Terms & Conditions

Effective Date: November 26, 2025

PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE USING OUR SERVICES. BY USING THE SERVICES OFFERED BY HVIF SOLUTIONS PRIVATE LIMITED (OPERATING AS "DIALNOTE"), YOU ("CUSTOMER", "YOU", "YOUR") AGREE TO BE BOUND BY THESE TERMS. YOUR AGREEMENT OCCURS WHEN YOU: (A) CREATE AN ACCOUNT AND ACCEPT THESE TERMS (INCLUDING FOR FREE TRIAL ACCOUNTS); (B) EXECUTE AN ORDER FORM OR SUBSCRIPTION AGREEMENT WITH US; OR (C) OTHERWISE ACCESS OR USE THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICES.

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Order Form" means (a) any subscription plan selected by you through dialnote's online platform or account portal, (b) any invoice, order confirmation, payment receipt, or subscription summary issued by dialnote confirming your subscription and selected services, or (c) any separately executed service agreement, statement of work, or order document between the parties that references these Terms. Each Order Form is incorporated into and forms part of this Agreement.

"Service" or "Services" means the dialnote AI-powered business phone system platform and all features, functionality, and services made available by dialnote, including but not limited to voice calling, messaging (SMS, MMS), AI-powered features, dialnote AI voice agents, integrations, and related services as described at dialnote.com and dialnote.com/docs

"Subscription Term" means the period during which you have active access to the Services, as specified in the applicable Order Form or account settings, including the Initial Term and any Renewal Terms.

"Customer Data" means any data, information, or material provided, uploaded, transmitted, or generated by you or your end users through use of the Service, including contact information, call recordings, transcriptions, messages, voicemails, knowledge base content, training data for AI voice agents, and related content.

"Documentation" means dialnote's user guides, help documentation, and other materials made available by dialnote describing the functionality and use of the Services.

"dialnote AI" or "AI Voice Agent" means dialnote's artificial intelligence-powered virtual agent system that handles calls, answers queries, captures leads, and performs automated actions on your behalf based on your configuration, knowledge base, and training data you provide.

1. Access to the Service; Subscription Terms; Free Trial

1.1 Grant of Access

Subject to your compliance with these Terms (including any limitations and restrictions set forth in your selected subscription plan), we grant you a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to access and use the dialnote Services during the applicable Subscription Term only for your internal business purposes and only in accordance with the Documentation.

1.2 Subscription Plans

You select a subscription plan when creating your account or as otherwise agreed in writing with us. Subscription plans include various features, usage limits, and pricing as described at our pricing page or as set forth in a separately executed agreement between the parties.

For enterprise customers or subscriptions exceeding a specified value (which we may define from time to time), we will require execution of a separate order form or service agreement that you must sign and accept. In such cases, the signed order form or agreement shall govern to the extent it conflicts with these Terms.

1.3 Free Trial

We may make the Service available to you on a trial basis free of charge ("Free Trial"). The Free Trial will commence when you create your account and shall continue for the trial period specified during signup or otherwise communicated to you in writing (email to suffice).

During the Free Trial:

• The Service is provided "AS-IS", without warranty of any kind
• Your access may be limited (e.g., limited users, minutes, AI usage, or features)
• We have no obligation to provide support
• We have no indemnification obligations or liability (unless such exclusion is unenforceable, in which case our liability shall not exceed $100)
• However, your indemnification obligations and any liability for breaches of Sections 7, 9.2, or 10 remain in full force

We will notify you before any Services begin carrying a fee. If you do not cancel before the Trial Period ends, you will be responsible for all applicable fees under Section 6. You remain fully liable for any damages arising from your use of the Service during the Free Trial, any breach of this Agreement, and your indemnification obligations.

Either party may terminate the Free Trial immediately upon notice during the Trial Period.

