Last Updated: 2026-08-06 These Terms of Service (this “Agreement”) are entered into by and between Dimedove Technologies Inc., operating as “Dimedove” (“Company,” “we,” “us,” or “our”) and the entity or person accessing or using any Services (“Customer,” “you,” or “your”). If you are accessing or using the Services on behalf of your company or organization, you represent that you are authorized to accept this Agreement on behalf of such entity, and all references to “you” or “Customer” reference such entity. Company Information: Dimedove Technologies Inc. 4 Pl. Ville-Marie #300 Montréal, QC H3B 2E7, Canada This Agreement governs Customer’s access to and use of Dimedove’s AI agent building platform and related services, and sets forth the terms and conditions under which those services will be provided. BY ACCESSING OR USING ANY SERVICES, CLICKING “I ACCEPT,” OR OTHERWISE INDICATING YOUR ACCEPTANCE, YOU ARE AGREEING TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.
1. DEFINITIONS
“Account” means the account created by Customer to access and use the Services through the Platform. “AI Agent” means artificial intelligence-powered conversational agents created, configured, and deployed by Customer using the Services. “AI Output” means any text, data, content, or other material generated by an AI Agent in response to user input or automated triggers. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “API Key” means the secret authentication credential issued by Dimedove to Customer for accessing the Dimedove API. “Channel” means any communication medium through which AI Agents may be deployed, including web chat, email, phone, SMS, Slack, Facebook Messenger, Instagram, and other supported platforms. “Core Services” means the Dimedove API, backend infrastructure, and server-side processing capabilities that enable Customer’s Dimedove Apps and API integrations to operate, including API endpoints, authentication services, AI agent processing, and data storage. Core Services do not include the Platform (dashboard), frontend user interfaces, marketing materials, Documentation hosting, or any ancillary tools or features not essential to the programmatic operation of Customer’s applications. “Customer Data” means data, content, and information submitted to the Services by or on behalf of Customer, or collected from End Users or External Users on Customer’s behalf, including CRM and contact data, identifiable conversation content, knowledge base content, and Customer Materials uploaded to the Services. Customer Data excludes Provider Materials and Service Data. “Customer Materials” means materials, information, content, trademarks, documentation, business rules, and other intellectual property supplied by or on behalf of Customer independently of the Services. “Customer Properties” means Customer’s websites, applications, platforms, or other digital properties through which Customer deploys AI Agents or Dimedove Apps. “Dimedove Apps” or “Apps” means custom applications built by Customer using the Dimedove API to create tailored experiences for Customer’s end users. “Documentation” means technical documentation, user guides, and help materials for the Services. “End Users” means individuals who interact with AI Agents created by Customer. “External Users” means end users of a Customer’s Dimedove App who interact with the Services through the Dimedove API. “Order Form” means any document, including a statement of work (“SOW”), online registration, or other ordering document, that references this Agreement and specifies Services, pricing, or terms. “Platform” means Dimedove’s proprietary platform accessible at https://dashboard.dimedove.com and successor URLs. “Provider Materials” means the Services, Platform, APIs, software, source and object code, models, architecture, connectors, templates, schemas, system and developer prompts, prompt structures, orchestration and routing logic, workflow engine, configuration methods, platform-native configuration artifacts, evaluation methods, Documentation, tools, methodologies, reusable components and configurations, improvements, and generalized know-how developed or used by Dimedove, together with all intellectual property rights in the foregoing. Provider Materials exclude Customer Data and Customer Materials. “Service Data” means data generated from the operation, performance, security, administration, support, or use of the Services, including telemetry, usage measurements, diagnostic information, security and audit logs, performance data, evaluation and quality measurements, system metadata, aggregated, anonymized, or de-identified analytics and benchmarks, and the metrics, patterns, evaluations, benchmarks, aggregated insights, and other platform intelligence derived from the internal analysis permitted under Section 5.6. Service Data excludes identifiable Customer Data. Service Data that contains personal information remains subject to the Privacy Policy and applicable law. “Services” means Dimedove’s AI agent building platform, including the Platform, APIs, Dimedove Apps, integrations, Channels, workflows, and related services. “Subscription Plan” means the selected service tier, features, limits, and pricing. “Subscription Term” means the period of authorized access to Services. “Workflow” means an automated sequence of actions configured by Customer within the Platform, triggered by platform events such as form submissions, inbound messages, or webhook calls.2. SERVICES
