Terms of Service

These Terms of Service (the "Terms") form a binding agreement between DIOL LLC, a Florida limited liability company ("diol," "we," "us," or "our"), and the business or person that registers for or uses the Services (the "User," "you," or "your"). Please read these Terms carefully. They govern your access to and use of the diol platform and allocate important legal responsibilities and risks to you as the sender and initiator of the communications you send.

PLEASE READ SECTION 14 CAREFULLY. IT CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT, A CLASS-ACTION WAIVER, AND A JURY-TRIAL WAIVER THAT AFFECT YOUR LEGAL RIGHTS. SECTIONS 8, 9, AND 10 CONTAIN AN INDEMNITY OBLIGATION, WARRANTY DISCLAIMERS, AND LIMITATIONS ON LIABILITY.

1. Acceptance of Terms and Eligibility

1.1. You accept these Terms only by clicking "I Agree" (or checking a box or activating a similar control that is presented together with a link to these Terms and that states that clicking or checking it constitutes acceptance). Your affirmative action is the sole method by which you accept these Terms. Mere access to or use of the Services, without that affirmative action, does not by itself constitute acceptance; however, you are not licensed or permitted to access or use the Services unless and until you have accepted these Terms, and any access or use is subject to them.

1.2. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "you" and "User" refer to that entity.

1.3. The Services are offered solely to businesses and to persons acting for business or commercial purposes. You represent that you are at least eighteen (18) years of age, that you are using the Services in the course of a trade or business, and that you are not a consumer acting for personal, family, or household purposes. This business-only eligibility limits certain of your obligations to diol under these Terms. It does not limit, and you may not treat it as limiting, the laws that protect the persons you contact, many of which apply based on the nature of the underlying obligation or the type of telephone number contacted rather than on your own status.

1.4. You represent that you are not barred from receiving the Services under the laws of the United States or any other applicable jurisdiction, and that your use of the Services will comply with all laws that apply to you.

2. Description of the Service

2.1. diol provides a software platform and a set of communication and workflow tools that a User configures and uses to contact the User's own account holders about amounts those account holders owe to the User. The Services may include automated email, SMS and RCS text messaging, and voice calling that uses an artificial, prerecorded, or synthetic voice, including a voice generated by artificial intelligence, to request payment, discuss an outstanding balance, or record a promise to pay.

2.2. Communications sent through the Services are sent in the User's own business name and branding. diol operates in a white-label capacity. You determine the recipients, the content, the timing (within the platform's controls), and the purpose of every communication. You direct and control each communication, and you are the party on whose behalf, and in whose name, each communication is sent.

2.3. You, and not diol, decide which account holders to contact, whether a lawful basis or consent exists for any contact, and whether any amount is owed. diol does not verify the existence, amount, or validity of any debt, and diol does not independently originate the substance of any communication. Content that diol's software or models generate, including drafted messages, call dialogue, and suggested settlement or payment-plan offers, is generated at your instruction from the configuration, templates, parameters, and limits you set, is sent in your name, and is your communication; as between you and diol you are its author and the sender, caller, and initiator of record, and you are responsible for it. Any templates, cadences, suggested scripts, suggested offers, or suggested consent language that diol makes available are provided for your convenience only and are configured, edited, adopted, and sent at your sole discretion.

2.4. The Services may integrate with third-party services that you separately enable, including payment processing through your own account with a payment processor by means of a connected-account arrangement, and messaging carrier connectivity. Your use of any third-party service is governed by that third party's own terms. diol is not responsible for the acts or omissions of any third-party service, or for any interruption, error, or loss caused by a third-party service, even where the third-party service is one that diol has selected or that is necessary for the Services to function.

2.5. diol may modify, add to, or discontinue features of the Services at any time. diol does not guarantee that any particular feature will remain available. diol will not make a change that materially reduces the core functionality of a paid plan during a paid term without offering you a pro-rata refund of prepaid fees for the affected period if you elect to terminate as a result.

2.6. Certain features of the Services operate as compliance aids that you configure and that enforce the rules you select, such as sending-hour controls, opt-out suppression, consent recordkeeping tools, message-content constraints, frequency limits, and voice-recording disclosures. You acknowledge that these features act on the parameters and instructions you set and on the data you provide, that they are aids to your own compliance rather than a substitute for it, and that they do not transfer to diol any responsibility for the lawfulness of your communications. Where diol enforces a control by default (for example, holding a message that would otherwise be sent outside permitted hours), that default is a protective backstop and does not make diol the party responsible for your compliance decisions. These features are aids you configure and control for your own compliance and to help protect diol's platform, carrier, and messaging-registry relationships; they are not a service performed for, and create no duty of diol to, any recipient or other third party.

