Terms of Service

These Terms of Service ("Terms") are a binding agreement between Black Diamond Labs Inc. ("Black Diamond Labs," "we," "our," or "us") and the person or entity accepting them ("Customer," "you," or "your"). By accessing or using the Services, executing an order form, or authorizing an account, you agree to these Terms.

You must be at least 18 years old and legally capable of entering this agreement. If you use the Services for an organization, you represent that you have authority to bind it. If you do not agree, do not use the Services.

These Terms apply to each Authorized User that Customer permits to access the Services. Customer is responsible for ensuring its Authorized Users comply with these Terms and for activity under Customer-controlled accounts, credentials, phone routing, and integrations, except to the extent caused by Black Diamond Labs’ breach of these Terms or applicable law.

"Services" means Black Diamond Labs websites, z-gateway, Managed AI Call Operations, AI-agent systems, telephony and communication workflows, scheduling and customer-operation workflows, APIs, integrations, dashboards, documentation, future products, and related support or professional services that we make available under these Terms or an applicable order.

Features vary by order, configuration, integrations, geography, and service status. Product descriptions are not a guarantee that every capability is available to every Customer. If an order form, pilot agreement, DPA, or SLA conflicts with these Terms, the more specific signed document controls for its subject matter.

Black Diamond Labs may update, add, replace, restrict, or discontinue a Service or feature. For a material reduction to a paid feature during an active order, we will provide notice where reasonably practicable and meet any remedy stated in the applicable order. We do not promise that a future or described capability will be released.

When enabled and configured, Managed AI Call Operations may answer or route calls, provide Customer-approved business information, gather Caller-supplied information, qualify or categorize requests, coordinate appointments, send approved follow-up communications, transfer Callers, create callback tasks, interact with Customer-authorized systems, and produce records, summaries, and operational analytics.

Available functions depend on the applicable order, Customer configuration, integration readiness, geographic availability, and current Service status. The Service is a managed operational system; it does not replace the Customer’s responsibility for staffing, service delivery, legal compliance, or business decisions.

The parties will identify approved information sources, workflow permissions, escalation paths, transfer destinations, after-hours behavior, and acceptance criteria during onboarding. Black Diamond Labs may refuse or pause a configuration that is unsupported, unsafe, unlawful, materially inaccurate, or outside the agreed scope.

Black Diamond Labs may rely on Customer-supplied configuration when operating the Services. Customer is responsible for activity under its accounts and for actions of its authorized users, except to the extent caused by our breach of these Terms or applicable law.

Customer will designate administrators and operational contacts authorized to approve changes. Black Diamond Labs may rely on instructions from those contacts until Customer gives effective notice that authority has changed.

• Maintain accurate account, billing, operational-contact, and authorized-user information.
• Protect login credentials and promptly report suspected unauthorized access.
• Approve and maintain business information, hours, services, availability, scheduling policies, pricing language, transfer destinations, emergency-routing rules, disclosures, scripts, connected systems, and operational contacts.
• Ensure Customer-provided instructions and content are accurate, lawful, and suitable for the intended workflow.

AI systems may misunderstand speech, miss context, generate inaccurate or incomplete responses, behave differently under different audio or environmental conditions, experience latency or provider outages, and require human intervention. Outputs are probabilistic and must be evaluated for the intended use.

Customer must define reasonable escalation, correction, and review paths and must not use the Services as the sole decision-maker for consequential or high-risk matters. Customer may not market or configure an AI system to deceptively claim that it is human. Black Diamond Labs remains responsible for operating the Services within the commitments in the applicable agreement; this section does not excuse reckless or unlawful conduct.

Customer acknowledges that a response, transcript, summary, classification, extracted field, or recommended workflow step may require correction. Customer must test its approved scenarios, monitor outcomes appropriate to risk, maintain current escalation paths, and make accountable people available for situations the system should not complete autonomously.

The Services are not professional medical, legal, financial, engineering, or emergency advice. Describing an HVAC or home-service problem for intake and routing is permitted, but the system must not provide an unsupported diagnosis, safety instruction, or guarantee about the underlying work.

Customer is responsible for determining and implementing notices, consent, and operational practices required by applicable laws governing AI-agent disclosure, call recording, transcription, monitoring, and data protection. Requirements differ by jurisdiction and context.

Customer must not configure the Services to conceal a legally required disclosure. Recording or transcription may be enabled only as permitted by the applicable order, configuration, and law. Black Diamond Labs will implement the processing and controls assigned to it under applicable agreements and law.