2. Service Description

dialnote provides an AI-powered inbound business phone system that includes, but is not limited to:

• Voice calling (inbound and outbound) with unlimited user options
• SMS and MMS messaging capabilities
• AI-powered call recording, transcription, and summarization
• dialnote AI Voice Agent for automated call handling and lead capture
• Call routing with IVR menus, ring groups, and call queues
• Team collaboration features including shared inboxes and internal threads
• CRM integrations
• Workflow automation and triggers
• Call quality evaluation and sentiment analysis
• Phone number provisioning (toll-free, local, and international numbers)
• Number porting services

IMPORTANT: The Services do not support emergency dialing (e.g., 911, 112, or equivalent in any jurisdiction) and are not intended or certified for use in connection with emergency services. You must maintain separate, compliant emergency communication lines and systems as required by applicable law. See Documentation for further limitations on service availability, quality, and geographic coverage.

3. Support & Maintenance

Subject to your payment of all applicable fees, we will use commercially reasonable efforts to provide support and maintenance for the Services as outlined in our support documentation available at dialnote.com/docs

3.1 Service Level Agreements

We will provide the Services with a monthly uptime of at least 99.5% (calculated as the percentage of minutes in a month during which the Services are available, excluding scheduled maintenance notified at least 48 hours in advance). If uptime falls below 99.5% in any month, you shall be eligible for service credits equal to 10% of the monthly Fees paid for the affected Services for that month. Credits are your sole remedy for downtime.

Response times for support tickets: Priority 1 (critical outages) within 2 hours; Priority 2 (major functionality impaired) within 4 hours; Priority 3 (minor issues) within 24 hours. SLAs do not apply during Free Trials or to downtime caused by your actions, Third Party Services, or force majeure events.

3.2 Professional Setup and Implementation Services

Upon your request, dialnote may provide or arrange for professional setup and implementation services through third-party service providers. These professional services are optional and are not included in your standard subscription fees. Professional services are subject to:

• Additional fees as quoted to you on a case-by-case basis;
• Separate service agreements or statements of work that will be provided before services commence;
• Availability of third-party service providers;
• Your cooperation and timely provision of necessary information and access.

dialnote makes no warranties regarding the work performed by third-party service providers. Any disputes regarding professional services shall be resolved in accordance with the applicable service agreement or statement of work. The limitations of liability in Section 16 apply to all professional services.

4. Service Updates

From time to time, we may provide upgrades, patches, enhancements, or fixes for the Services to our customers generally without additional charge ("Updates"), and such Updates will become part of the Services and subject to this Agreement. We have no obligation to provide any such Updates. You understand that we may cease supporting old versions or releases of the Services at any time in our sole discretion; however, we will use commercially reasonable efforts to give you reasonable prior notice of any major changes.

5. Ownership; Feedback

As between the parties, dialnote retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by dialnote for the purposes of this Agreement, including any copies and derivative works. Any software which is distributed or otherwise provided to you hereunder shall be deemed a part of the "Services" and subject to all terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.

You may (but are not obligated to) provide suggestions, comments or other feedback to us with respect to the Service ("Feedback"). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for dialnote. We acknowledge that all Feedback is provided "AS IS" and without warranty of any kind. You grant to dialnote a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair our right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that you may develop, produce, market, or distribute.

6. Fees; Payment

You shall pay dialnote the fees for the Service as set forth in your selected subscription plan ("Fees").

6.1 Upfront Payment Requirements

All subscription fees and invoices are paid upfront. This means: (a) Subscription Fees: All monthly or annual subscription fees are charged in advance at the beginning of each billing cycle. You will be billed in U.S. dollars or Indian Rupees (as specified in your subscription). (b) Calling Credits and Top-ups: In addition to subscription fees, usage-based charges for additional calling credits, international calling, AI minutes, recording hours, and other metered services operate on a prepaid wallet/credit basis. You must add credits (top-ups) to your account before using these services. Once your credit balance is exhausted, you will need to add additional top-ups to continue using these services. (c) Automatic Top-up: You may enable automatic top-up functionality to automatically add credits to your account when your balance falls below a specified threshold.