2.7. Limited role; standing authorization; adoption. diol acts as a neutral technology conduit that transmits the communications you configure. diol is not your agent or representative for any communication, and no communication is diol's own. Where you enable an automated feature, including automatic sending on a cadence, automatic approval of an offer within limits you set, or an artificial or synthetic voice that discusses a balance within limits you set, you instruct diol to generate and send within those limits, in your name and on your standing instruction, without your further review of each individual communication or offer. Each such communication and each such offer is your communication and your offer; you adopt it as your own and are solely responsible for it as if you had prepared and sent it yourself, whether or not you in fact reviewed it. diol exercises no discretion over which account holders to contact, over what any offer contains beyond the limits and parameters you set, or over whether any amount is owed.

3. User Compliance Representations, Warranties, and Covenants

You acknowledge that you, and not diol, are the sender, caller, initiator, and originator of every communication transmitted through the Services, and that you are solely responsible for the lawfulness of each communication. On a continuing basis, for so long as you use the Services, you represent, warrant, and covenant that:

3.1. Authority over the debt. You are the original creditor collecting a debt owed to you in your own name, and you send all communications in your own genuine business name and never in a name that suggests that a third-party agency, law firm, or government entity is contacting the recipient.

3.2. Bona fide debt and accuracy. Each amount you seek to collect is a genuine, bona fide obligation actually owed to you, and all information you upload or enter, including contact details, balances, and account status, is accurate, current, and lawfully obtained.

3.3. Consent for each recipient and each channel. You have obtained, and you maintain complete and current records of, every consent, permission, and lawful basis required by applicable law to contact each recipient on each channel you use. This includes any prior express consent, and any prior express written consent, required under the Telephone Consumer Protection Act ("TCPA") and its implementing regulations for calls and text messages to wireless numbers and for any call using an artificial, prerecorded, or synthetic voice, including a voice generated by artificial intelligence. You acknowledge that these consent requirements protect the telephone number that is called or texted and apply regardless of whether the underlying debt is commercial or consumer, and you will not initiate any call or text to a wireless number, and will not initiate any artificial, prerecorded, or synthetic voice call, unless a valid, documented consent basis for that number and that channel exists. Independently of what applicable law requires, diol may, as a product rule, require you to record a documented consent basis before it will place a call or send a message on a given channel, and may decline to transmit where that basis is not recorded.

3.4. Voice-call identification. For every call that uses an artificial, prerecorded, or synthetic voice, you will ensure that the call clearly states, at the beginning of the message, the true name of the business on whose behalf the call is made, and that the call provides a telephone number that the recipient can call to reach that business. You will use the identification and callback features the platform provides for this purpose and will not disable, alter, or circumvent them.

3.5. Opt-out and revocation. You will honor every opt-out, revocation of consent, or request to stop contact made by any reasonable means and through any channel. You will treat any such request as applying across all channels for that recipient, and you will give effect to it promptly and in any event no later than the shortest period required by applicable law. As a product rule, diol requires you to give effect to any opt-out or revocation within ten (10) business days of the request, or sooner where applicable law requires. You will not disable, alter, or circumvent any opt-out, suppression, or do-not-contact feature the platform provides.

3.6. Number hygiene. Before contacting any wireless number, and periodically thereafter, you will take commercially reasonable steps to confirm that the number has not been reassigned to a different person and that the number does not appear on any applicable do-not-call registry or on your internal do-not-call list, including, where applicable, checking the Reassigned Numbers Database and honoring the National Do Not Call Registry and any state do-not-call list. You will maintain and honor an internal do-not-call list.

