Terms of Service

Effective version: 2026-04-13

Dialkit.ai Terms of Service

Last updated: April 13, 2026 Effective date: April 13, 2026

These Terms of Service (the "Terms") form a binding agreement between you ("you", "your", or "Customer") and OPX LTD., an Ontario, Canada corporation ("OPX", "we", "us", or "our"), governing your access to and use of the Dialkit.ai platform, website, APIs, MCP servers, documentation, and all related products and services (collectively, the "Service").

BY CLICKING "I AGREE," CREATING AN ACCOUNT, ACCESSING, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

IMPORTANT NOTICES:

1. Acceptance of Terms; Order of Precedence

1.1 Acceptance. You accept these Terms by (a) clicking a box indicating acceptance, (b) executing an order form or written agreement that references these Terms, or (c) accessing or using the Service. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" and "Customer" refer to that entity.

1.2 Additional terms. The Service may offer features or integrations subject to additional terms (for example, Enterprise order forms, SLAs, beta features, or AI provider terms). Additional terms form part of these Terms and, in case of conflict, the order of precedence is: (1) a signed Enterprise order form or master services agreement; (2) additional feature-specific terms you expressly accept; (3) these Terms; (4) any Dialkit.ai documentation.

1.3 Updates. We may update these Terms from time to time. See Section 25 (Changes to the Terms).

2. Definitions

3. Eligibility

3.1 Age. You must be at least 18 years old to create an Account or use the Service. The Service is not directed to, and may not be used by, individuals under 18.

3.2 Capacity. You must have the legal capacity to enter into a binding contract under the laws of the jurisdiction where you reside or are incorporated.

3.3 Restricted jurisdictions. You may not access or use the Service if you are located in, ordinarily resident in, or organized under the laws of any country or territory that is subject to comprehensive trade sanctions by Canada, the United States, the United Kingdom, the European Union, or the United Nations (each a "Restricted Jurisdiction"), or if you are otherwise a person with whom dealing is prohibited under applicable trade sanctions, export controls, or anti-terrorism laws. Restricted Jurisdictions currently include, without limitation, Cuba, Iran, North Korea, Syria, the so-called Donetsk People's Republic and Luhansk People's Republic regions of Ukraine, and Crimea. We may add to or modify this list at any time in our sole discretion. You represent and warrant on an ongoing basis that you are not a Sanctioned Person (as defined in Section 20).

3.3A Province of Québec excluded. The Service is not offered to, and may not be accessed or used by, persons ordinarily resident in the Province of Québec, Canada, or businesses having their principal place of business in Québec. By accepting these Terms, you represent and warrant that you are not ordinarily resident in Québec and that your business (if any) does not have its principal place of business in Québec. If at any time you become ordinarily resident in Québec or your business relocates its principal place of business to Québec, you must stop using the Service and close your Account. OPX reserves the right to block access, suspend Accounts, and refuse to provide the Service based on indicia of Québec residence or location, including billing address, IP geolocation, or registration information.

3.4 Business and consumer use. The Service is designed primarily for developers and businesses, but individuals may also use the Service for lawful personal purposes. If you are using the Service as a consumer within the meaning of applicable consumer protection legislation, mandatory consumer protection rights in your jurisdiction apply in addition to these Terms and prevail over any conflicting provision.

3.5 Account information. You must provide accurate, current, and complete information when creating your Account and keep it up to date.

4. The Service

4.1 What the Service does. Dialkit.ai provides an API and MCP server that allow AI agents and applications to (a) originate outbound telephone calls over the public telephone network, (b) conduct real-time voice conversations using third-party AI models, (c) receive transcripts, outcomes, call metadata, and (where enabled) call recordings, and (d) manage verified caller IDs and billing. The Service exposes tools including make_call, get_call, and send_dtmf, as further described in the Documentation.

4.2 No guarantee of availability or outcome. The Service is provided on an "as available" basis. Call completion, audio quality, transcript accuracy, and AI conversational outcomes depend on factors outside our control, including third-party networks, carriers, AI providers, and the behaviour of Called Parties. See Section 17 (No SLA) and Section 18 (Disclaimers).