Customer must identify the jurisdictions and use cases in which recording, transcription, monitoring, or AI disclosure will occur; approve required scripts or notices; and ensure its own personnel follow the same requirements when joining or receiving a communication. If Customer directs us to change a disclosure or consent flow, Customer represents that the instruction is lawful.

Black Diamond Labs may retain evidence of a configured disclosure, consent status, opt-out, or communication event as described in the Privacy Policy and applicable order. A technical record does not establish that Customer has satisfied every legal obligation in every jurisdiction.

Phone-number availability, conditional forwarding, caller ID, number porting, call quality, transfers, and routing depend on carriers, communications providers, Customer systems, geography, and network conditions. We do not guarantee that a number can be issued or ported, that caller ID will display as expected, or that a transfer or fallback will always complete.

Customer must provide working transfer destinations, escalation contacts, callback procedures, after-hours instructions, and fallback routing. A human fallback may be unavailable because of carrier conditions, Customer staffing, or third-party-system failure.

Customer will cooperate with reasonable number verification, carrier registration, fraud-prevention, and acceptable-use requirements. Number assignment, ownership, portability, and recurring charges depend on the applicable order and provider rules. Customer must not port, transfer, resell, spoof, or use a number contrary to those terms.

If Customer forwards an existing number, Customer is responsible for establishing and removing forwarding with its carrier unless the order states otherwise. At offboarding, Customer must complete routing rollback and any Customer-controlled porting steps by the agreed date. Calls may fail, reach voicemail, or follow carrier fallback behavior during configuration changes or outages.

Outbound calls, SMS, or email may be used only where enabled. Customer must obtain required consent and comply with applicable telemarketing, automated-call, messaging, opt-out, do-not-call, and registration requirements. Service features do not make a campaign automatically compliant.

Customer must identify itself accurately, use only contact lists and data it is authorized to use, maintain the records needed to demonstrate consent, and promptly update suppression lists. If a recipient revokes consent or uses a supported opt-out command, Customer must not direct continued messages except as law permits for confirmation or transactional purposes.

• No spam, harassment, fraud, or deceptive caller identity.
• No unauthorized robocalling or use of purchased lists without appropriate rights and consent.
• No impersonation or misleading claim that an AI system is a person.
• Honor STOP and similar opt-out requests and maintain required suppression records.
• No purchased, scraped, or third-party list unless Customer has documented rights and the communications are lawful.
• No content that is deceptive, threatening, discriminatory, obscene, or intended to facilitate an unlawful act.

Availability depends on connected-system data and Customer configuration. Customer remains responsible for reviewing consequential bookings, correcting errors, and fulfilling appointments and services. The Services must not guarantee technician arrival, final pricing, warranty coverage, inventory, diagnosis, or service availability unless the Customer expressly authorizes the statement and the connected workflow reliably supports it.

A third-party processor such as Stripe may process payments. Black Diamond Labs may bill Customer through its own account. For payments between Customer and a Caller or End Customer, Customer remains the merchant or service provider unless a separate agreement states otherwise and remains responsible for fulfillment, refunds, disputes, taxes, and customer service. Voice agents should not collect complete card numbers. Payment links and connected accounts remain subject to provider terms.

Customer will keep connected availability, staffing, service-area, price, warranty, and inventory information current. A requested appointment is not confirmed unless the configured workflow and system of record indicate confirmation. Customer will maintain a process to detect conflicts, contact affected End Customers, and correct cancellations, duplicates, synchronization delays, or other booking errors.

Black Diamond Labs is not a party to a payment between Customer and an End Customer unless a separate signed agreement expressly says otherwise. Payment-status data can be delayed or inaccurate due to provider conditions. Customer must not configure the voice agent to request a complete card number, security code, bank credential, or account password.

Customer controls which supported third-party accounts, APIs, calendars, databases, and other systems it authorizes. Customer must maintain valid accounts and authorized access. Integrations may use OAuth, service accounts, webhooks, or other scoped methods and may stop working after token revocation, provider outages, API changes, rate limits, synchronization delays, or configuration errors.

Third-party services are governed by their own terms. Black Diamond Labs does not guarantee continued availability of an integration, but will perform any specific support, notice, or remediation commitment stated in an applicable order or SLA. Customer must not provide secrets through prompts, call scripts, or unapproved channels.