2.1 Service Description
Dimedove provides a platform for creating, configuring, and deploying AI Agents across multiple Channels. Services include conversation management, analytics, integrations, knowledge base management, workflows, Dimedove Apps, and related tools.2.2 Service Provision
Services are provided on a subscription basis for the Subscription Term specified in the Order Form or Subscription Plan. Access is subject to usage limits defined by the applicable Subscription Plan.2.3 Access and Use
Access Rights: Limited, non-exclusive, non-transferable right to use Services during the Subscription Term for internal business purposes and, where applicable, to provide services to Customer’s own end users through Dimedove Apps. Authorized Users: Employees, contractors, and Affiliates’ personnel may use Services, with Customer responsible for compliance. Account Security: Customer is responsible for account credentials and must promptly notify Dimedove of any unauthorized access.2.4 AI Agent Deployment
Customer may deploy AI Agents on Customer Properties and through supported Channels. Customer is responsible for the configuration and lawful deployment of AI Agents. Dimedove provides platform-level safeguards, abuse prevention tools, and security measures; however, Customer acknowledges that:- AI Agents generate probabilistic outputs using third-party AI models and may produce inaccurate, incomplete, biased, or unexpected responses
- Dimedove does not guarantee the accuracy, appropriateness, or legal compliance of any AI Output
- Customer is the deployer and publisher of AI Agents and AI Outputs on Customer Properties and is responsible for the content delivered through those AI Agents
- Customer must maintain active oversight of AI Agent interactions, including periodic review of conversation logs, configuration of guardrails appropriate to the use case, prompt response to flagged or escalated interactions, and maintenance of up-to-date agent instructions and knowledge base content
2.5 APIs and Integrations
APIs may be used solely in connection with authorized use of Services. Dimedove may monitor API usage and implement rate limits as specified in the applicable Subscription Plan.2.6 Dimedove Apps and API Terms
Customer may use the Dimedove API to build and operate Dimedove Apps, subject to the following terms: API Access and Usage:- API access is provided through API Keys issued to Customer’s team. API Keys are confidential credentials and Customer is solely responsible for securing them. Dimedove shall have no liability for unauthorized access or data exposure resulting from compromised, shared, or improperly stored API Keys.
- API usage is subject to rate limits and usage quotas defined by Customer’s Subscription Plan. Dimedove reserves the right to throttle or temporarily suspend API access to prevent abuse, protect platform stability, or enforce plan limits.
- Dimedove will use commercially reasonable efforts to maintain backwards compatibility for the current version of the API. In the event of breaking changes or endpoint deprecation, Dimedove will provide at least 90 days’ advance notice through Documentation updates and email notification.
- Data and content submitted through Customer’s Dimedove Apps, or collected from External Users on Customer’s behalf, constitutes Customer Data as defined in Section 1. This includes interaction content and identifiable End User and External User information. Customer retains all right, title, and interest in Customer Data. Dimedove does not claim ownership of Customer Data.
- API telemetry, diagnostic information, security and audit logs, performance and usage measurements, internal system metadata, and other Service Data generated from operation of the Services are not Customer Data and are owned by Dimedove as set forth in Section 5.2. Service Data that contains personal information remains subject to the Privacy Policy and applicable law.
- Dimedove may internally analyze Customer Data collected through Apps as permitted by Section 5.6, including in combination with data from other customer environments, subject to the limits set out in that Section. Analysis conducted in accordance with Section 5.6 is not a use of Customer Data to build competing products or services within the meaning of this Section.
- Dimedove will not use Customer Data collected through Apps to train third-party or general-purpose AI models, sell or license Customer Data to third parties, or use Customer Data to build competing products or services.
- Customer is solely responsible for providing appropriate privacy notices, terms of service, and obtaining necessary consents from External Users of Customer’s Dimedove Apps.