4.3 Changes to the Service. We may add, modify, suspend, or discontinue features of the Service at any time. We will use commercially reasonable efforts to provide notice of material adverse changes that affect paying Customers.

5. Accounts, Credentials, and Security

5.1 Credentials. You are responsible for safeguarding your Account credentials, API keys, MCP tokens, and session cookies. You are responsible for all activity that occurs under your Account, whether or not authorized by you, except to the extent caused by our gross negligence or wilful misconduct.

5.2 Notification. You must notify us at [email protected] promptly if you suspect any unauthorized use of your Account or any security incident affecting your credentials.

5.3 One Account per entity. You may not create multiple Accounts to circumvent Fees, usage limits, verification requirements, or suspensions.

6. Verified Caller IDs

6.1 Ownership and authorization. When you register or verify a caller ID phone number for use with the Service, you represent and warrant that you own the number or have obtained the explicit authorization of its owner to use it as the calling party identifier for calls placed through the Service.

6.2 CNAM and display. We do not guarantee how your caller ID will be displayed on Called Party devices. Displayed name (CNAM), branded calling, and carrier filtering are controlled by downstream carriers.

6.3 Prohibited spoofing. You must not use a caller ID you do not own or have authorization to use, and must not use caller ID to mislead, deceive, or defraud Called Parties or to impersonate any person or entity. Caller ID spoofing laws, including the U.S. Truth in Caller ID Act, Canada's CRTC STIR/SHAKEN rules, and equivalent regimes in other jurisdictions, apply to your use of the Service, and you are solely responsible for compliance.

7. AI Voice Agents and Call Content

7.1 Probabilistic output. The Service uses third-party large language models and real-time voice AI (including, without limitation, models provided by OpenAI and Google) to generate speech during calls. AI output is probabilistic. It may be inaccurate, incomplete, biased, unexpected, offensive, or unsuitable for your purpose. You must not rely on AI output for any decision with material legal, medical, financial, safety, or life-and-death consequences without human review.

7.2 Your responsibility for prompts and purposes. You are solely responsible for the prompts, instructions, purpose statements, knowledge, persona, and any other content you provide to the Service for use during a call, as well as for the outcomes of those calls.

7.3 No professional advice. The Service is not a substitute for legal, medical, financial, tax, emergency, or other professional services. The Service must not be used to place calls to emergency services (e.g., 911, 112, 999, 100) and is not capable of reliably doing so.

7.4 Disclosures. You are responsible for making any disclosures required by law regarding the use of AI or automated systems on a call, including disclosures that a Called Party is speaking with an artificial intelligence or automated voice, where such disclosures are required by the laws applicable to the call.

8. Acceptable Use Policy

You agree that you will not, and will not permit any user, agent, Affiliate, or third party acting on your behalf, to use the Service to:

(a) Violate law. Engage in any activity that violates applicable law, regulation, court order, or the rights of any third party.

(b) Engage in prohibited telephony practices. Place calls in violation of any applicable telemarketing, robocall, automated calling, do-not-call, consent, recording, dialling-hours, abandonment, or disclosure law or rule, including without limitation:

(c) Fraud and deception. Commit or facilitate fraud, identity theft, phishing, vishing, smishing, social engineering, impersonation, "grandparent scams," IRS or CRA impersonation scams, tech support scams, romance scams, or any other deceptive practice.

(d) Harass or harm. Harass, stalk, threaten, defame, bully, intimidate, shame, or inflict emotional distress on any person; place calls designed to annoy or occupy a line; place repeated or high-volume calls to the same number without consent; or place calls that would cause a Called Party reasonable fear for safety.

(e) Target vulnerable persons. Knowingly target minors, elderly persons, persons with cognitive impairments, or persons in crisis, except for legitimate purposes with clear consent.

(f) Spam and bulk calling. Operate unsolicited telemarketing or bulk-calling campaigns without all required consents, registrations, and disclosures; use the Service for wardialing, random or sequential number dialling, or auto-dialling for content not exempted under applicable law.

(g) Infringe rights. Infringe any patent, trademark, trade secret, copyright, right of publicity, privacy right, or other proprietary right.