6.2 Payment Terms and Late Fees

All invoices and charges are due immediately upon issuance and must be paid within thirty (30) days from the date of invoice. You shall pay a late fee on past due invoices at the lesser of 1.5% per month or the maximum amount permitted by applicable law.

6.3 Credit Terms and Late Payment Interest

If we issue you a credit or allow deferred payment terms for any reason: (a) Payment for such credit must be made within ten (10) days from the date the credit is issued; (b) If payment is not received within the 10-day period, you will be charged a late payment fee of 1.5% per day (or the maximum rate permitted by applicable law, whichever is lower) calculated from the date the credit was issued until the date payment is received; (c) We reserve the right to suspend or terminate your access to the Services if payment for credits is not received within the specified timeframe.

6.4 Taxes and Refunds

You shall be responsible for all taxes associated with the Service (excluding taxes based on dialnote's net income). Unless otherwise expressly agreed upon by the parties in accordance with Section 6.7 (Cancellation and Refund Policy), all Fees paid are non-refundable and are not subject to set-off.

6.5 Usage-Based Fees and Overages

Certain Services may be subject to usage limits or fair use policies as set forth in your subscription or our Service documentation. These may include, but are not limited to: calling minutes for inbound and outbound calls (subject to fair use limits based on plan type), AI minutes for transcription, summarization, and analysis, call recording hours (recording credits), SMS and MMS message volumes, number of phone numbers provisioned, and zone-based calling rates for international destinations.

IMPORTANT - Overage Charges: If you exceed any user or usage limitations set forth in your subscription, then (i) we shall invoice you for such additional usage at the overage rates set forth in your pricing plan (or if no overage rates are specified, at our then-current standard overage rates for such usage), calculated on a pro-rata basis from the first date of such excess usage through the end of your current Subscription Term, and (ii) if your Subscription Term renews, such renewal shall include the additional fees for such excess usage.

Overage charges apply to both inbound and outbound calling that exceeds your plan's fair use limits. Disputed overages may be appealed in writing to support@dialnote.com within 10 days of invoicing, and we will review and respond within 10 business days.

6.6 Fair Use Policy

Certain dialnote plans include "unlimited" calling features subject to fair use limits to ensure service quality and prevent abuse. The complete Fair Use Policy is maintained as a separate document, which is incorporated herein by reference. By using the Services, you agree to comply with the Fair Use Policy as it may be updated from time to time in accordance with Section 18.4.

6.7 Cancellation and Refund Policy

(a) No Refunds: All fees paid to dialnote are final and non-refundable. We do not provide refunds or credits for: (i) Partial months or years of service; (ii) Unused subscription time; (iii) Unused calling credits, AI minutes, or recording hours; (iv) Subscriptions that are cancelled mid-billing cycle; (v) Any other services or features.

(b) Subscription Cancellation: You may cancel your subscription at any time by: (i) Logging into your account and following the cancellation process in your account settings; or (ii) Contacting our support team at support@dialnote.com with "Cancellation Request" in the subject line.

(c) Effect of Cancellation: When you cancel your subscription: (i) Your cancellation will be effective at the end of your current billing cycle (the period for which you have already paid); (ii) You will continue to have access to the Services until the end of your current billing cycle; (iii) Your subscription will not renew for the next billing cycle; (iv) You will not receive any refund for the remaining time in your current billing cycle; (v) Any unused credits (calling credits, AI minutes, recording hours) will be forfeited and will not be refunded.

