SaaS Supplemental Terms

In addition to Section 2.2 of the GTC, DialCru grants the Customer a personal, limited, non-exclusive, non-transferable, and non-assignable license to use the Service through its Product Users in object code form and to make the Product available to End Users, all in accordance with this Agreement and the applicable Documentation for the Term of the Agreement.

Regarding Test Accounts, if applicable, the Customer is granted a restricted, revocable, non-exclusive, non-transferable license to access and use the Service solely for non-productive testing, evaluation, and demonstration purposes during a test term, subject to the Customer’s ongoing compliance with this Agreement. It is understood that no fees are charged to Customers during the test term. The scope of the Customer’s right to use the Service will be determined by DialCru at its sole discretion and is limited to the Features and Functionalities available in the Test Account of the Product. DialCru reserves the right to modify the scope of the Customer’s rights at any time.

The Features and Functionalities available on a plan are shown at Checkout/Plan Selection and in the billing settings in the DialCru account. Customer may activate Add-Ons (if offered) in-app at any time. Add-Ons purchased in-app are effective upon activation and billed per the Subscription and Billing Terms. For enterprise or bespoke Add-Ons, the parties may agree separate terms in writing.

Excess Usage: if Customer uses Features or volumes beyond plan limits, DialCru may auto-charge the payment method on file and/or issue an invoice for the excess at the then-current rates, in accordance with the Subscription and Billing Terms.

Unless the Customer requests Customized Services for activation, installation, or setup as specified in Section 3.2 below, the Customer is responsible for performing the necessary activation, installation, setup, or software development work to install and integrate the Product into the Customer’s systems. Any such installation or integration must be in accordance with the Documentation or other written instructions provided by DialCru.

The Customer may request DialCru to provide Customized Services, and DialCru may agree to do so at its discretion. In such cases, the Parties will enter into a Statement of Work that details the scope of the Customized Services and the applicable fees, which may be based on time and materials or a fixed price as agreed upon. These Customized Services will be provided in accordance with this Agreement and the relevant Statement of Work.

Customized Services are delivered “as is” and are considered accepted by the Customer upon delivery by DialCru.

The Customer acknowledges that the Product incorporates specific algorithms and artificial intelligence, and for optimal and seamless functioning, it is the Customer’s responsibility to provide adequate Customer Data. Except for data input by End Users, only Product Users may input Customer Data, adhering to the guidelines set forth in the Documentation.

The Customer is solely responsible for the accuracy and correctness of Customer Data. DialCru is not liable for any damages or liabilities resulting from incorrect Customer Data entered into the Product.

All Customer Data remains the property of the Customer. The Customer grants DialCru the right to use such Customer Data (including any content and information provided, transmitted, or uploaded through the Service) to fulfill its obligations under this Agreement and to enhance the Service’s functionality and provision. Upon termination or expiration of the Agreement, DialCru may retain limited plain text snippets of Customer Data solely for technical reasons related to the Product’s functionality. These text snippets will be held in strict confidence and not disclosed to third parties. If these snippets contain Customer Personal Data, DialCru will anonymize or pseudonymize them to the fullest extent possible.

The Customer warrants that the Customer Data does not infringe on any third party’s intellectual property rights or other legal rights and does not violate any applicable laws, statutes, or regulations in any jurisdiction.

The Customer acknowledges and agrees to be solely responsible for the Customer Data distributed or accessible through the Product. DialCru is not responsible or liable for any such Customer Data. Specifically, the Customer warrants that no Customer Data distributed through the Product: (i) violates any local, state, national, regional, or international laws, statutes, ordinances, or regulations; (ii) is illegal, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of privacy, or racially, ethnically, or otherwise objectionable; (iii) negatively affects DialCru’s name, reputation, or goodwill.

The Customer agrees that any violation of this Section 4 allows DialCru, at its sole discretion, to (i) immediately terminate or suspend access to and use of the Product for material breach without any formalities and without prejudice to any other rights or remedies available to DialCru under this Agreement or applicable law; and/or (ii) immediately remove or block the offending Customer Data.

The Customer acknowledges that utilizing the Service requires appropriate hardware, networks, operating systems, data transmission lines, and suitable communication applications and environments.