(h) Illegal content and activities. Use the Service in connection with child sexual abuse material (CSAM), non-consensual intimate imagery, human trafficking, terrorism, extremist content, illegal weapons, illegal drugs, illegal gambling, money laundering, or any other unlawful content or activity.

(i) Endanger safety. Use the Service for, or in a manner that could interfere with, emergency services, air traffic control, hospital systems, nuclear facilities, life-support systems, or any system where failure could result in death, personal injury, or severe environmental damage.

(j) Interfere with the Service. Interfere with or disrupt the Service, attempt to gain unauthorized access to the Service or any accounts or systems, probe, scan, or test the vulnerability of any system or network without authorization, circumvent any access controls or rate limits, reverse-engineer or decompile the Service except to the extent expressly permitted by law, or introduce malware, denial-of-service attacks, or other malicious code or activity.

(k) Resell or white-label without authorization. Resell, sublicense, rent, lease, lend, or otherwise commercially exploit the Service, or make the Service or any portion of it available to a third party as a standalone product or service, except as expressly permitted by a written agreement with us.

(l) Train competing models. Use Call Content or Service output to train, improve, or benchmark any voice, speech, telephony, or large language model that competes with the Service or with our AI providers, except to the extent you have all necessary rights and such use is not prohibited by our AI providers' terms.

(m) Misrepresent the Service. Misrepresent your relationship with OPX, Dialkit.ai, or any of our AI or telephony providers.

We reserve the right, but have no obligation, to investigate suspected violations of this AUP, to remove content, to suspend or terminate Accounts, to cooperate with law enforcement, and to take any other action we deem appropriate in our sole discretion. See Section 19 (Suspension and Termination).

9. Telephony Compliance and Consent

9.1 You are solely responsible. You, and not OPX, are solely responsible for ensuring that every call placed through the Service is lawful in every jurisdiction involved in the call, including without limitation the jurisdiction(s) from which the call originates, through which it is routed, and in which it is received. This responsibility includes obtaining any prior express written consent, opt-in, or other authorization required by law, honouring do-not-call lists, respecting calling-hours restrictions, making required disclosures, complying with identification requirements, and respecting any opt-out or revocation of consent.

9.2 AI calls are "robocalls". You acknowledge that calls placed using the Service are generally classified as automated, artificial-voice, or prerecorded-voice calls under laws including the TCPA and equivalent regimes, regardless of whether the AI is speaking dynamically in real time. Stricter consent and disclosure rules typically apply to such calls, including a requirement in many jurisdictions for prior express written consent before placing a call to a consumer for marketing purposes.

9.3 No platform-level consent check. We do not verify, warrant, or police whether you have obtained consent to call any number. We do not maintain your do-not-call lists for you. Any tools we may offer to assist with compliance (such as suppression lists, timezone filters, or disclosure prompts) do not transfer compliance responsibility to us, and you remain solely liable for your calls.

9.4 No delegation. Your compliance obligations under this Section 9 cannot be delegated to OPX, our AI providers, our telephony carriers, or any downstream counterparty.

9.5 Your indemnity. You will indemnify OPX for any claim, penalty, settlement, fine, or cost (including reasonable attorneys' fees) arising from a call placed through your Account that is alleged to have violated any law described in this Section 9 or in Section 8. See Section 20 (Indemnification).

10. Call Recording and Two-Party Consent

10.1 Recording is optional and customer-controlled. Where enabled, the Service may produce a recording of a call and an associated transcript.

10.2 Consent is your responsibility. Laws governing the recording of telephone calls vary significantly by jurisdiction. Some jurisdictions require only one-party consent (for example, most of Canada and many U.S. states); others require all-party consent (for example, California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, Washington, and many jurisdictions in the European Union and United Kingdom). You are solely responsible for (a) determining which recording laws apply to each call, taking into account both the location from which the call is placed and the location(s) of each Called Party; (b) obtaining all consents required by those laws before any recording begins; (c) providing any disclosures required by those laws; and (d) honouring any refusal of consent. Transcripts generated from audio streams may be considered a form of recording in some jurisdictions, and the same consent rules apply.