3.7. Classification and applicable law. You have correctly classified each debt as commercial or consumer, you have designated that classification in the platform where the platform provides a field to do so, and you understand that additional laws apply to consumer debt. You comply with all laws applicable to you and to each communication, including without limitation the TCPA; the federal Fair Debt Collection Practices Act ("FDCPA") and the Consumer Financial Protection Bureau's Regulation F (12 C.F.R. Part 1006) where they apply to you, including their required disclosures, call-frequency limits, time-and-place restrictions, and electronic-communication opt-out requirements; the Florida Consumer Collection Practices Act ("FCCPA"), Chapter 559, Florida Statutes, and other state debt-collection statutes where they apply, including their restrictions on communications with consumers, contact frequency, permissible hours (including the prohibition on contact before 8:00 a.m. or after 9:00 p.m. in the recipient's time zone), and communications with persons known to be represented by counsel; the CAN-SPAM Act; the Florida Deceptive and Unfair Trade Practices Act and other consumer-protection statutes; and all applicable state telemarketing, privacy, and licensing laws. You further represent and warrant that you use the Services solely to collect commercial or business-purpose debts, meaning obligations incurred primarily for business, commercial, or organizational purposes, and not obligations incurred primarily for personal, family, or household purposes. You will not use the Services to collect consumer debts. Consumer-debt collection is prohibited under Section 3.12, and you acknowledge that it would subject you to additional laws, including the FDCPA, Regulation F, and the FCCPA, for which you would be solely responsible.

3.8. Represented parties and required disclosures. Where you know that a consumer is represented by an attorney with respect to a debt, you will cease prohibited contact with that consumer (and flag the account within the platform where a field is provided for that purpose). Where the FDCPA, Regulation F, the FCCPA, or other applicable law requires it, you will include all legally required disclosures in your communications, including any debt-collector identification disclosure and any debt-validation notice.

3.9. Registrations and licenses. You hold all registrations, licenses, and permits that applicable law requires for your collection activity, including any that may apply if you collect consumer debt.

3.10. Quiet hours and content. You will use the Services only within lawful calling and messaging hours for each recipient, and you will keep the content of your communications truthful, non-deceptive, non-harassing, and consistent with the use case registered for your messaging traffic. You will not state or imply that a legal right, remedy, or consequence exists when it does not.

3.11. No reliance on diol for compliance. You are not relying on diol, or on any template, cadence, script, sample consent language, control, or other material provided by diol, to determine whether any communication is lawful, and you have obtained your own legal advice to the extent you consider it necessary.

3.12. Own business receivables only. You use the Services only to collect your own business receivables, meaning business-to-business, commercial amounts owed to you for business-purpose goods or services that your business provided and owns. You will not use the Services to collect consumer or personal, family, or household debt, or any debt you have purchased, been assigned, or been placed or retained to collect for another party (that is, any debt you do not own).

3.13. Insurance. If you enable AI or artificial-voice calling, send text messages at volume, or enable automated settlement or payment-plan offers, you will, at diol's request, obtain and maintain commercial general liability and technology errors-and-omissions insurance appropriate to your use, with a statutory-violation sub-limit where reasonably obtainable, name DIOL LLC and its affiliates as additional insureds on a primary and non-contributory basis, and provide a certificate of insurance on request. If you do not maintain such coverage, you acknowledge that you bear the associated risk and that your obligations under Section 8 are unaffected.

3.14. Content and intellectual property. You own or are licensed to use all content, names, marks, logos, and other materials you send, upload, or configure through the Services, and your communications and branding do not infringe or misappropriate any third party's intellectual-property right or right of publicity or privacy.

3.15. Messaging registration and identification. All information you provide for messaging registration, including any 10DLC or other brand and campaign registration, is truthful, accurate, and current, and the sender identity, caller identification, and calling number you use are accurate and belong to your business.

You acknowledge that diol relies on these representations, warranties, and covenants and that they are a material inducement for diol to provide the Services to you.

4. Acceptable Use Policy and Prohibited Uses

4.1. You must comply with diol's Acceptable Use Policy, which is a separate document identified by version and effective date, made available to you through a link presented with these Terms at the time you accept them, and incorporated into these Terms by reference. diol may update the Acceptable Use Policy from time to time. For any update that materially expands your obligations or restrictions, diol will provide notice as described in Section 15 and, for such a material update, will require your affirmative re-acceptance before your continued use is subject to the updated version; a non-material update takes effect on posting. diol maintains a record of the version of the Acceptable Use Policy in effect at each point in time.

