These Terms of Service (these “Terms”) govern access to and use of the Dimension Labs Causal Intelligence platform and related services by the customer that accepts them (either an individual or the legal entity that individual represents as an authorized employee or agent) (“Customer,” “you,” or “your”). These Terms are entered into with Dimension Labs, Inc. (“Dimension Labs,” “we,” “us,” or “our”).

These Terms become a binding agreement between you and Dimension Labs when you either (a) execute an Order Form that references these Terms, or (b) access or use the Services. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “Customer” refers to that entity.

If Customer and Dimension Labs have signed a separate Master Services Agreement (an “MSA”) governing the Services, that MSA controls and these Terms do not apply to the Services provided under it. In the absence of an MSA, these Terms together with each Order Form that references them form the complete agreement between the parties for the Services (the “Agreement”). In the event of a conflict, the order of precedence is: (1) the applicable Order Form; (2) these Terms; and (3) any other referenced document.

Customer’s use of the Services is also governed by the Dimension Labs Privacy Policy, available at https://www.dimensionlabs.io/privacy-policy-policy (the “Privacy Policy”), which is incorporated by reference. Please read these Terms and the Privacy Policy carefully.

1. DEFINITIONS

   “Aggregated Data” means data that Dimension Labs derives from Customer Data in de-identified and aggregated form, from which Customer and any individual cannot reasonably be identified.

   “Conversation” means one discrete customer interaction provided to, or made accessible to, Dimension Labs for processing through the Services — for example, one support ticket, one call transcript, one chat session, one survey response, or one email thread. Conversations are counted as set forth in the applicable Order Form.

   “Customer Data” means the non-public, proprietary data that Customer (or a third party on Customer’s behalf) provides or makes accessible to Dimension Labs to obtain the Services, including conversational and other unstructured data and the structured business data used in the Causal Join. Information that is publicly available, or is rightfully provided to Dimension Labs by a third party, is not Customer Data even if it is also provided by Customer.

   “Dimensions” means the per-record, structured data fields that the Services extract from Customer Data.

   “Documentation” means the then-current usage and technical documentation that Dimension Labs makes generally available for the Services.

   “Fees” means the subscription fees, professional services fees, and any other fees payable under the Agreement.

   “Order Form” means an ordering document executed by the parties that references these Terms and specifies, among other things, the scope of the Services, the Fees, the covered organizations or properties, and the Subscription Term. Each executed Order Form is incorporated into and governed by these Terms.

   “Results” means the analyses, Dimensions, reports, and other outputs that the Services generate from Customer Data.

   “Services” means Dimension Labs’ Causal Intelligence platform, provided on a hosted software-as-a-service basis, which converts unstructured customer conversations into structured, governed, analytics-ready data, joins that data with Customer’s structured business data (the “Causal Join”), applies statistical causal inference, and makes Results available to Customer, together with related AI agent, reporting, export, and other functionality, all as described in the applicable Order Form and Documentation, including any add-ons purchased by Customer.

   “Subscription Term” means the period during which Customer is authorized to use the Services, as set forth in the applicable Order Form, together with any renewal periods.

   “User” means an employee, representative, consultant, contractor, or agent of Customer (or of a covered organization identified in an Order Form) who is authorized by Customer to access and use the Services.

   “Website” means https://www.dimensionlabs.io/ and Dimension Labs’ other websites, web pages, and subpages.

   
   

2. ACCOUNT, ACCESS, AND USERS

   To use the Services, Customer must provide current, complete, and accurate registration information and is responsible for safeguarding the confidentiality of its account credentials and for all activity occurring under its account. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and will promptly notify Dimension Labs of any known or suspected unauthorized use.

   Customer may authorize the number of Users specified in, and consistent with, the applicable Order Form. Where an Order Form states that User seats are included with no per-seat charge, Customer may provision Users without a per-seat fee. Customer will ensure that each User who is given access has the right to access the Customer Data made accessible to them, and that any person who grants Dimension Labs access to Customer Data has the authority to do so.

   
   

3. THE SERVICES; LICENSE

   Subject to the Agreement, Dimension Labs grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 16), non-sublicensable right, during the Subscription Term, to access and use the Services described in the applicable Order Form solely for Customer’s internal business purposes. Customer may access, view, download, and use the Results for its internal business purposes. Customer may not sell, rent, license, or publicly disclose the Results without Dimension Labs’ prior written consent.

   3.1  Professional Services

   If an Order Form or a mutually agreed statement of work (an “SOW”) provides for consulting, implementation, or other professional services (“Professional Services”), Dimension Labs will provide them in accordance with that Order Form or SOW. Dimension Labs retains all right, title, and interest in anything it uses or develops in connection with Professional Services and in any deliverables it provides (“Deliverables”), and grants Customer a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to use the Deliverables during the Subscription Term solely in conjunction with Customer’s use of the Services.