10.3 OPX has no liability. OPX does not verify the location of any party to a call, does not determine which recording laws apply, does not obtain consent on your behalf, and accepts no responsibility for ensuring that a call may lawfully be recorded or transcribed. You release OPX from all claims, losses, penalties, and damages arising from your failure to obtain necessary consents or make necessary disclosures in connection with recording or transcription.

11. Customer Data, Call Content, and Privacy

11.1 Your ownership. As between you and OPX, you own Customer Data and Call Content associated with your Account, subject to the rights you grant us in Section 11.2.

11.2 Licence to OPX. You grant OPX a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, display, adapt, and otherwise use Customer Data and Call Content solely as necessary to (a) provide, maintain, and improve the Service for you; (b) enforce these Terms; (c) comply with law, subpoenas, and other legal process; (d) prevent or address fraud, abuse, or security risks; and (e) generate aggregated, de-identified statistics that do not identify you or any natural person.

11.3 Your representations. You represent and warrant that (a) you have all rights, consents, and authorities necessary to submit Customer Data to the Service and to have us process it as described in these Terms; (b) your submission of Customer Data to the Service will not violate the privacy, publicity, intellectual property, or other rights of any person; and (c) you have provided all notices and obtained all consents required under applicable privacy laws (including PIPEDA, U.S. state privacy laws, GDPR, UK GDPR, and equivalents) in respect of the personal information contained in Customer Data.

11.4 Retention. We retain Customer Data, Call Content, transcripts, and call metadata for as long as your Account is active. Call recordings and transcripts may be moved to lower-cost storage tiers in accordance with our Documentation. Upon your request sent to [email protected], we will delete Customer Data associated with your Account, subject to reasonable operational timelines and to our right to retain (i) backups for a limited period, (ii) information required to comply with legal, tax, accounting, audit, or regulatory obligations, (iii) information required to enforce these Terms or defend against legal claims, and (iv) aggregated, de-identified data.

11.5 Privacy and personal information. This Section 11 also serves as our privacy notice for the Service. By using the Service you acknowledge that:

(a) Personal information we collect. We collect account information (name, email, company, display name), authentication data (OAuth identifiers, password hashes, session cookies, verification tokens), billing data (Stripe customer IDs, Wallet balances, transaction ledger), telemetry (IP address, device and browser information, logs, including geolocation derived from IP for the purpose of enforcing Section 3.3 and Section 3.3A), and Call Content (phone numbers dialled, purpose prompts, audio streams, transcripts, recordings, outcomes, call metadata, DTMF input).

(b) How we use it. We use personal information to provide and operate the Service, authenticate users, prevent fraud and abuse, bill Fees, respond to support requests, communicate about the Service, comply with law, and improve the Service (including debugging and error analysis).

(c) Sharing. We share personal information with third-party service providers strictly to operate the Service, including: OpenAI (real-time AI voice model); Google (Gemini AI models, OAuth, analytics); Stripe (payments and billing); Twilio (phone number verification and SMS); our upstream SIP/PSTN carriers (for example, DIDLogic and Cloudonix) for call delivery; Cloudflare (DNS, CDN, security); Google Cloud Platform (hosting); Sentry (error monitoring); Intercom (customer support); and 1Password (secrets management). These providers process personal information subject to their own terms and privacy policies and to contractual restrictions we impose on them. We also share information with law enforcement or other authorities when required by law.

(d) International transfers. Personal information may be stored or processed in Canada, the United States, and other jurisdictions where we or our service providers operate.

(e) Your rights. Subject to applicable law, you may request access to, correction of, or deletion of personal information we hold about you, withdraw consent to our processing (which may require us to terminate your Account), or lodge a complaint with your local data protection authority.

(f) Cookies. We use cookies and similar technologies to authenticate sessions, remember preferences, and measure use of the Service.

(g) Contact for privacy. Privacy inquiries may be sent to [email protected].

11.6 Aggregated and de-identified data. OPX may create and use aggregated, anonymized, or de-identified data derived from the Service (including call volume, duration, outcomes, error rates, and model performance) for any lawful purpose, including product improvement, analytics, and benchmarking. Such data does not identify you or any natural person and is not considered Customer Data.