- Customer is responsible for the design, functionality, and compliance of Dimedove Apps, including how AI Outputs and any generative user interface components are presented to External Users.
- Customer must ensure that Dimedove Apps comply with applicable laws and regulations, including privacy, consumer protection, and industry-specific requirements.
- Customer is responsible for providing end-user support for Dimedove Apps. Dimedove’s support obligations extend only to the underlying platform and API functionality, not to Customer’s application-level issues.
3. CUSTOMER OBLIGATIONS AND RESTRICTIONS
3.1 General Obligations
Customer agrees to:- Use Services in compliance with applicable laws, regulations, and this Agreement
- Provide accurate information
- Maintain account security
- Notify Dimedove of unauthorized access
- Ensure that Customer’s use of the Services, including the configuration and deployment of AI Agents and Dimedove Apps, complies with applicable privacy and data protection laws in Customer’s jurisdiction
3.2 Acceptable Use Policy
Customer agrees not to:- Engage in illegal activities or support illegal purposes
- Create AI Agents for harassment, fraud, or harmful conduct
- Spread malware or disrupt Services
- Collect personal data without proper consent
- Impersonate individuals or generate defamatory or illegal content
- Reverse engineer or circumvent security measures
- Resell Services without authorization
- Use the API to build applications that compete directly with the Dimedove platform
3.3 Content Standards
Content generated via AI Agents must:- Comply with content standards and intellectual property rights
- Be lawful, accurate, and appropriate for intended audiences
3.4 Shared Compliance Responsibilities
Dimedove provides platform-level safeguards, abuse prevention tools, and privacy protections. Customer is responsible for configuring, monitoring, and managing AI Agents to ensure compliance with applicable laws and business needs. This includes, without limitation:- Configuring AI Agent behavior, instructions, and guardrails appropriate to Customer’s use case and industry
- Monitoring AI Agent conversations and responding promptly to issues, escalations, or flagged interactions
- Ensuring compliance with the terms of service of each Channel through which AI Agents are deployed (including Slack, Facebook, Instagram, and other third-party platforms)
- For voice and phone-based AI Agents: compliance with applicable telemarketing, consent, and communications laws (including CRTC regulations in Canada and TCPA in the United States, where applicable)
- For Dimedove Apps: providing appropriate end-user terms, privacy notices, and consent mechanisms for External Users
3.5 Performance Metric Requirements
Customer must configure AI Agent performance metrics that accurately reflect the agent’s intended business objectives and defined behavior. Performance metrics directly impact the agent’s conversational direction, focus areas, and operational efficiency. Customer acknowledges that:- Performance metrics must be achievable, logical, and relevant to the agent’s purpose and capabilities
- Metrics must align with the agent’s instructions and intended outcomes
- Improperly configured metrics may result in suboptimal agent behavior and reduced effectiveness
- Metrics must comply with applicable laws and ethical business practices
- Do not appropriately reflect the agent’s defined behavior or stated intent
- Are unachievable given the agent’s capabilities or configuration
- Lack logical connection to measurable business outcomes
- Are irrelevant to the agent’s designated functions or Customer’s business objectives
- Violate applicable laws, regulations, or ethical standards
- Create potential for misleading, deceptive, or harmful interactions
4. PAYMENT TERMS
4.1 Subscription Plans and Pricing
Plans and applicable Order Forms specify features, limits, services, fees, and billing commitments. Pricing may include base subscription fees, usage-based charges (including charges for qualified opportunities, phone minutes, SMS messages, and API usage), managed or professional services fees, and add-ons.4.2 Payment Processing
Payments processed via Stripe, Inc. Customer authorizes recurring and usage-based charges. Customer must maintain valid payment methods.4.3 Billing
Fees are billed monthly, quarterly, annually, or on the cadence specified in the applicable Subscription Plan or Order Form. Recurring subscription fees and committed managed or professional services fees may be billed in advance or in arrears as stated in the applicable Order Form. Usage-based and overage charges are billed in arrears based on actual consumption. Disputes must be reported within 30 days.4.4 Taxes
Customer responsible for all taxes except Dimedove’s income taxes.4.5 Fee Changes