7. Restrictions

Except as expressly set forth in this Agreement, you shall not (and shall not permit any third party to), directly or indirectly:

1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction);
2. modify, translate, or create derivative works based on the Service;
3. copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service;
4. use the Service for the benefit of a third party or as a service bureau;
5. remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof;
6. use the Service to build an application or product that is competitive with any dialnote product or service;
7. interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
8. bypass any measures dialnote may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
9. use the Service in a manner that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
10. use the Service to send unsolicited communications, spam, or messages to recipients who have not provided consent;
11. use the Service in violation of TCPA, CAN-SPAM Act, GDPR, TRAI regulations (including the Telecom Commercial Communications Customer Preference Regulations, 2018 for commercial messaging and Department of Telecommunications guidelines for VoIP services), or other applicable telecommunications and messaging regulations;
12. use the Service to make fraudulent calls, conduct illegal activities, or violate any third party rights.

You are responsible for all of your activity in connection with the Service, including but not limited to uploading Customer Data onto the Service. You shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service.

8. Business Verification and KYC

We reserve the right to request business verification documents and identity verification (KYC) from you at any time. At our sole discretion, we may require specific customers to complete a KYC process based on factors including but not limited to transaction volume, service usage patterns, geographic location, or regulatory requirements.

These documents may include, but are not limited to: identity verification and government-issued identification documents, business owner verification, address proof documents, proof of opt-in consent for data processing purposes, and business registration documents or certificates of incorporation.

9. AI-Powered Features and Call Recording

9.1 AI Features and Mandatory Call Recording

dialnote provides AI-powered features including, but not limited to, call transcription, call summarization, call quality evaluation, sentiment analysis, auto-tagging and categorization, contact suggestions, voicemail transcription, and dialnote AI Voice Agent for automated call handling. Use of these AI features requires call recording to be enabled and consumes AI minutes from your plan allocation or purchased AI minute packs.

IMPORTANT - Call Recording Requirement: When you sign up for dialnote, call recording will be switched on and enabled by default. Call recording is mandatory for dialnote AI and AI Voice Agent features to function. If you wish to disable call recording, you must understand that dialnote AI features (including transcription, summarization, sentiment analysis, call evaluation, and dialnote AI Voice Agent) will not work without call recording enabled.

9.2 Call Recording Requirements and Your Consent Obligations

CRITICAL LEGAL REQUIREMENT: Laws regarding call recording vary by jurisdiction. By enabling call recording features (which is the default setting), you represent, warrant, and covenant that you will: comply with all applicable laws, rules, and regulations regarding call recording, including but not limited to obtaining all necessary consents from all parties to any recorded call; provide appropriate notice to all parties that calls may be recorded (e.g., verbal notification, IVR announcement, or other legally compliant methods); comply with one-party consent or all-party consent requirements as applicable in the relevant jurisdictions; and indemnify and hold harmless dialnote from any claims, damages, or liabilities arising from your failure to obtain proper consent or comply with call recording laws.

We make no representations or warranties that your use of call recording features complies with applicable law. You are solely responsible for ensuring compliance with all call recording laws and regulations in all jurisdictions where you record calls.

9.3 dialnote AI Voice Agent and Knowledge Base

dialnote AI is our AI-powered virtual agent that can handle calls on your behalf based on the knowledge base and training data you provide. You acknowledge and agree that you are responsible for ensuring that all knowledge base content, training materials, and instructions provided to dialnote AI are accurate, legally sound, and do not contain illegal content or content that violates any third party rights. You are responsible for the accuracy and legality of all information and responses provided by dialnote AI Voice Agent when configured and deployed by you.

AI Output Accuracy and Your Acknowledgment: You explicitly acknowledge and agree that artificial intelligence and machine learning technologies, by their nature, may produce outputs that contain errors, inaccuracies, hallucinations, or inappropriate responses. You are solely responsible for reviewing, verifying, and validating all AI-generated outputs before relying on them or allowing them to be acted upon. dialnote makes no representations or warranties regarding the accuracy, reliability, completeness, or appropriateness of any AI-generated content, responses, or actions.