12. Fees, Wallet, Billing, and Refunds

12.1 Pay-per-minute pricing. The Service is primarily billed on a pay-per-minute basis according to the plan you select. Current rates and plan details are published at https://dialkit.ai/#pricing and in your Account dashboard. Fees are quoted in U.S. dollars (USD) unless stated otherwise.

12.2 Wallet and prepaid credit. To place calls you must maintain a positive prepaid balance in your Wallet. You add funds by purchasing prepaid credits through the Service's Stripe-hosted checkout. Fees for each call are debited from your Wallet at the per-minute rate in effect for your plan at the time of the call.

12.3 Top-ups, minimums, and auto top-up. Some plans require minimum top-up amounts, minimum monthly spends, or auto top-up. Those requirements are disclosed before you select or change a plan.

12.4 Taxes. Fees are exclusive of all taxes, levies, duties, and similar charges imposed by any taxing authority (including GST, HST, QST, PST, VAT, and sales taxes). You are responsible for paying all such taxes associated with your purchases, except for taxes based on OPX's net income. If we are required to collect taxes, we may add them to the invoice or charge.

12.5 Third-party fees. Prices for third-party services (such as caller ID verification fees, SMS, or premium phone numbers) are separate from per-minute call rates and are disclosed at the time you use the relevant feature.

12.6 Failed calls. As of the Effective Date, calls that fail to connect are not charged. We reserve the right to change this policy in the future, in which case we will update these Terms, the pricing page, or the Documentation with reasonable prior notice, and the new policy will apply only to calls placed after the change takes effect.

12.7 Non-refundable. All prepaid credits and Fees are non-refundable, except (a) where required by mandatory consumer protection law, (b) where we expressly offer a refund in our discretion, or (c) where we erroneously charge you for services not provided. Unused credits on termination are forfeited as described in Section 19.

12.8 Credit expiration for inactive accounts. If your Account is inactive for a continuous period of twelve (12) months (no calls placed, no top-ups, and no login), any remaining Wallet balance may expire and be forfeited. We will use commercially reasonable efforts to send a notice to your registered email address at least thirty (30) days before expiration.

12.9 Disputes and chargebacks. If you believe a Fee is incorrect, you must notify us within sixty (60) days of the charge via [email protected]. You agree not to initiate a credit card chargeback for a charge you have not first attempted to resolve with us in good faith. We may suspend your Account if a chargeback is filed and may recover from you any chargeback fees we incur.

12.10 Currency conversion. If your payment method is denominated in a currency other than USD, your bank or card issuer may apply conversion fees that are not controlled by OPX.

12.11 Price changes. We may change pricing on notice of at least thirty (30) days, published on the pricing page or sent to your registered email. Price changes apply to calls placed after the change takes effect. If you do not agree to a price change, your sole remedy is to stop using the Service before the new prices take effect; previously purchased prepaid credits remain subject to the pricing in effect when they were used.

13. Third-Party Services and Integrations

13.1 Third-party dependencies. The Service depends on third-party services that are not under our control, including AI providers (OpenAI, Google), payment processors (Stripe), phone number carriers and SIP trunks, SMS/verification providers (Twilio), cloud infrastructure (Google Cloud Platform), DNS and security providers (Cloudflare), and monitoring providers (Sentry, Intercom). Your use of the Service is also subject to the applicable terms and privacy policies of those third parties where they are imposed on end users.

13.2 Third-party links and content. The Service may contain links to or integrate with third-party products or websites. We are not responsible for, and do not endorse, any such third-party product, content, or website.

13.3 Changes to third parties. A third-party provider may change, degrade, or discontinue its service at any time. Such changes are not a breach of these Terms by OPX.

14. Intellectual Property

14.1 Our IP. OPX and its licensors own all right, title, and interest in and to the Service, including the Dialkit.ai website, MCP servers, APIs, source code, software, models, configurations, know-how, trademarks, logos, and Documentation, and all intellectual property rights therein. Except for the limited licence granted in Section 14.2, no rights are granted to you by implication, estoppel, or otherwise.