The Customer agrees that using the Service may necessitate obtaining rights to use third-party software at the Customer’s expense. This can be achieved by (i) purchasing the right to use such software from DialCru, provided DialCru has the right to license it to the Customer, or (ii) directly licensing or acquiring it from the third-party software vendors. If the Customer licenses such software through DialCru, the applicable third-party license will be presented during Checkout/Plan Selection, in-app, or in writing for enterprise engagements.

The Product will be hosted in datacentres operated by DialCru’s Hosting Partners, listed on the Sub-processors page. The Customer warrants acceptance of the applicable terms and conditions of these Hosting Partners, which will be provided by DialCru or directly by the Hosting Partner. The Customer acknowledges that these terms may be unilaterally modified by the Hosting Partners.

DialCru does not provide any direct, indirect, explicit, or implicit warranty for uninterrupted Service availability, except as specified in plan documentation or status page for self-serve plans (or as agreed in writing for enterprise engagements).

The Customer acknowledges that the hosting services and Products may be unavailable during planned maintenance periods conducted by DialCru or its Hosting Partners. DialCru will endeavor to schedule maintenance outside of Business Days and will notify the Customer of such maintenance as soon as reasonably possible.

DialCru and its Hosting Partners reserve the right to perform unplanned maintenance at any time if necessary for security or other urgent reasons. DialCru and the Hosting Partners shall not be liable for any damages resulting from Service unavailability due to such maintenance.

Starting from the Effective Date and contingent upon timely payment of all fees, DialCru will provide third-line Maintenance Services for the Product in the Customer’s production environment, as outlined below.

When encountering an Incident, the Customer should initially review and assess the issue. If the assessment reveals the Incident is not an Out of Scope Incident, a Product User may report it to DialCru through the web-based ticketing or messaging systems provided by DialCru, detailing the Incident as specified by DialCru. Upon receiving a ticket, DialCru, at its sole discretion, will determine if the Incident is Out of Scope or not, and DialCru’s classification will be final. DialCru reserves the right to charge the Customer for costs incurred in investigating the nature of an Incident on a time and materials basis.

Maintenance Services do not cover Out of Scope Incidents. However, Product Users may pose questions about the Service, and DialCru will respond in good faith without any binding commitment.

For Incidents that are within scope, DialCru will make every effort to resolve them according to the service level objectives as detailed in plan documentation or status page for self-serve plans, or as agreed in writing for enterprise engagements. DialCru may, at its sole discretion, assign a priority level to each Incident.

For priority 1 and priority 2 Incidents (termed “Severe Incidents”), the Customer must designate one (1) Product User to act as a Single Point of Contact (SPOC) for DialCru.

Incidents caused by the following are not covered by Maintenance Services, but the Customer may request Customized Services from DialCru for an additional fee. These include (but are not limited to): (i) Out of Scope Incidents; (ii) abuse or misuse of the Product; (iii) modifications or additions to the Product not performed or approved by DialCru; (iv) incorrect installation of a fix by a third party; (v) incorrect configuration not performed or approved by DialCru; (vi) the use of incorrect data or data structures; (vii) installations other than a supported release; (viii) any environment other than the Customer’s production environment.

The provisions of this Section do not apply to Test Accounts.

In addition to the provision in Section 10.1 of the GTC, DialCru retains sole and exclusive ownership of all Intellectual Property Rights associated with the Product and Services, including any new versions, updates, customizations, enhancements, modifications, or improvements. Aside from the limited license granted under this Supplement, no other rights pertaining to DialCru’s Intellectual Property Rights are granted or transferred to the Customer under this Agreement. This Agreement does not convey any title, proprietary rights, or Intellectual Property Rights in the Product or Services to the Customer or any third party. The Customer shall not acquire any title, ownership rights, copyrights, Intellectual Property Rights, or other proprietary rights of any nature in the Product or Services. The Customer agrees not to remove, alter, or obscure any proprietary marking, including trademarks or copyright notices, on or in the Product, during its operation, or on media. The Customer shall ensure such proprietary markings are incorporated or reproduced in any permitted back-up or other copies.

The provisions of Section 7.1 above and Section 10.1 of the GTC regarding intellectual property rights related to the Service equally apply to the Customized Services and any related new versions, updates, upgrades, customizations, enhancements, modifications, or improvements.

The Customer agrees not to remove, alter, or obscure any proprietary marking, including trademarks or copyright notices, on or in the Service, during its operation, or on media. The Customer shall ensure such proprietary markings are incorporated or reproduced in any permitted back-up or other copies.