4.2. You will not, and will not permit anyone acting on your behalf to, use the Services to:

(a) contact any person who has opted out, revoked consent, or asked to stop being contacted;

(b) send communications outside the hours permitted by applicable law for the recipient's location, or in a manner or with a frequency that is harassing, oppressive, or abusive, or that exceeds any applicable call-frequency limit;

(c) contact any person for whom you lack a lawful basis or any legally required consent for that channel, including any wireless number for which you lack the consent required by the TCPA;

(d) collect or attempt to collect any amount you do not own or are not authorized to collect, or any amount that is not a genuine debt, or assert a legal right or consequence that does not exist;

(e) misrepresent your identity, impersonate any person or entity, or send communications under a name that falsely implies that a third-party agency, law firm, or government body is involved, or obscure the identity of the actual creditor on whose behalf the communication is sent;

(f) send content that is unlawful, false, deceptive, threatening, harassing, defamatory, or that violates carrier or messaging-registry rules, including content relating to prohibited or restricted categories such as sex, hate, alcohol, firearms, tobacco, or cannabis;

(g) disclose a debt to any third party in a manner that applicable law prohibits, or publish or share any list of debtors;

(h) violate the TCPA, the FDCPA, Regulation F, the FCCPA, CAN-SPAM, any state debt-collection, telemarketing, privacy, or consumer-protection law, or any applicable carrier, messaging-registry, or industry rule, including CTIA messaging guidelines and 10DLC registration requirements; or

(i) interfere with, disrupt, reverse engineer, or attempt to gain unauthorized access to the Services or to any system or data.

4.3. diol may, but is not obligated to, monitor use of the Services, and diol may apply technical controls as described in Section 2.6. diol's exercise or non-exercise of any monitoring right, and the operation or non-operation of any control, do not relieve you of, or transfer to diol, any of your compliance responsibilities, and do not create any duty of diol to you or to any third party to detect or prevent any violation.

5. Respective Roles; No Legal Advice

5.1. diol is a provider of software tools. As between you and diol, you are the party that collects your debts, that decides whom to contact and what to say, and that is responsible for compliance with the laws governing your collection activity. diol does not provide legal, compliance, financial, or tax advice. You are responsible for determining how any law characterizes you, your communications, and your relationship with diol, and for obtaining your own legal advice on those questions.

5.2. Nothing in these Terms, in the Services, or in any template, cadence, script, sample consent language, help article, or other material provided by diol constitutes legal advice or a legal opinion, and none of it may be relied upon as such.

5.3. diol does not represent, warrant, or guarantee that your use of the Services, or any particular communication you send, complies with the TCPA, the FDCPA, Regulation F, the FCCPA, CAN-SPAM, any state law, or any carrier or industry rule. You are responsible for obtaining your own legal advice and for determining whether your intended use is lawful.

6. Consent, Records, and Data Responsibility

6.1. You are solely responsible for obtaining, documenting, and maintaining every consent, authorization, and lawful basis required to contact each recipient on each channel, and for maintaining accurate records sufficient to demonstrate that basis.

6.2. diol may provide tools that help you record consent information, such as capturing an internet-protocol address and timestamp, storing a per-message consent basis, and maintaining an audit log. These tools are provided to assist you. They do not create consent, do not verify consent, and do not shift responsibility for consent from you to diol. You remain responsible for the accuracy, completeness, and legal sufficiency of all consent and recordkeeping.

6.3. Where the Services record voice calls, you are responsible for providing any disclosure and obtaining any consent that applicable law requires for recording, including in jurisdictions that require the consent of all parties. Where the platform provides an automated recording disclosure, you will keep it enabled and will not disable, alter, or circumvent it, and you remain responsible for confirming that the disclosure satisfies the law applicable to each call.

7. Payments and Fees

7.1. Payments from your account holders are processed through your own payment processor account, including any account you connect by means of a connected-account arrangement. Your relationship with your payment processor is governed by that processor's own terms. diol does not take custody of your account holders' payments except where a feature you enable expressly provides otherwise, and diol's fees are billed to and payable by you and are not deducted from any payment made by your account holder. Except where a feature you enable expressly provides otherwise, diol is not a bank, money transmitter, or payment processor, and diol does not receive, hold, or take custody or control of your account holders' payments; those payments are processed by your payment processor and settle directly to your own connected account.

7.2. In consideration for the Services, you agree to pay diol the subscription fees for your plan, at the rates and on the terms set out in the fee schedule for your plan, which is identified by version and presented to you at sign-up and available in your plan settings, and which is incorporated into these Terms by reference. diol charges no percentage fee, success fee, or per-payment fee on any amount your account holders pay you; the flat subscription is the entire fee for the Services. diol neither adds anything to, nor deducts anything from, the amount your account holder pays.

7.3. Except as expressly stated in these Terms or required by applicable law, fees already due are non-refundable. If diol terminates or suspends the Services other than for your breach or for a reason described in Section 11.2, diol will refund the pro-rata portion of any prepaid subscription fee for the period during which the Services are not available to you. Fees are exclusive of taxes, and you are responsible for all applicable taxes other than taxes on diol's net income.