14.2 Licence to you. Subject to your compliance with these Terms and payment of Fees, OPX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business or personal use during the term of these Terms.

14.3 Feedback. If you provide OPX with suggestions, improvements, comments, feature requests, or other feedback about the Service ("Feedback"), you grant OPX a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable licence to use and exploit the Feedback for any purpose, without any obligation or compensation to you. You waive any moral rights you may have in the Feedback to the extent permitted by law.

14.4 Trademarks. "Dialkit.ai", "DialKit", and the Dialkit logo are trademarks of OPX. You may not use our trademarks without our prior written consent, except to factually identify the Service in accordance with generally accepted fair-use principles.

15. Confidentiality

15.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is marked or otherwise reasonably understood to be confidential. OPX's Confidential Information includes non-public details about the Service, pricing, and roadmap. Customer's Confidential Information includes Customer Data. Each party will (a) use the other party's Confidential Information only to perform or receive the Service; (b) protect it with the same degree of care it uses to protect its own confidential information of similar importance, and in no case less than reasonable care; and (c) not disclose it to any third party except to its employees, contractors, Affiliates, and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section.

15.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Section; (b) is lawfully received from a third party without confidentiality obligations; (c) was known to the receiving party prior to disclosure; or (d) is independently developed without use of the disclosing party's Confidential Information.

15.3 Compelled disclosure. A party may disclose Confidential Information if required by law, court order, or regulator, provided it gives the other party prompt written notice where legally permitted and cooperates in any effort to seek a protective order.

16. Export Control and Sanctions

You represent and warrant that (a) you are not located in, ordinarily resident in, or organized under the laws of any Restricted Jurisdiction; (b) you are not a person designated on any applicable sanctions, denied-parties, or export-control list maintained by Canada (including the Consolidated Canadian Autonomous Sanctions List), the United States (including OFAC's SDN list and the BIS Denied Persons, Entity, and Unverified Lists), the European Union, the United Kingdom, or the United Nations (any such person, a "Sanctioned Person"); (c) you will not use the Service to call a Sanctioned Person or a party located in a Restricted Jurisdiction; and (d) you will not export, re-export, or transfer the Service, or any part thereof, to any party, country, or end-use in violation of applicable export-control or sanctions laws.

17. No Service Level Agreement

The Service is provided "as available" with no service level agreement, no uptime commitment, and no guaranteed response time, except as may be set out in a separately executed Enterprise order form or master services agreement signed by OPX. Enterprise customers may be eligible for a custom SLA on request.

18. Disclaimers

18.1 AS IS. THE SERVICE AND ALL CONTENT, OUTPUT, AND MATERIALS PROVIDED THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPX, ITS AFFILIATES, AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, ABSENCE OF MALWARE, ABSENCE OF ERROR, QUIET ENJOYMENT, AND CORRESPONDENCE TO DESCRIPTION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

18.2 Specific disclaimers. Without limiting the foregoing, OPX does not warrant that (a) the Service will be uninterrupted, timely, secure, or error-free; (b) calls placed through the Service will connect, complete, or achieve any particular outcome; (c) audio quality, transcript accuracy, or AI conversational behaviour will meet your requirements; (d) the Service will be free from data loss or corruption; (e) any defects will be corrected; or (f) the Service will be compatible with any particular hardware, software, or third-party system.

18.3 Consumer law. Some jurisdictions do not allow certain disclaimers of implied warranties or conditions. In those jurisdictions, the disclaimers in this Section 18 apply only to the maximum extent permitted by law, and you may have statutory rights that cannot be excluded. Nothing in these Terms limits or excludes any non-excludable statutory warranty, guarantee, condition, or right.