Dimedove may adjust fees with 30 days’ advance notice unless an applicable Order Form or other written agreement signed by both parties provides a different notice period or pricing commitment.4.6 Non-Payment and Suspension
Dimedove may suspend or terminate Services for overdue accounts, violations of Acceptable Use, or security risks.5. DATA OWNERSHIP AND PROCESSING
5.1 Customer Data Ownership and License to Dimedove
Customer retains all right, title, and interest in Customer Data and Customer Materials, including CRM and contact data, identifiable conversation content, knowledge base content, and other content submitted to the Services by or on behalf of Customer or collected from End Users and External Users on Customer’s behalf. Dimedove does not claim ownership of Customer Data or Customer Materials. Customer grants Dimedove a limited, non-exclusive, worldwide, royalty-free right, during the Subscription Term and any period permitted under Section 6, to host, copy, store, transmit, process, display, back up, secure, support, and otherwise use Customer Data and Customer Materials solely as necessary to provide, operate, secure, support, maintain, bill for, and administer the Services and to comply with legal obligations relating to the Services. Customer additionally grants Dimedove a non-exclusive, worldwide, royalty-free right, during the Subscription Term and any period permitted under Section 6, to internally process and analyze Customer Data, including identifiable conversation content, individually and in combination with data from other customer environments, for the purposes described in Section 5.6. This right ends with respect to identifiable Customer Data when that Customer Data is deleted under Section 5.5 or Section 6.5, and Service Data already derived from it remains owned by Dimedove. This right is exercised subject to the limits in Section 5.6, the Privacy Policy, and applicable law. The licenses in this Section are limited to the purposes stated in this Agreement and grant Dimedove no ownership interest in Customer Data or Customer Materials.5.2 Dimedove Ownership and Data Rights
Dimedove owns all right, title, and interest in Provider Materials and Service Data. Dimedove may:- Process Customer Data as licensed under Section 5.1 for hosting, backup, security, support, and service delivery
- Internally analyze Customer Data as licensed under Section 5.1 and permitted by Section 5.6
- Generate and use Service Data for billing, security, fraud prevention, support, capacity planning, analytics, benchmarking, and developing and improving the Services
- Create and use aggregated, anonymized, or properly de-identified information for service improvement, analytics, research, and platform optimization
5.3 Privacy and Security
Governed by Privacy Policy. Dimedove implements safeguards and conducts Privacy Impact Assessments (PIAs), including for cross-border transfers. Dimedove may provide appropriate information or summaries concerning relevant PIAs where appropriate, subject to confidentiality, privilege, security considerations, and applicable law. For clarity, the Privacy Policy governs the collection, processing, disclosure, retention, and privacy rights applicable to personal information. Ownership and the allocation of intellectual property rights between the parties are governed by this Agreement, including Sections 5, 6, and 7.5.4 Subprocessors
Dimedove uses trusted subprocessors to provide the Services. Current list: Subprocessors List. The subprocessors list is updated from time to time with notice to Customer.5.5 Data Retention and Deletion
Customer Data is retained for the Subscription Term and deleted or returned upon request or termination, subject to legal requirements and the data export provisions set forth in Section 6. Dimedove may retain and use Service Data and aggregated, anonymized, or de-identified information for the purposes described in Section 5.2, subject to the Privacy Policy and applicable law.5.6 Internal Analysis and Platform Intelligence
Permitted Analysis. Under the license granted in Section 5.1, Dimedove may internally process and analyze Customer Data, including identifiable conversation content, individually and in combination with data originating from other customer environments, in order to:- measure, evaluate, and improve the quality, accuracy, safety, and performance of the Services and of AI Agent behavior;
- develop, test, and tune platform features, prompts, orchestration logic, routing, guardrails, evaluations, and quality measurements;
- produce metrics, patterns, evaluations, benchmarks, and aggregated insights about how the Services are used and how they perform; and
- support security, fraud prevention, abuse detection, capacity planning, and troubleshooting.