7.4. diol may change its fees on prospective notice. A fee change does not apply to a subscription term you have already prepaid. If you do not agree to a fee change, your remedy is to stop using the Services and terminate your account before the change takes effect, in which case Section 7.3 governs any refund.

7.5. You authorize diol and its payment processors to charge your designated payment method for all amounts you owe diol. Overdue amounts you owe diol may accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

8. Indemnification by User

8.1. You will defend, indemnify, and hold harmless diol and its affiliates, and their respective officers, directors, employees, agents, and suppliers (the "diol Parties"), from and against any and all third-party claims, demands, actions, investigations, and proceedings (each, a "Claim"), and any resulting damages, judgments, settlements, fines, penalties, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and the costs of defense, in each case to the extent arising out of or relating to:

(a) your use of the Services;

(b) any communication initiated, configured, sent, or caused to be sent by you or on your behalf through the Services;

(c) your breach or alleged breach of these Terms, the Acceptable Use Policy, or any of your representations, warranties, or covenants;

(d) any actual or alleged violation by you of the TCPA, the FDCPA, Regulation F, the FCCPA, CAN-SPAM, any state debt-collection, telemarketing, privacy, or consumer-protection law, or any carrier, messaging-registry, or industry rule;

(e) any Claim that a person you contacted did not consent to the contact, had revoked consent, or was contacted unlawfully; and

(f) the accuracy, validity, or ownership of any debt, or the accuracy or lawfulness of any data you provided; and

(g) any content, name, mark, logo, or branding you sent, uploaded, or configured through the Services, including any claim that it infringes or misappropriates a third party's intellectual-property right or right of publicity or privacy.

8.2. Your obligations under Section 8.1 do not apply to the extent a Claim arises from the gross negligence or willful misconduct of a diol Party, or from a diol Party's breach of these Terms, and do not extend to any fine or penalty assessed against a diol Party for that diol Party's own conduct as opposed to conduct arising from your use of the Services or your breach.

8.3. diol will give you prompt written notice of any Claim for which it seeks indemnification, provided that a failure or delay in giving notice relieves you of your obligations only to the extent you are materially prejudiced by it. You may assume and control the defense of a Claim with counsel reasonably acceptable to diol, except that diol may assume control of the defense of any Claim that seeks relief other than money damages against a diol Party, that involves a regulator, or that in diol's reasonable judgment could materially harm the diol Parties' reputation or the Services, in which case you will reimburse the reasonable and documented costs of that defense. The party controlling the defense will keep the other reasonably informed. You will not settle any Claim in a manner that imposes any liability, admission of fault, or non-indemnified obligation on any diol Party, or that fails to include a full release of the diol Parties, without diol's prior written consent. diol will not settle any Claim in a manner that imposes any liability, admission of fault, or non-indemnified obligation on you without your prior written consent, which you will not unreasonably withhold, condition, or delay.

8.4. Cooperation and preservation. For any Claim, and for any investigation, regulatory inquiry, carrier or messaging-registry action, or subpoena that names, targets, or arises from your use of the Services, whether or not it is an indemnified Claim, you will, at your expense, promptly preserve and produce all consent records, opt-out records, and communication logs relevant to the matter and will reasonably cooperate with diol's response or defense. You authorize diol to retain, use, and disclose your data and communication records as reasonably necessary to defend itself, to respond to a regulator, court, or carrier, or to comply with law.

8.5. Direct losses; reimbursement. In addition to your indemnification obligations for third-party Claims, you will reimburse diol for any fines, penalties, surcharges, 10DLC, TCR, or other carrier or messaging-registry violation fees, number-blocking or brand-suspension costs, and the reasonable costs of responding to any regulator inquiry, in each case that diol incurs arising out of your communications, your data, your configuration, or your breach of these Terms or the Acceptable Use Policy. This reimbursement does not apply to the extent the fine, penalty, fee, or cost arises from a diol Party's gross negligence, willful misconduct, or breach of these Terms.

8.6. Security for amounts owed. You grant diol the right to withhold, set off, and recoup, against any funds, payouts, or platform-fee credits that are actually within diol's possession or control, including diol's own platform fees and any funds held in a diol-controlled account, any amounts you owe diol under the indemnification, fee, or reimbursement provisions of these Terms, and to establish and hold a commercially reasonable reserve against anticipated liabilities, fines, chargebacks, or claims. This Section gives diol no custody or control of, and no right to withhold, any payment your account holder makes or any funds in a payment-processor account that diol does not control, consistent with Section 7.1; where diol does not control the funds, the amounts you owe remain payable by you directly on demand. diol will release any reserve amount it does not apply within a reasonable period.