19. Limitation of Liability

19.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OPX, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, OR LOSS OF OPPORTUNITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19.2 Aggregate cap. THE TOTAL AGGREGATE LIABILITY OF OPX, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS UNDER OR IN CONNECTION WITH THESE TERMS AND THE SERVICE, FOR ALL CLAIMS IN THE AGGREGATE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO OPX FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

19.3 Exceptions. The limitations in this Section 19 do not apply to (a) liability that cannot be limited or excluded under applicable law; (b) your indemnification obligations under Section 20; (c) your payment obligations under Section 12; (d) your breach of Section 8 (AUP), Section 9 (Telephony Compliance), Section 10 (Call Recording), or Section 14 (Intellectual Property); or (e) fraud, fraudulent misrepresentation, gross negligence, wilful misconduct, or death or personal injury caused by negligence.

19.4 Basis of the bargain. You acknowledge that the fees for the Service reflect the allocation of risk set out in these Terms and that OPX would not provide the Service without these limitations.

20. Indemnification

20.1 By you. You will defend, indemnify, and hold harmless OPX, its Affiliates, and their respective directors, officers, employees, agents, suppliers, and licensors from and against any and all third-party claims, actions, investigations, demands, losses, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising from or related to (a) your use of the Service; (b) any call placed through your Account; (c) your breach of these Terms, including the AUP, Section 9, and Section 10; (d) your Customer Data or Call Content, including any claim that such content infringes or violates the intellectual property, privacy, publicity, or other rights of any person, or violates any law; (e) your violation of any telephone consumer-protection, robocall, telemarketing, recording, consent, or do-not-call law or rule; (f) your misrepresentation or misuse of caller ID; or (g) your violation of any applicable export-control or sanctions law.

20.2 Process. OPX will (a) promptly notify you in writing of any claim for which indemnification is sought (provided that failure to give prompt notice will not relieve you of your obligations except to the extent you are materially prejudiced); (b) permit you to control the defence and settlement of the claim, provided that you will not settle any claim that imposes any obligation or liability on OPX (other than payment of money for which you are responsible) without OPX's prior written consent; and (c) provide, at your expense, reasonable cooperation in the defence. OPX may participate in the defence at its own expense with counsel of its choice.

20.3 No OPX indemnity. OPX does not provide any indemnification to you under these Terms. Any indemnification by OPX, if any, must be set out in a signed Enterprise order form.

21. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND REQUIRES YOU TO RESOLVE DISPUTES WITH US BY BINDING ARBITRATION.

21.1 Informal resolution. Before initiating arbitration, you agree to first contact OPX at [email protected] and provide a written description of the dispute, your contact information, and the relief you seek, and to negotiate in good faith for thirty (30) days to attempt to resolve the dispute informally.

21.2 Binding arbitration. If the dispute is not resolved informally, you and OPX agree that all disputes, claims, or controversies arising out of or relating to these Terms or the Service (a "Dispute"), whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before or after the termination of these Terms, will be finally resolved by binding arbitration administered by the ADR Institute of Canada, Inc. under its Arbitration Rules, before a single arbitrator, seated in Toronto, Ontario, and conducted in the English language. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

21.3 Class action waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND OPX EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, OR A TRIAL BY JURY. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

21.4 Ontario consumer carve-out. If you are a "consumer" as defined in the Ontario Consumer Protection Act, 2002, nothing in this Section 21 limits or waives any right you have under section 7 of that Act, including your right to commence or join a proceeding in court, notwithstanding Sections 21.2 and 21.3. The same carve-out applies if you are a consumer in another Canadian province (other than Québec, in which the Service is not offered) whose consumer protection legislation prohibits pre-dispute arbitration clauses or class action waivers, to the extent required by that legislation. In such a case, the mandatory arbitration and class action waiver provisions do not apply to you, and Section 21.5 governs.

21.5 Court venue (carve-out and small-claims). Where Sections 21.2 and 21.3 do not apply (whether by law, by the carve-outs in Section 21.4, or because a claim qualifies for small-claims court), you and OPX agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, and waive any objection to venue in those courts, except that either party may seek injunctive or equitable relief to protect its intellectual property or confidential information in any court of competent jurisdiction.

21.6 Injunctive relief. Notwithstanding the foregoing, either party may seek interim or preliminary injunctive relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property, violation of confidentiality obligations, or breach of the AUP.