- disclose, publish, sell, license, or otherwise make available identifiable Customer Data of one customer to another customer or to any third party, except as permitted elsewhere in this Agreement (such as subprocessing under Section 5.4 or disclosure required by law);
- present cross-customer analysis to any customer or third party in a form that identifies, or can reasonably be used to identify, another customer, an individual, an End User, or an External User. Any cross-customer output made available externally is aggregated, anonymized, or properly de-identified before disclosure;
- use identifiable Customer conversation content to train third-party or general-purpose AI models. Any model development, tuning, or evaluation carried out by Dimedove uses aggregated, anonymized, or properly de-identified data; or
- exercise this Section in a manner inconsistent with the Privacy Policy, applicable law, or any written agreement signed by both parties.
6. DATA PORTABILITY AND EXPORT
6.1 Ongoing Export Right
Customer may request a copy of Customer Data at any time during the Subscription Term by contacting Dimedove support at support@dimedove.com. Dimedove will use commercially reasonable efforts to provide the requested Customer Data in a standard, machine-readable format (such as JSON or CSV) within thirty (30) business days of receiving a verified request. Scope of Export: Export rights under this Section 6 apply to Customer Data and Customer Materials. Export rights do not extend to, and Dimedove is not required to disclose:- Provider Materials;
- Service Data, except where disclosure is required by applicable privacy law;
- Dimedove source code;
- system and developer prompts;
- orchestration and routing logic;
- internal schemas;
- reusable workflow components;
- proprietary evaluation methods;
- security-sensitive logs; and
- backend technology.
6.2 Apps Data Export
For Customers using Dimedove Apps, exportable data includes identifiable conversation data, contact data, and customer-supplied content constituting Customer Data, together with customer-visible settings and customer-authored configuration values, in each case to the extent such data is available within the platform and subject to the exclusions in Section 6.1.6.3 Migration Assistance
If Customer decides to migrate away from the Dimedove platform, Dimedove will work in good faith with Customer to provide reasonable data export assistance at no additional charge beyond the existing Subscription Plan fees. Dimedove is not obligated to provide data in any third-party proprietary format, to perform custom data transformations, or to disclose Provider Materials.6.4 Platform Discontinuation
In the event that Dimedove decides to discontinue the Services (a “Discontinuation Event”), the following provisions apply. For the avoidance of doubt, a Discontinuation Event does not include temporary service interruptions, planned maintenance, deprecation of individual features or API endpoints (which is governed by Section 2.6), or changes to Subscription Plans.6.4.1 Notice
Dimedove will provide at least ninety (90) days’ advance written notice of a Discontinuation Event to all active Customers via email to the address associated with their Account (the “Discontinuation Notice”). The Discontinuation Notice will specify: (a) the effective date of discontinuation of non-Core Services; (b) the duration of the Core Services Continuation Period (as defined below); (c) a summary of data export options available to Customer; and (d) contact information for requesting off-boarding assistance.6.4.2 Core Services Continuation Period
The Core Services Continuation Period is intended to provide Customers with continued access to Core Services for a reasonable period following a Discontinuation Notice, during which Customers may undertake their own migration and off-boarding activities. This includes Customers operating Dimedove Apps through the API, who may use the continued availability of Core Services to migrate their Customer Data and Customer Materials to their own self-managed infrastructure or to alternative service providers at their own direction. For the avoidance of doubt, Dimedove is not required to enable Customer or any third party to operate the Platform independently, to reproduce the functionality of the Services, or to disclose, license, or transfer Provider Materials or Service Data in connection with a Discontinuation Event. Following the issuance of a Discontinuation Notice, Dimedove will continue to operate and maintain Core Services for a minimum period of twelve (12) months from the date of the Discontinuation Notice (the “Core Services Continuation Period”). During the Core Services Continuation Period: (a) Core Services will remain operational and available to Customer under substantially the same technical specifications in effect as of the date of the Discontinuation Notice, subject to reasonable adjustments necessary for security, compliance, or infrastructure stability; (b) Customer’s existing API Keys and integrations will continue to function; (c) Customer Data will remain accessible and available for export in accordance with Section 6.1; (d) Dimedove will use commercially reasonable efforts to maintain backwards compatibility for the current version of the API during the Core Services Continuation Period; (e) Dimedove may, at its sole discretion, extend the Core Services Continuation Period up to a maximum of twenty-four (24) months from the date of the Discontinuation Notice, and will notify Customers of any such extension.6.4.3 Basic Off-Boarding Assistance
