remain under our control and are leased, not sold. You may request porting in or out, subject to third-party carrier cooperation and applicable regulations. We are not liable for delays or failures in number porting that are outside our control.
3. Fees, Billing & Payment
3.1 Charges & Invoices
You agree to pay all Service Fees as invoiced. This includes recurring charges, usage/overage fees, connection or activation fees, equipment charges, taxes, regulatory fees, and surcharges.
3.2 Payment Terms
Unless otherwise agreed, payments are due before or on the first day of the service period.
If you fail to pay within a grace period (e.g. 10 days), we may suspend or terminate Services and/or charge late fees.
3.3 Rate Changes
We may change rates upon renewals or for new customers. We will not change rates retroactively.
3.4 Refunds, Credits & Disputes
Unless explicitly stated, fees are non-refundable.
If you dispute a charge, you must notify us within [e.g. 30 days] in writing. We may credit or adjust as we determine in good faith.
4. Termination & Suspension
4.1 Termination by You
You may cancel by providing notice per your Agreement. At termination, you lose access to Services and must pay any outstanding fees immediately.
4.2 Termination / Suspension by Us
We may suspend or terminate access (in whole or part) immediately if you breach these Terms, violate laws, or harm our network or others. We may also terminate for convenience with notice (e.g. 30 days).
4.3 Early Termination Fees
If you terminate before the end of your committed term, you may owe an early termination charge equal to the remaining recurring fees, plus any discounts or equipment costs we incurred because of your term commitment.
4.4 Effects of Termination
Upon termination:
Your access is revoked
We may delete or archive your Customer Data (subject to backup retention or legal requirements)
You remain liable for all accrued obligations
5. Intellectual Property & Customer Data
5.1 Ownership
You retain ownership of all Customer Data / Content.
We retain all rights in our software, systems, and technology.
5.2 License to Operate
You grant us a non-exclusive license to use, transmit, store, and process your Content only as necessary to provide the Services (and to comply with legal obligations).
5.3 Data Usage & Analytics
We may use aggregated, anonymized data (not personally identifiable) for analytics, benchmarking, or to improve our Services.
5.4 Content Responsibility
You are solely responsible for all Content transmitted through the Services. We are not liable for, nor endorse, third-party content.
6. Warranties, Disclaimers & Limitations
6.1 Limited Warranty
We warrant that the Services will materially conform to published specifications under normal use. Otherwise, we disclaim all other warranties, express or implied.
6.2 Disclaimer
To the maximum extent allowed by law, we disclaim warranties of merchantability, fitness for a particular purpose, uninterrupted service, error-free performance, or non-infringement.
6.3 Limitation of Liability
In no event will our total liability (for breach, tort, or otherwise) exceed the amount you have paid in the preceding 12 months for the relevant Services. We are not liable for indirect, incidental, punitive, special, or consequential damages (loss of revenue, business, data, etc.), even if advised of the possibility.
6.4 Indemnification
You agree to indemnify, defend, and hold harmless Zidial and its affiliates, officers, agents, and employees from third-party claims, liabilities, losses, or damages arising from your use of the Services, violation of these Terms, or your Content.
7. Confidentiality
Each party agrees to protect the confidential information of the other, and not to use or disclose it except as necessary to fulfill obligations under these Terms or required by law. Confidential information does not include information that becomes public, was independently known, or received from third parties without confidentiality obligation.
8. Export Controls & Compliance
You will comply with all applicable export, import, and encryption laws. You will not use the Services to transmit restricted data or to any prohibited destinations.
9. Force Majeure
Neither party is liable for delays or failures caused by events beyond their reasonable control (natural disasters, war, governmental actions, internet failures, etc.). Performance time is extended by the period of such event.
10. Dispute Resolution, Governing Law & Miscellaneous
10.1 Governing Law & Venue
These Terms are governed by [State / Country] law (e.g. California, USA) without regard to conflict of law rules. Legal actions must be brought in appropriate courts in that jurisdiction.
10.2 Arbitration / Class Action Waiver
(Optional) Claims may be resolved by binding arbitration. You waive the right to a jury trial or class action (if enforceable in your location).
10.3 Notices
Any notice required under these Terms must be in writing and sent to the address or email in our account or on record.
10.4 Severability & Waiver
If any portion of these Terms is invalid or unenforceable, the rest remains effective. Waiver of any term does not imply future waivers.
10.5 Assignment
You may not assign or transfer your rights or obligations without our written consent. We may assign to affiliates or successors.
10.6 Entire Agreement
These Terms, together with any Order Forms or additional policies (Privacy Policy, Acceptable Use, etc.) represent the entire agreement between you and Zidial.
10.7 Changes to Terms
We reserve the right to modify these Terms. We’ll post the revised version and indicate “Last Updated” date. Your continued use after changes implies acceptance