8.7. Your obligations under this Section 8 survive termination of these Terms.

9. Disclaimer of Warranties

9.1. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DIOL PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

9.2. WITHOUT LIMITING THE FOREGOING, DIOL DOES NOT WARRANT OR GUARANTEE THAT ANY MESSAGE WILL BE DELIVERED, RECEIVED, ANSWERED, OR READ, THAT ANY DEBT WILL BE RECOVERED, THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT YOUR PARTICULAR USE OF THE SERVICES IS OR WILL BE LAWFUL OR COMPLIANT WITH ANY APPLICABLE LAW OR RULE.

9.3. Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to you. In that event, such warranties are limited to the minimum scope and duration required by applicable law.

10. Limitation of Liability

10.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROVIDED IN SECTION 10.4, IN NO EVENT WILL THE DIOL PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE DIOL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROVIDED IN SECTION 10.4, THE TOTAL AGGREGATE LIABILITY OF THE DIOL PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO DIOL FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) FIVE HUNDRED U.S. DOLLARS ($500).

10.3. The exclusions and limitations in Sections 10.1 and 10.2 do not limit or exclude your obligations under Section 8 (Indemnification), your liability for breach of Section 3 (Compliance Representations, Warranties, and Covenants) or Section 4 (Acceptable Use), your payment obligations under Section 7, or the confidentiality or intellectual-property obligations of either party.

10.4. Nothing in this Section 10 limits or excludes either party's liability for fraud, for gross negligence, for willful misconduct, or for any liability that cannot be limited or excluded under applicable law. The limitations in Section 10.2 do not apply to a diol Party's liability for damages arising from that diol Party's breach of its data-security or confidentiality obligations; for such liability, the total aggregate liability of the diol Parties will not exceed the greater of two times (2x) the total fees you paid to diol in the twelve (12) months immediately preceding the event, or ten thousand U.S. dollars ($10,000).

10.5. The limitations in this Section 10 apply even if any remedy fails of its essential purpose. Each party acknowledges that it is a sophisticated party acting in the course of its business, that these limitations and the allocation of risk they reflect were a material basis of the bargain between the parties, and that diol's fees are set in reliance on them.

11. Suspension and Termination

11.1. You may terminate these Terms at any time by closing your account and ceasing all use of the Services.

11.2. diol may suspend or limit your access to the Services, in whole or in part, immediately and without prior notice, if diol reasonably believes that you have violated or may violate these Terms, the Acceptable Use Policy, or any applicable law, or if a carrier, messaging registry, payment processor, regulator, or court requests or requires such action, or if diol reasonably believes suspension is necessary to protect the Services, other users, recipients, or the security, integrity, or deliverability of the platform. diol will act in good faith and, where practicable and lawful, will notify you and give you an opportunity to cure.

11.3. diol may terminate these Terms and your account for material breach if the breach is not cured within ten (10) days after notice, or immediately if the breach is not curable or involves a violation of law or of the Acceptable Use Policy. diol may also terminate these Terms for convenience on thirty (30) days' notice, in which case Section 7.3 governs any refund.

11.4. Upon termination, your right to use the Services ends. For a reasonable period after termination, diol will make your data available for export as described in the Services, after which diol may delete it. Any provision that by its nature should survive termination will survive, including Sections 2.3, 2.7, 3, 4, 5, 6, 7, 8, 9, 10, 12, 13, 14, 15, and 16, and the representations in Section 1.

12. Data and Privacy

12.1. diol's collection and use of personal information in connection with the Services is described in diol's Privacy Policy, which is identified by version and effective date, made available to you through a link presented with these Terms at the time you accept them, and incorporated into these Terms by reference.

12.2. With respect to personal information that diol processes solely on your behalf to provide the Services to you, you act as the controller or business and diol acts as the processor or service provider, and diol will process that information only on your documented instructions and as necessary to provide the Services, as further described in diol's Data Processing Addendum, which is identified by version and made available to you through a link presented with these Terms at the time you accept them and incorporated into these Terms by reference. diol may also process certain information as an independent controller for its own limited purposes, including securing, operating, analyzing, and improving the Services and meeting its legal obligations; diol's independent-controller processing is described in the Privacy Policy and the Data Processing Addendum and is limited to the purposes disclosed there.