During the Core Services Continuation Period, Dimedove will provide the following off-boarding assistance to all active Customers at no additional charge beyond existing Subscription Plan fees: (a) Export of Customer Data and Customer Materials in standard, machine-readable formats (such as JSON or CSV) in accordance with Section 6.1; (b) Access to Dimedove’s then-current public Documentation, including its documented public API structures and documented export formats. This Section does not require Dimedove to create new documentation or to document internal schemas, system or developer prompts, orchestration logic, or other Provider Materials; (c) Updated Documentation reflecting any changes to export procedures or data formats; (d) Reasonable responses to Customer inquiries regarding data export and platform functionality during the Core Services Continuation Period. Dimedove is not obligated under this Section 6.4.3 to provide custom development, integration work, data transformation into third-party proprietary formats, or hands-on migration engineering. Such services may be available under Section 6.4.4.6.4.4 Migration and Off-Boarding Services
Dimedove is committed to assisting Customers in migrating off the platform in a manner that is appropriate to each Customer’s circumstances. Customers who require migration support, including those operating Dimedove Apps or API-dependent integrations, are encouraged to contact Dimedove to discuss their off-boarding needs. Migration and off-boarding engagements will be handled on a per-Customer basis and governed by a separate Statement of Work (“SOW”) executed by both parties. Each SOW will be tailored to the Customer’s specific requirements and may include, without limitation: (a) Custom data transformation and migration assistance; (b) Integration consulting and technical guidance for transitioning to alternative platforms or self-managed infrastructure; (c) Dedicated technical resources to support the migration process; (d) Extended access to Core Services beyond the Core Services Continuation Period, where technically feasible. Pricing, scope, timelines, and deliverables for migration services will be defined in the applicable SOW.6.4.5 End of Core Services Continuation Period
Upon expiration of the Core Services Continuation Period (including any extensions granted under Section 6.4.2(e) or any applicable SOW under Section 6.4.4): (a) Customer will have a final thirty (30) day period to complete any remaining data exports (the “Final Export Window”); (b) After the Final Export Window, Dimedove may deactivate all remaining Customer access, API Keys, and integrations; (c) Customer Data will be deleted or destroyed in accordance with Section 5.5 and Dimedove’s standard data retention and deletion practices, subject to any applicable legal retention requirements; (d) The survival provisions of Section 9.4 will apply.6.4.6 Fees During Discontinuation
During the Core Services Continuation Period, Customer’s existing Subscription Plan fees and usage-based charges will continue to apply. Dimedove will not introduce new fees or increase existing fees solely in connection with a Discontinuation Event. If Customer elects to terminate this Agreement during the Core Services Continuation Period, Section 9.2 (Termination for Convenience) applies.6.5 Post-Termination Export
Upon termination or expiration of this Agreement, Customer has thirty (30) days from the effective date of termination to request export of Customer Data and Customer Materials in accordance with Section 6.1, including the scope and exclusions set out in that Section. After this period, Dimedove may delete Customer Data in accordance with its standard data retention and deletion practices, subject to any applicable legal retention requirements. Dimedove may continue to retain and use Service Data and aggregated, anonymized, or de-identified information following termination, subject to the Privacy Policy and applicable law.7. INTELLECTUAL PROPERTY
7.1 Dimedove IP
Dimedove retains all right, title, and interest in Provider Materials and Service Data, including the Services, Platform, APIs, software, source and object code, models, architecture, connectors, templates, schemas, system and developer prompts, prompt structures, orchestration and routing logic, the workflow engine, configuration methods, platform-native implementation and configuration artifacts, evaluation methods, Documentation, reusable components, improvements, and generalized know-how. Nothing in this Agreement transfers ownership of Provider Materials or Service Data to Customer. Customer receives a limited, non-exclusive, non-transferable right to access and use platform configurations created within the Platform for Customer’s Account, solely as part of and for the duration of Customer’s authorized subscription and subject to Section 2.3.7.2 Customer IP