   
   

4. RESTRICTIONS

   Customer and its Users will not, and will not permit any third party to: (a) use the Services to transmit unlawful, infringing, defamatory, or harmful material, to collect data about others without consent, or to transmit viruses or other harmful code; (b) interfere with or disrupt the performance of the Services or the data contained therein; (c) attempt to gain unauthorized access to the Services or related networks; (d) interfere with another’s use of the Services; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party except authorized Users; (f) modify, copy, or create derivative works based on the Services; (g) disassemble, reverse engineer, or decompile the Services, except to the extent applicable law prohibits this restriction; (h) frame or mirror any part of the Services or Website; (i) use the Services in any unlawful manner; (j) access the Services to build or support a competitive product or service, or to reproduce or resell the Services; or (k) use any robot, spider, scraper, or other automated means to access or index the Services other than through functionality Dimension Labs makes generally available.

   
   

5.  CUSTOMER DATA

   5.1  License to Customer Data

   Customer will deliver, or grant access to, the Customer Data it wishes to have processed. Customer grants Dimension Labs a non-exclusive, sublicensable (solely as necessary for Dimension Labs and its subprocessors to perform) right to access, use, copy, modify, create derivative works of, and display Customer Data solely to: (a) provide the Services; (b) deliver the Results to Customer; and (c) generate and use Aggregated Data. Except for Aggregated Data, Dimension Labs will not disclose Customer Data to any third party except (i) with Customer’s consent; (ii) to a subprocessor as necessary to provide the Services; (iii) where required by law; or (iv) where reasonably necessary to protect the rights, property, or safety of Dimension Labs, its customers, or the public. As between the parties, Customer retains all right, title, and interest, including all intellectual property rights, in and to the Customer Data.

   5.2  Security

   Dimension Labs will maintain reasonable and appropriate administrative, physical, and technical safeguards designed to protect Customer Data against loss, misuse, and unauthorized access, alteration, or disclosure, including encryption of data in transit and at rest. Dimension Labs maintains SOC 2 controls and conducts regular vulnerability scanning and penetration testing. Dimension Labs will notify Customer without undue delay after becoming aware of any unauthorized access to or disclosure of Customer Data resulting from Dimension Labs’ acts or omissions (a “Security Incident”), will investigate and take reasonable steps to remediate, and will reasonably cooperate with Customer in connection with the Security Incident.

   5.3  Sensitive Data

   Unless the parties agree otherwise in writing, Customer will not include in Customer Data any information subject to (a) the Payment Card Industry Data Security Standard, (b) the Gramm-Leach-Bliley Act, (c) the Health Insurance Portability and Accountability Act of 1996, or (d) similar frameworks. Dimension Labs does not receive or store personally identifiable information unless Customer elects to provide it, and offers PII redaction functionality for Customer’s use.

   5.4  Data Protection

   To the extent Dimension Labs processes personal data on Customer’s behalf, and either Customer is established in the European Economic Area or United Kingdom, or the data relates to residents of those regions, the parties will comply with Dimension Labs’ Data Processing Addendum (the “DPA”), available on request and incorporated by reference when applicable. Any cross-border transfer of personal data will be made under an appropriate transfer mechanism, such as the EU/UK Standard Contractual Clauses or an applicable Data Privacy Framework certification. Dimension Labs uses subprocessors (including cloud infrastructure, data warehousing, and AI model providers) to deliver the Services; the current list is available on request, and Dimension Labs remains responsible for its subprocessors’ performance.

   
   

6. FEES AND PAYMENT

   Customer will pay the Fees specified in the applicable Order Form. Unless the Order Form states otherwise, Dimension Labs will invoice the Fees in advance, and all amounts are due within thirty (30) days after the invoice date. If Customer’s usage exceeds the Conversation volume specified in the Order Form, Customer will pay the applicable overage fees stated in that Order Form. Fees set in an executed Order Form will not change during the Subscription Term to which they apply; changes to standard pricing apply only at renewal or to customers without an active Order Form, in each case on prospective notice.

   All Fees are stated and payable in U.S. dollars. Late amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and Dimension Labs may suspend the Services after providing at least seven (7) days’ notice that an account is overdue. All Fees exclude, and Customer is responsible for, all sales, use, value-added, and similar taxes, except taxes based on Dimension Labs’ net income.