10. Messaging Compliance

We treat all messaging transmitted via the Service, including SMS and MMS, as Application-to-Person ("A2P") messaging. All A2P messages originating from dialnote are subject to this Messaging Policy. You are responsible for any person to which you provide the ability to send messages through dialnote.

10.1 Consent and Opt-in Requirements

Prior to sending the first message to each recipient, you must obtain consent from the recipient to communicate with them. You must make clear to the recipient that he/she is agreeing to receive the type of messages you plan to send. Consent is limited to the specific use or campaign to which the recipient has consented. You must keep a record of each consent, such as a copy of the document or form that the message recipient signed, or a timestamp of when the customer completed a sign-up flow. Consent records must include the timestamp, method of obtaining consent, and shall be retained for at least 5 years or as required by applicable law.

10.4 Opt-out Requirements

The initial message you send to a recipient must include the following language: "Reply STOP to unsubscribe" or the equivalent using another standard opt-out keyword, such as STOPALL, UNSUBSCRIBE, CANCEL, END or QUIT. You must provide recipients with the ability to revoke consent at any time by replying with a standard opt-out keyword.

11. Customer Data; Privacy

11.1 Customer Data

"Customer Data" means any data, information, or material provided, uploaded, or transmitted by you or your end users to the Service, including but not limited to contact information, call recordings, call transcriptions, messages, voicemails, knowledge base content for AI training, and any content processed by the Service. As between dialnote and you, you retain all right, title, and interest in and to the Customer Data.

You hereby grant to dialnote a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely to the extent necessary to provide the Services to you and as otherwise permitted by this Agreement and our Privacy Policy. We may use de-identified and aggregated Customer Data for service improvements, analytics, and model training; provided that no personal data shall be used for AI training without your explicit opt-in.

11.2 Privacy Policy

Your use of the Services is subject to our Privacy Policy, which is incorporated herein by reference. The Privacy Policy describes how we collect, use, and share data, including Customer Data and personal data. You acknowledge that you have reviewed and agree to the Privacy Policy.

11.3 Data Processing

To the extent Customer Data includes personal data subject to GDPR, CCPA, or other data protection laws, the parties agree to execute our Data Processing Addendum, available on request from support@dialnote.com, which shall be incorporated into and form part of this Agreement.

We maintain a current list of all subprocessors who process Customer Data on our behalf, available on request from support@dialnote.com.

12. Third Party Services and Integrations

The Services may integrate with or be used in conjunction with third party services, applications, and platforms (collectively, "Third Party Services"), including but not limited to: CRM platforms, communication and collaboration tools, automation platforms, calendar and scheduling tools, payment processors, analytics providers, and telecommunications infrastructure providers.

Your use of Third Party Services is subject to the terms and conditions and privacy policies of such third parties. We do not control and are not responsible for Third Party Services, including their availability, functionality, content, or compliance with laws or regulations.

13. Term; Termination

This Agreement shall commence when you first create your account or execute an Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Subscription Terms.

For each subscription, unless otherwise specified, your Subscription Term shall begin as of your subscription start date, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified in your subscription (the "Initial Term"), and (y) following the Initial Term, shall automatically renew for additional successive periods of equal duration to the Initial Term (each, a "Renewal Term") unless either party notifies the other party of such party's intention not to renew no later than thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable.

You may terminate this Agreement and cancel your subscription at any time in accordance with Section 6.7 (Cancellation and Refund Policy). We are free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of this Agreement.