Customer retains all right, title, and interest in Customer Data, Customer Materials, and customer-authored source content, including knowledge base content Customer uploads, agent instructions and business rules Customer authors, contact and CRM data, and identifiable conversation content. Where a platform configuration (such as an AI Agent configuration, prompt field, Workflow definition, or evaluation setup) embeds Customer Materials, Customer retains ownership of those embedded Customer Materials. Customer does not thereby acquire ownership of the surrounding schema, arrangement, platform logic, reusable components, or the configuration artifact itself, each of which constitutes Provider Materials. Nothing in this Agreement creates a work made for hire relationship, a joint work, or a transfer of Dimedove technology, and no clause of this Agreement gives Dimedove ownership of, or a joint ownership interest in, identifiable personal information contained in Customer Data.7.3 AI-Generated Content
AI Outputs are generated using third-party AI models and are not independently owned by either party as a matter of intellectual property. Customer has the right to use AI Outputs generated through Customer’s use of the Services for any lawful purpose. Dimedove makes no claim of ownership over AI Outputs generated for Customer. For clarity, AI Outputs delivered to Customer as part of conversation content form part of Customer Data for the purposes of Sections 5 and 6; this Section addresses only the existence and allocation of intellectual property rights in AI-generated material.7.4 Feedback
If Customer voluntarily provides suggestions, ideas, or enhancement requests regarding the Services (“Feedback”), Dimedove may use such Feedback without restriction or obligation, including to develop generalized improvements to the Services. For clarity, Feedback does not include Customer Data, Customer Materials, Customer’s Confidential Information, proprietary business logic supplied by Customer, or any information submitted to the Services in the course of normal platform usage, and Dimedove acquires no ownership of any of the foregoing through this Section. Generalized improvements developed by Dimedove constitute Provider Materials.8. SERVICE LEVEL AND SUPPORT
Services are provided on a commercially reasonable efforts basis unless otherwise agreed. Support is provided via specified channels. Scheduled maintenance may occur with notice.9. TERM AND TERMINATION
9.1 Term
This Agreement continues until terminated in accordance with this Section. Subscriptions renew automatically for successive periods of the same duration unless either party provides written notice of non-renewal prior to the end of the then-current Subscription Term.9.2 Termination for Convenience
Except as otherwise stated in an applicable Order Form, SOW, or other written agreement signed by both parties, either party may terminate this Agreement for convenience by providing at least thirty (30) days’ written notice to the other party.9.3 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party:- Commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. This cure period does not apply to breaches of the Acceptable Use Policy (Section 3.2), security violations, or violations of applicable law, for which termination may be immediate.
- Becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business; provided, however, that where Dimedove is the party subject to such event, the data export and Core Services continuation obligations set forth in Section 6.4 will apply to the extent commercially practicable and permitted by applicable law, any court of competent jurisdiction, or any appointed receiver, trustee, or similar officer.
9.4 Effect of Termination
Upon termination:- Customer’s access to the Services, including all API Keys, will be deactivated.
- Customer may export Customer Data in accordance with Section 6.5.
- In the event of a Discontinuation Event, the provisions of Section 6.4 (Platform Discontinuation) supersede the general termination provisions of this Section 9.4 to the extent of any conflict. For clarity, the Core Services Continuation Period and associated data export rights under Section 6.4 take precedence over the thirty (30) day export window described in Section 6.5.
- Each party will return or destroy the other party’s Confidential Information upon request.
- The following sections survive termination: Section 1 (Definitions), Section 5 (Data Ownership and Processing), Section 6 (Data Portability and Export, including Section 6.4), Section 7 (Intellectual Property), Section 10 (Warranties and Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Confidential Information), and Section 14 (General Provisions).