   
   

7. PROPRIETARY RIGHTS

   Customer acknowledges that in providing the Services, Dimension Labs uses its analytical, predictive, and causal-inference models; frameworks, algorithms, and systems; other technology; the Website; and its name, logo, and other attributions (collectively, “Dimension Labs Technology”). As between the parties, Dimension Labs retains all right, title, and interest, including all intellectual property rights, in and to the Dimension Labs Technology and the Services, and all modifications, enhancements, and improvements to them. All rights not expressly granted to Customer are reserved.

   If Customer provides suggestions, feedback, or other input concerning the Services (“Feedback”), Customer grants Dimension Labs a worldwide, irrevocable, perpetual, transferable, sublicensable, non-exclusive, royalty-free, fully paid-up license to use and exploit such Feedback for any purpose, provided the Feedback does not include Customer’s Confidential Information.

   
   

8. CONFIDENTIALITY

   “Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked or identified as confidential, or that a reasonable person would understand to be confidential. Dimension Labs’ Confidential Information includes the terms of the Agreement, the Dimension Labs Technology, and the Services; Customer’s Confidential Information includes the Customer Data. Confidential Information does not include information that is or becomes public without breach, is independently developed without use of the Disclosing Party’s Confidential Information, or is rightfully received from a third party without breach.

   The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform under the Agreement, and will not disclose it other than to personnel and advisors who need to know it and are bound by confidentiality obligations at least as protective as these. Each party will protect the other’s Confidential Information with at least reasonable care. A party may disclose Confidential Information to the extent required by law, after giving reasonable prior notice where permitted. Either party may disclose the existence and nature of the Agreement to actual or prospective investors, acquirers, or professional advisors under confidentiality obligations. Breach of this Section may cause irreparable harm for which injunctive relief is an appropriate remedy.

   
   

9.  WARRANTIES AND DISCLAIMER

   Each party represents and warrants that it has the authority to enter into the Agreement and that doing so does not violate any other agreement by which it is bound. Dimension Labs warrants that it will provide the Services in a professional manner consistent with applicable industry standards. Customer represents and warrants that it has all necessary rights and permissions to provide the Customer Data and to authorize Dimension Labs’ use of it as contemplated here, and that its use of the Services will comply with applicable laws, including privacy and data protection laws, and with its own privacy policy. As Customer’s sole remedy for breach of the Services warranty, Dimension Labs will re-perform the non-conforming Services or, if it cannot do so within a reasonable time, refund the Fees paid for the non-conforming Services.

   EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, THE SERVICES AND RESULTS ARE PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW DIMENSION LABS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT RESULTS WILL BE ACCURATE. DIMENSION LABS DOES NOT WARRANT THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

   
   

10. LIMITATION OF LIABILITY

    EXCEPT FOR THE EXCLUSIONS DESCRIBED BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA OR USE, COST OF SUBSTITUTE SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    EXCEPT FOR THE EXCLUSIONS, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE “EXCLUSIONS” ARE: (A) CUSTOMER’S BREACH OF SECTION 4 (RESTRICTIONS); (B) A PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY); (C) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (D) A PARTY’S INFRINGEMENT OF THE OTHER’S INTELLECTUAL PROPERTY RIGHTS; AND (E) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. FOR THE EXCLUSIONS, EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED THREE TIMES (3X) THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICES DURING THAT TWELVE (12) MONTH PERIOD. THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

    
    

11. INDEMNIFICATION

    11.1  By Dimension Labs

    Dimension Labs will defend Customer against any third-party claim alleging that the Services, as provided by Dimension Labs and used in accordance with the Agreement, infringe a U.S. patent or copyright or misappropriate a trade secret, and will indemnify Customer against damages and reasonable costs finally awarded or agreed in settlement. If the Services become, or are likely to become, the subject of such a claim, Dimension Labs may at its option (a) procure the right for Customer to continue using the Services, (b) modify or replace the Services to make them non-infringing, or (c) if neither is commercially reasonable, terminate the affected Services and refund any prepaid, unused Fees. Dimension Labs has no obligation for claims arising from Customer’s breach, from use of the Services in combination with items not provided by Dimension Labs where the claim would not have arisen otherwise, or from data obtained from publicly available sources. This Section states Dimension Labs’ entire liability, and Customer’s sole remedy, for intellectual property infringement.

    11.2  By Customer

    Customer will defend and indemnify Dimension Labs against any third-party claim to the extent it (a) relates to breach of Customer’s warranties in Section 9, or (b) alleges that the Customer Data infringes a U.S. patent or copyright or misappropriates a trade secret.

    11.3  Procedure

    The party seeking indemnification will promptly notify the other of the claim (provided that a delay reduces the obligation only to the extent of resulting prejudice), reasonably cooperate at the indemnifying party’s expense, and give the indemnifying party control of the defense and settlement, except that a settlement requiring an admission of liability by, or imposing non-monetary obligations on, the indemnified party requires that party’s prior written consent (not to be unreasonably withheld).