Customer authorizes Black Diamond Labs to access and exchange data with each supported integration solely to provide the Customer-directed workflow. Customer represents that it has authority to grant the selected scopes, access the selected resources, and direct processing of the exchanged data.

Customer is responsible for reviewing provider terms, maintaining paid or licensed provider accounts, keeping administrator contacts current, and revoking access when no longer needed. Black Diamond Labs may disable an integration that creates a security risk, repeatedly fails, exceeds documented limits, or is no longer supported.

Synchronization is not instantaneous. Webhooks may be delayed or duplicated, provider data may be stale, and APIs may return incomplete or conflicting information. Customer will maintain reasonable error handling and a correction process for workflows that depend on third-party data.

Customer may use the Services only for lawful, authorized business purposes and within documented technical limits. Legitimate home-service intake and routing are permitted, but the Services must not be used for unsupported diagnosis or emergency advice.

We may investigate suspected misuse and suspend or restrict access when reasonably necessary to protect people, systems, Customers, or legal compliance. We will consider context and use proportionate measures where practicable.

Customer may not help another person perform a prohibited act, attempt to circumvent a restriction, or use the Services in a way that materially degrades availability for others. We may preserve relevant records, cooperate with lawful requests, and report apparent illegal conduct where permitted or required.

• No emergencies, medical diagnosis, legal advice, financial advice, safety-critical control, or unapproved collection of highly sensitive information.
• No autonomous credit, eligibility, employment, insurance-underwriting, or other consequential decisions without legally required safeguards and an express written agreement.
• No fraud, impersonation, harassment, illegal surveillance, unlawful discrimination, malware, system intrusion, or circumvention of authorization and consent requirements.
• No infringement or misuse of intellectual property, privacy, publicity, confidentiality, or other rights.
• No interference with Service integrity, unauthorized security testing, scraping beyond documented interfaces, abusive load, or bypass of access controls.
• No collection or disclosure of authentication secrets, complete payment-card data by voice, government identification numbers, precise protected health information, or similarly sensitive data outside an expressly supported and contractually approved workflow.
• No use involving weapons, critical infrastructure control, emergency dispatch, or physical systems where failure could reasonably cause death, serious injury, or substantial property damage.

Black Diamond Labs and its licensors retain all rights in the Services, software, models, templates, interfaces, documentation, configurations developed independently of Customer Data, and related technology. Subject to payment and these Terms, Customer receives a limited, non-exclusive, non-transferable right to use the Services during the applicable term for its internal business purposes.

No right to use Black Diamond Labs names, logos, or product marks is granted. Feedback may be used without restriction or compensation, but it does not transfer Customer Data or Customer confidential information to us.

Customer may not copy, modify, rent, lease, sell, sublicense, distribute, reverse engineer, decompile, or attempt to derive source code or non-public methods from the Services except to the limited extent a restriction is prohibited by law. Customer may not remove proprietary notices, bypass usage controls, or use unauthorized access to build or operate a competing hosted service.

If Customer provides feedback or suggestions, Customer grants Black Diamond Labs a perpetual, irrevocable, royalty-free right to use them without identifying Customer or disclosing Customer Confidential Information. No implied license is granted to either party.

An order may include setup or onboarding fees, subscription fees, usage-based fees, included call-minute allowances, overage, disclosed third-party pass-through costs, taxes, and payment timing. Customer authorizes the agreed billing method. We may suspend paid Services after reasonable notice of overdue amounts. Fees are non-refundable except as required by law or stated in an order.

A pilot order may define scope, price, usage limits, support, acceptance criteria, and termination. Pilot-specific or preview features are subject to their written pilot terms; these Terms do not label all Services as beta.

Unless a signed order or SLA expressly states otherwise, we do not guarantee uptime, latency, response time, answer rate, booking rate, revenue, or any other service level or business result.

Our Privacy Policy explains our processing practices. A DPA may apply when we process personal information for Customer. Each party will meet the responsibilities assigned to it under applicable law and agreement.

We maintain reasonable administrative, technical, and organizational safeguards appropriate to the Services. No system is perfectly secure. Customer is responsible for its own accounts, endpoints, connected systems, permissions, and secure handling of credentials. Security or compliance commitments beyond these Terms must be stated in a signed agreement.

Customer will notify Black Diamond Labs promptly of suspected unauthorized use, security events involving the Services, or compromised integration credentials. The parties will cooperate on incident investigation and legally required notices according to their roles. A DPA or security addendum may define incident notification, subprocessor, audit, deletion, and transfer obligations in more detail.