21.7 Limitations period. To the maximum extent permitted by law, any claim arising out of or related to these Terms or the Service must be brought within one (1) year after the claim arose; otherwise, the claim is permanently barred.

22. Governing Law

These Terms and any Dispute are governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23. Suspension and Termination

23.1 Term. These Terms take effect when you first accept them and continue until terminated as provided below.

23.2 Termination for convenience by you. You may terminate your Account at any time by contacting [email protected] or by using any self-service deletion feature we make available. Prepaid credits remaining at the time of termination are not refundable except as required by mandatory consumer protection law.

23.3 Termination by OPX. OPX may terminate or suspend your Account or access to the Service immediately, with or without notice, if (a) you breach any part of these Terms, including the AUP or Section 9; (b) we reasonably believe your use of the Service poses a security, legal, regulatory, or reputational risk to OPX, its providers, or any third party; (c) a third-party provider requires us to do so; (d) you fail to pay Fees when due; (e) your Account becomes subject to a chargeback or fraud investigation; (f) you become a Sanctioned Person or ineligible under Section 3 or Section 16; or (g) we elect to cease offering the Service or any part of it.

23.4 Effect of termination. Upon termination: (a) your right to access the Service immediately ends; (b) any outstanding Fees become immediately due; (c) we may delete Customer Data in accordance with Section 11.4; and (d) provisions that by their nature should survive termination will survive, including Sections 1, 2, 5, 7, 8, 9, 10, 11, 12.7, 12.8, 12.9, 14, 15, 18, 19, 20, 21, 22, this Section 23.4, and 24–26.

24. Notices

24.1 Notices to you. We may give you notices by email to the address associated with your Account, by posting in the Service, or by posting on the Dialkit.ai website. Notices are deemed given when sent or posted.

24.2 Notices to OPX. Except as otherwise provided in these Terms, you must give us notices by email to [email protected], with a courtesy copy delivered to OPX LTD., PO Box 1012, First Canadian Place RPO, RPO First Can, Toronto, Ontario M5K 1P2, Canada. Notices are deemed given when we acknowledge receipt or five (5) business days after sending, whichever is earlier.

25. Changes to the Terms

25.1 Updates. We may update these Terms from time to time. If we make a material change, we will provide at least thirty (30) days' prior notice by email to your registered address or by prominent in-Service notice, except where a shorter notice period is required by law, for security, for legal or regulatory reasons, or where the change is beneficial to you.

25.2 Acceptance. Your continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms. If you do not accept the updated Terms, you must stop using the Service before the effective date. No change will apply retroactively to a Dispute that has already arisen.

26. Miscellaneous

26.1 Entire agreement. These Terms (together with any separate order forms or additional terms expressly incorporated by reference) constitute the entire agreement between you and OPX regarding the Service and supersede all prior agreements and understandings.

26.2 No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

26.3 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full effect.

26.4 Assignment. You may not assign or transfer these Terms or any rights under them, by operation of law or otherwise, without our prior written consent. OPX may assign these Terms at any time without your consent, including in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets, or by operation of law. Any unauthorized assignment is void.

26.5 Independent contractors; no agency. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

26.6 No third-party beneficiaries. Except for the indemnified parties in Section 20, there are no third-party beneficiaries to these Terms.

26.7 Force majeure. OPX will not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, labour disputes, epidemics, pandemics, government action, internet or telecommunications failures, AI provider outages, carrier outages, cyberattacks, and denial-of-service attacks.

26.8 Language. These Terms are written in English. If they are translated into another language for reference, the English version controls in case of conflict.

26.9 Headings. Section headings are for convenience only and have no substantive effect.

26.10 Electronic communications and signatures. You agree to transact with us electronically and that an electronic record of your acceptance of these Terms (including a click to agree) has the same legal effect as a handwritten signature.

27. Contact

Questions, complaints, requests for registered address, privacy inquiries, and legal notices should be sent to:

OPX LTD. c/o Dialkit.ai PO Box 1012, First Canadian Place RPO RPO First Can Toronto, Ontario M5K 1P2 Canada Email: [email protected]

These Terms were last updated on April 12, 2026.

Please read and accept the Terms of Service to continue.