10. WARRANTIES AND DISCLAIMERS
Dimedove warrants that Services will substantially conform to Documentation during the Subscription Term. Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DIMEDOVE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OPERATION. DIMEDOVE DOES NOT WARRANT THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, APPROPRIATE, OR FREE FROM BIAS. CUSTOMER ACKNOWLEDGES THAT AI AGENTS RELY ON THIRD-PARTY AI MODELS THAT MAY PRODUCE UNEXPECTED, INACCURATE, OR INAPPROPRIATE RESPONSES, AND THAT DIMEDOVE DOES NOT CONTROL THE UNDERLYING BEHAVIOR OF SUCH MODELS.11. LIMITATION OF LIABILITY
11.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.11.2 Liability Cap
DIMEDOVE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO DIMEDOVE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS IS ONE CUMULATIVE CAP FOR ALL CLAIMS IN THE AGGREGATE, NOT A SEPARATE CAP FOR EACH CLAIM.11.3 AI-Specific Disclaimer
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DIMEDOVE SHALL HAVE NO LIABILITY FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM AI AGENT INTERACTIONS OR AI OUTPUTS, INCLUDING BUT NOT LIMITED TO:- Incorrect, misleading, or incomplete information provided to End Users or External Users
- Failed lead qualification, missed business opportunities, or lost revenue attributed to AI Agent performance
- Reputational harm resulting from AI-generated content or agent behavior
- End User or External User reliance on AI-generated advice, recommendations, or information
- Agent miscommunication, unexpected responses, or failure to escalate appropriately
- Decisions made by End Users or External Users based on AI Agent interactions
12. INDEMNIFICATION
12.1 Dimedove
Dimedove defends Customer against third-party claims that the Services, as provided by Dimedove and used in accordance with this Agreement, infringe such third party’s intellectual property rights, subject to limitations and exclusions.12.2 Customer
Customer indemnifies and holds Dimedove harmless against any third-party claims arising from: (a) Customer Data; (b) Customer’s deployment, configuration, or use of AI Agents, including AI Outputs; (c) Customer’s Dimedove Apps and the interactions of External Users with those Apps; (d) Customer’s violation of applicable laws or this Agreement; or (e) Customer’s failure to obtain required consents or provide required notices to End Users or External Users.13. CONFIDENTIAL INFORMATION
Each party must maintain confidentiality of the other’s non-public information disclosed in connection with this Agreement. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction. Exceptions apply where disclosure is required by law, provided that the disclosing party gives reasonable advance notice where permitted.14. GENERAL PROVISIONS
- Governing Law: Quebec law and federal Canadian law. Jurisdiction: courts of Montréal, Quebec.
- Dispute Resolution: Good faith negotiations before legal action.
- Force Majeure: Neither party liable for events beyond reasonable control, including natural disasters, government actions, or third-party service outages.
- Assignment: Restricted except in merger or acquisition, with notice to the other party.
- Modifications: Dimedove may modify terms with 30 days’ notice for material changes. Continued use after the notice period constitutes acceptance. If Customer does not agree to the modified terms, Customer may terminate this Agreement in accordance with Section 9.2.
- Severability: Invalid provisions replaced by enforceable equivalents that most closely reflect the original intent.
- Entire Agreement: This Agreement, together with referenced policies (Privacy Policy, Cookie Policy, Security Policy), supersedes prior agreements.
- Order of Precedence: In the event of a conflict, an executed Order Form, SOW, or other written agreement signed by both parties prevails over this Agreement to the extent it expressly addresses the same subject and conflicts with this Agreement, and solely to the extent of that conflict. All non-conflicting provisions remain in effect. No such agreement transfers ownership of Provider Materials or Service Data unless expressly agreed in writing and signed by Dimedove.
- Notices: Notices via email or platform are deemed received within 24 hours unless bounced.
- Independent Contractors: No partnership, employment, or agency relationship is created by this Agreement.
- Compliance: Each party complies with applicable laws including privacy and data protection.
- Waiver: Failure to enforce any provision does not waive the right to enforce it later.
Contact Information
For questions about these Terms of Service or our data processing practices, please contact: General Support: support@dimedove.comLegal Inquiries: legal@dimedove.com
Security Inquiries: security@dimedove.com Dimedove Technologies Inc. 4 Pl. Ville-Marie #300 Montréal, QC H3B 2E7 Canada
This Terms of Service is part of our comprehensive data protection and privacy framework. For additional information about how we protect and process data, please refer to our Privacy Policy and Security Policy.