Black Diamond Labs does not represent through these Terms that the Services are certified under SOC 2, HIPAA, PCI DSS, or another standard, or that Customer’s use will satisfy a sector-specific law. Customer must obtain written approval before using the Services for a regulated workload that requires commitments not stated in its order.

Either party may terminate as provided in an order. Customer may stop using the Services and cancel through the agreed process. We may suspend or terminate for material breach, nonpayment, unlawful or dangerous use, security risk, or when required by law, generally after notice and a reasonable cure opportunity where circumstances permit.

On termination, access may be revoked; Customer must remove call forwarding or routing, disconnect integrations, revoke credentials, and complete any Customer-controlled number-porting step. We will support contractually available data export and number-porting processes, but do not guarantee that a provider will complete a port. Data deletion follows the Privacy Policy, applicable order, backup cycles, and legal obligations. Outstanding fees survive termination.

If Customer materially breaches these Terms and the breach can be cured, we will ordinarily provide notice and a reasonable cure period before termination. Immediate suspension may occur for a credible security threat, fraud, unlawful communications, danger to people or systems, provider or legal requirement, or use likely to cause material harm. We will limit a suspension to the affected portion where reasonably practicable.

Before the effective termination date, Customer should request any contractually available export and identify number or integration transition needs. After termination, we may delete Customer Data from active systems according to the Privacy Policy, order, DPA, legal holds, and backup cycles. Sections concerning payment, ownership, confidentiality, privacy, disclaimers, liability, indemnity, disputes, and any provision that by nature should survive will continue to apply.

We may modify, replace, restrict, or discontinue features as products, providers, legal requirements, or operational needs change. Where reasonably practicable, we will provide notice of a material reduction affecting an active paid Service. We are not responsible for third-party services outside our control, but this does not limit obligations expressly assumed in an order or SLA.

The Services depend on carriers, cloud platforms, model and speech providers, databases, identity services, payment processors, messaging networks, and Customer systems. Those services may change terms, impose limits, experience outages, or discontinue functionality. Black Diamond Labs may replace a provider with a reasonably comparable provider where permitted by the applicable agreement.

Black Diamond Labs is not responsible for third-party products, content, or acts outside its control. Customer’s dispute with a third-party provider is governed by that provider’s terms. This allocation does not excuse Black Diamond Labs from reasonable vendor management or from obligations expressly assumed in a signed agreement.

Customer will defend, indemnify, and hold harmless Black Diamond Labs and its affiliates, personnel, and service providers from third-party claims, losses, fines, penalties, and reasonable legal fees arising from Customer Data; Customer’s products or services; Customer’s breach of these Terms; unlawful recording, communications, or configuration; Customer-authorized workflows; or Customer’s violation of law or third-party rights.

We will provide prompt notice and reasonable cooperation at Customer’s expense. Customer will control the defense with counsel reasonably acceptable to Black Diamond Labs, but may not settle a claim in a way that admits fault by, imposes an obligation on, or fails to unconditionally release Black Diamond Labs without written consent. Black Diamond Labs may participate with its own counsel at its own expense. A delay in notice relieves Customer only to the extent materially prejudiced.

These Terms and disputes arising from them or the Services are governed by New York law, without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction and venue in state and federal courts located in New York, New York, unless an applicable signed order states otherwise.

Before filing a claim, each party will provide written notice describing the dispute and attempt in good faith to resolve it for 30 days. Either party may seek temporary or injunctive relief when necessary to protect security, confidentiality, or intellectual-property rights.

These Terms, the Privacy Policy, and applicable signed orders, DPAs, and SLAs are the entire agreement for the Services and replace prior discussions on that subject. Customer may not assign the agreement without our consent; we may assign it in connection with a merger, reorganization, financing, or sale of relevant assets. Invalid provisions will be modified to the minimum extent needed, and the rest remain effective. Failure to enforce a provision is not a waiver.

The parties are independent contractors. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Customer must comply with applicable export-control and sanctions laws. Notices may be delivered through the Services, email, or an address specified in an order. Provisions that by nature should survive, including payment, confidentiality, intellectual property, disclaimers, liability, indemnity, and disputes, survive termination.

We may update these Terms by posting the revised version and updating the date above. We will provide additional notice of material changes when required by law or an applicable agreement. Changes do not retroactively alter a signed order unless the parties agree.