12.3. As between you and diol, you are responsible for the lawfulness of the personal information you provide and process through the Services, for providing all required privacy notices to your account holders, and for obtaining all required consents, including any consent or disclosure required for the recording of voice calls.

12.4. Each party will maintain reasonable administrative, technical, and organizational safeguards designed to protect personal information within its control. If diol becomes aware of a confirmed breach of its security that affects your account holders' personal information within diol's control, diol will notify you without undue delay after confirmation, and will provide information reasonably available to diol to help you meet your own notification obligations. The Data Processing Addendum governs the details of each party's security and incident-response obligations.

12.5. Records of communications; sender-of-record evidence. diol creates and retains records of the communications sent through the Services and of the configuration under which they were sent, including the account and, where applicable, the person who enabled an automated feature, the parameters and limits in effect, the consent basis recorded, the sending-window and opt-out state at the time of sending, and any recording or automated-nature disclosure presented. You agree that diol may retain and use these records for so long as reasonably necessary, and may disclose them as reasonably necessary, to operate and secure the Services, to demonstrate that you are the sender, caller, and initiator of record of your communications, to defend against or respond to a Claim, regulator, court, or carrier, and to comply with law.

13. Governing Law and Venue

13.1. These Terms, and any dispute arising out of or relating to these Terms or the Services, are governed by the laws of the State of Florida and applicable federal law, without regard to conflict-of-laws principles. Nothing in this Section displaces any mandatory law that applies to a person you contact and that cannot be waived by contract.

13.2. Subject to Section 14, the state and federal courts located in Sarasota County, Florida have exclusive jurisdiction over any dispute not subject to arbitration, and you consent to the personal jurisdiction of, and venue in, those courts and waive any objection based on inconvenient forum.

13.3. The dispute-resolution, venue, and choice-of-law provisions in Sections 13 and 14 govern disputes between you and diol only. They do not, and cannot, bind any person you contact who is not a party to these Terms, and they do not limit the authority of any governmental agency to bring an action in any forum.

14. Dispute Resolution; Arbitration; Class-Action Waiver

14.1. Informal resolution. Before commencing arbitration, the party raising a dispute will give the other written notice describing the dispute and the relief sought, and the parties will attempt in good faith to resolve it through informal negotiation for at least thirty (30) days after that notice. Any applicable limitations period is tolled during that period. This requirement does not bar either party from seeking the relief described in Section 14.3 during the informal-resolution period.

14.2. Binding arbitration. Any dispute arising out of or relating to these Terms or the Services that is not resolved under Section 14.1 will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect (and, where applicable to the dispute, its Mass Arbitration Procedures and any streamlined or expedited rules), rather than in court. If JAMS is unavailable or unwilling to administer the arbitration, the parties will agree on a substitute administrator, and failing agreement a court of competent jurisdiction will appoint one under Section 5 of the Federal Arbitration Act. The arbitration will be seated in Sarasota County, Florida, will be conducted in English, and may be conducted by videoconference. This arbitration agreement is governed by the Federal Arbitration Act. Each party will bear the arbitration fees and costs allocated to it under the administrator's rules, and the arbitrator may reallocate those fees and costs, and may award attorneys' fees, to the extent permitted by the applicable rules or by law.

14.3. Court carve-out. Either party may bring an individual action in a small-claims court for any dispute within that court's jurisdiction, and either party may seek provisional or injunctive relief from a court in aid of arbitration or to prevent actual or threatened infringement, misappropriation, or misuse of its intellectual property or confidential information, without waiving this Section 14.

14.4. Class-action and jury-trial waiver. All disputes will be resolved on an individual basis only. YOU AND DIOL EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one party's claims and may not preside over any class, collective, or representative proceeding.

14.5. Delegation. The arbitrator has the exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this Section 14, including any claim that all or part of it is void or voidable, except that a court, and not the arbitrator, will decide any challenge to the class-action and jury-trial waiver in Section 14.4.

14.6. Mass filings. If twenty-five (25) or more arbitration demands of a similar nature are filed against diol by or with the coordination or assistance of the same or coordinated counsel, the parties agree those demands will be administered under the administrator's mass-arbitration or similar procedures then in effect, which govern the staging, batching, and fee treatment of the demands. Any applicable limitations period is tolled for a demand from the time that demand is submitted to the administrator until it is resolved or withdrawn, so that no claimant loses a claim by awaiting administration.