    
    

12. INSURANCE

    During the Subscription Term, Dimension Labs will maintain, at its own expense, (a) Commercial General Liability insurance with a limit of no less than $2,000,000 per occurrence and in the aggregate, and (b) Errors and Omissions (technology professional liability) insurance with a limit of no less than $1,000,000 per occurrence and in the aggregate. Upon request, Dimension Labs will provide a certificate evidencing this coverage.
    
    

13. TERM AND TERMINATION

    These Terms commence on the Order Effective Date stated in the first Order Form and continue for as long as an Order Form remains in effect. Unless the applicable Order Form states otherwise, each Subscription Term will automatically renew for successive periods of equal length unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term, and renewal Fees will be as set forth in the Order Form. The Order Form controls the term, renewal, notice period, and any renewal price adjustment for that order.

    Either party may terminate the Agreement or an Order Form if the other party materially breaches and fails to cure within thirty (30) days after written notice (no cure period applies to failure to pay Fees), or if the other party becomes insolvent, is subject to a bankruptcy or similar proceeding that is not dismissed within sixty (60) days, or ceases operations. If Customer terminates for Dimension Labs’ uncured material breach, Dimension Labs will refund any prepaid, unused Fees for the period after termination.

    Upon expiration or termination: (a) Customer’s right to access the Services ends and Dimension Labs may cease providing them; (b) all outstanding payment obligations become due; and (c) for a period of thirty (30) days, Customer may export its Customer Data and Results, after which, and in any event upon Customer’s written request, Dimension Labs will delete or return Customer Data in accordance with the DPA and its standard practices, subject to retention required by law or contained in routine backups. Sections 1, 5, 6, 7, 8, 9, 10, 11, 13, and 14 survive termination.

    
    

14. GENERAL

    14.1  Publicity and Marketing

    Customer agrees that Dimension Labs may identify Customer as a customer and use Customer’s name and logo in its marketing materials and on the Website. Upon Dimension Labs’ reasonable request, Customer will provide a reasonable number of reference interviews or a testimonial regarding the benefits of the Services. Where an Order Form ties a discount or commercial term to a marketing partnership, that partnership is a condition of the Order Form.

    14.2  Modifications to these Terms

    Dimension Labs may update these Terms from time to time by posting the revised version on the Website. For a Customer with an active Order Form, the version of these Terms in effect on the applicable Order Effective Date governs that Subscription Term, and any material change applies to that Customer only upon renewal or upon the parties’ written agreement. Continued use of the Services after an update that is not tied to an Order Form constitutes acceptance of the update.

    14.3  Governing Law; Venue

    The Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts located in San Francisco, California will have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party consents to personal jurisdiction there. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

    14.4  Notices

    Notices must be in writing and are effective when delivered to the address for the relevant party stated in the Order Form (or, for Dimension Labs, to the address in Section 15), by registered or certified mail or by a tracked courier. Routine operational and account communications may be provided electronically.

    14.5  Force Majeure

    Except for payment obligations, neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil disturbance, governmental action, labor disputes, utility or telecommunications failures, cyberattacks, and hosting-provider outages. The affected party will use commercially reasonable efforts to resume performance promptly.

    14.6  Export and Sanctions

    Customer will comply with all applicable U.S. and other export-control and sanctions laws and represents that it is not located in, or a national of, an embargoed country, and is not a restricted or denied party, under those laws. The Services are “commercial items” as defined in FAR 2.101; U.S. Government end users receive only the rights customarily provided to the public unless separately negotiated in writing.

    14.7  Assignment

    Neither party may assign the Agreement without the other’s prior written consent, except that either party may assign it, on written notice, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempted assignment is void. The Agreement binds and benefits the parties’ permitted successors and assigns.

    14.8  Independent Contractors; Subcontractors

    The parties are independent contractors, and the Agreement creates no partnership, joint venture, employment, or agency relationship. Dimension Labs may use subcontractors and subprocessors to perform, and remains responsible for their compliance with the Agreement.

    14.9  Entire Agreement; Severability; Waiver; Construction

    The Agreement is the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements and communications. It may be amended only by a writing signed by both parties or as provided in Section 14.2. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect. A waiver of any breach is not a waiver of any subsequent breach. The parties waive any rule of construction that ambiguities are construed against the drafter. The Agreement may be executed in counterparts, including electronically.

    
    

15. CONTACT INFORMATION

    Questions about these Terms may be directed to:

    Dimension Labs, Inc.
    548 Market Street, Suite 22829
    San Francisco, CA 94104
    Email: support@dimensionlabs.io