14. Indemnification

Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitee") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to any claim that:

(i) in the case of you as Indemnitor: (a) the Customer Data or your use of the Service infringes, violates, or misappropriates any third party intellectual property or proprietary right or violates any applicable law; (b) your failure to obtain proper consent for call recording, messaging, or data processing; (c) your violation of telecommunications regulations, TCPA, CAN-SPAM, GDPR, or other applicable laws; (d) your use of the Service to send unsolicited communications or spam; (e) any representations, warranties, or actions by dialnote AI Voice Agent configured and deployed by you, including but not limited to any outputs, responses, or actions based on your knowledge base content or training data; or (f) any inaccurate, illegal, or rights-violating content in your knowledge base or training materials provided to dialnote AI; or

(ii) in the case of dialnote as Indemnitor: the Service (excluding Customer Data, Third Party Services, or third-party infrastructure) infringes, violates, or misappropriates any third party intellectual property or proprietary right, or arises from our gross negligence in providing the core Services (excluding AI-generated content based on your provided data).

15. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

DIALNOTE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SERVICE, AI-GENERATED CONTENT (INCLUDING TRANSCRIPTIONS, SUMMARIES, EVALUATIONS, AND DIALNOTE AI VOICE AGENT RESPONSES), THIRD PARTY SERVICES, OR TELECOMMUNICATIONS INFRASTRUCTURE. YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES AND SHOULD BE REVIEWED BY YOU BEFORE RELIANCE.

16. Limitation of Liability

EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS AND FOR YOUR BREACH OF SECTION 7 (RESTRICTIONS) OR SECTION 9.2 (CALL RECORDING REQUIREMENTS AND CONSENT) OR SECTION 10 (MESSAGING COMPLIANCE), IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT:

(I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING);

(II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION);

(III) FOR ANY ERRORS, OMISSIONS, OR INACCURACIES IN AI-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO CALL TRANSCRIPTIONS, SUMMARIES, EVALUATIONS, OR DIALNOTE AI VOICE AGENT RESPONSES;

(IV) FOR ANY INTERRUPTIONS, DISRUPTIONS, OR FAILURES IN TELECOMMUNICATIONS INFRASTRUCTURE, THIRD PARTY SERVICES, OR INTERNET CONNECTIVITY; OR

(V) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY YOU TO DIALNOTE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

17. Confidentiality

Each party (the "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information disclosed by the other party (the "Disclosing Party") constitute the confidential and proprietary information of the Disclosing Party ("Confidential Information"). The Receiving Party agrees to hold in confidence and not disclose Confidential Information to third parties except as approved in writing by the Disclosing Party or as required by law.

18. Miscellaneous

18.1 Entire Agreement

This Agreement represents the entire agreement between you and dialnote with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and dialnote with respect thereto.

18.2 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of India, excluding its conflicts of law rules. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be subject to the exclusive jurisdiction of the courts located in Hyderabad, Telangana, India.

18.3 Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Notices to dialnote must be sent to:

HVIF Solutions Private Limited
Plot no. 49, Road no. 2, Phase 2,
Agricultural Colony, Hasthinapuram Central,
Hyderabad, Telangana, India - 500070
Email: support@dialnote.com

18.4 Amendments and Waivers

Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

We reserve the right to modify or amend these Terms, our Privacy Policy, Fair Use Policy, or any other policy incorporated herein by reference at any time. When we make material changes to these Terms or policies, we will notify you by sending an email to the primary account owner email address on file for your account at least thirty (30) days before the changes take effect. Your continued use of the Services after the effective date of the changes constitutes your acceptance of the modified Terms or policies.

18.5 Force Majeure

Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs or labor disruptions; pandemics; epidemics; telecommunications or infrastructure failures.

18.6 Assignment

Neither party may assign any of its rights or obligations hereunder without the other party's prior written consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party's business relating to this Agreement, and (ii) dialnote may utilize subcontractors and third party service providers in the performance of its obligations hereunder.

18.7 No Agency

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

18.8 Use of Name and Logo

You agree to allow dialnote to use and display your name and logo on dialnote's website and in dialnote's promotional materials to identify you as a customer, unless you opt out by providing written notice to us at support@dialnote.com.

18.9 Severability

If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

Contact Information

HVIF Solutions Private Limited (Operating as dialnote)

Email: support@dialnote.com

Website: https://www.dialnote.com