14.7. Blow-up provision. If the class-action and jury-trial waiver in Section 14.4 is finally determined to be unenforceable as to a particular dispute or claim, then that dispute or claim, and only that dispute or claim, will be severed from arbitration and adjudicated in a court under Section 13, and the jury-trial waiver in Section 14.4 will continue to apply in that court to the extent enforceable. If, and only if, the class-action waiver is finally determined to be unenforceable in a manner that cannot be given effect by severing the affected claim to court, then this entire Section 14 is void as to that dispute and the dispute will proceed in court under Section 13. The remainder of this Section 14 will otherwise remain in full force.

14.8. Future changes. Notwithstanding Section 15, diol will not apply any change to this Section 14 to a dispute of which diol has received notice, or that has otherwise accrued, before the change's effective date, and any material change to this Section 14 requires your affirmative re-acceptance as provided in Section 15.

15. Changes to These Terms

15.1. diol may modify these Terms from time to time. Any modification is prospective only and does not apply to a dispute that accrued before its effective date. If diol makes a material change, diol will provide advance notice by a reasonable means, which may include sending notice to your account or presenting the updated Terms when you next access the Services, and diol will require you to accept the updated Terms by an affirmative action before your continued use is governed by them. A non-material change takes effect on posting with an updated "Last updated" date.

15.2. If diol requires re-acceptance of a material change and you do not accept, or if you otherwise do not agree to an updated version of these Terms, you must stop using the Services and terminate your account, and Section 7.3 governs any refund. diol maintains a record of the version of these Terms you accepted and the date of acceptance.

16. Electronic Acceptance and General Provisions

16.1. Electronic acceptance. By clicking "I Agree" or checking a box or activating a similar control presented together with a link to these Terms and stating that the action constitutes acceptance, you agree to these Terms and consent to enter into this agreement electronically. You agree that this action constitutes a valid and binding electronic signature. diol may maintain a record of your acceptance, including your account identifier, the version of the Terms and of each incorporated document presented and accepted, and the date, time, and internet-protocol address of acceptance, and you agree that such a record may be introduced as evidence of your acceptance.

16.2. Incorporated documents. The Acceptable Use Policy, the Privacy Policy, the Data Processing Addendum, and the fee schedule for your plan are incorporated into these Terms by reference. Each is identified by version and made reasonably available to you through a link presented with these Terms at the time you accept them, and diol maintains a record of the version of each document in effect when you accept.

16.3. Entire agreement. These Terms, together with the documents incorporated by reference under Section 16.2 and any order or plan terms, constitute the entire agreement between you and diol regarding the Services and supersede all prior agreements and understandings. In the event of a conflict, these Terms govern over an incorporated document unless that document expressly states that it controls on the specific point. These Terms and the documents incorporated by reference also control over any conflicting statement on diol's website or marketing pages, in help, guide, or in-product content, or in any other summary of the Services. No statement or feature description made anywhere outside these Terms is a warranty, creates any obligation of diol, or may be relied upon, and every such statement is qualified by the disclaimers in Section 9.

16.4. Severability. If any provision of these Terms is held unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect. This Section 16.4 is subject to the specific severance rules in Section 14.7 for the arbitration and class-waiver provisions.

16.5. No waiver. diol's failure to enforce any provision is not a waiver of its right to do so later.

16.6. Assignment. You may not assign or transfer these Terms without diol's prior written consent. diol may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

16.7. Force majeure. Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including carrier or third-party service outages, acts of government, natural disasters, or network failures.

16.8. Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

16.9. Notices. diol may provide notices to you through the Services or to the contact information associated with your account. You must send legal notices to diol at the address identified on diol's website or in your account.

16.10. No third-party beneficiaries. These Terms and the Services confer no rights on any third party, including any recipient, account holder, or debtor contacted through the Services, and no such person is an intended or incidental third-party beneficiary of these Terms. No feature, control, or disclosure diol provides creates any contractual right of, or contractual duty of diol to, any such person. You are responsible for resolving any dispute with your account holders yourself and will not direct them to diol.

16.11. Assumption of risk. You understand that contacting account holders about debts carries legal risk, that liability under the laws governing your communications attaches to you as the sender, caller, and initiator, and that diol's fees are set in reliance on your assumption of that risk and on the allocation of responsibility in these Terms.

16.12. Time to bring a claim. To the extent permitted by applicable law, any claim you bring arising out of or relating to these Terms or the Services must be commenced within twelve (12) months after the claim accrued, and any claim not brought within that period is permanently barred. This Section does not shorten any period that applicable law prohibits from being shortened, and it does not apply to any person who is not a party to these Terms.