Dialogue AI Inc.
Participant Terms of Service
Effective Date: 2025-06-03
WELCOME TO DIALOGUE! PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“TERMS” OR “AGREEMENT”) CAREFULLY. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND DIALOGUE AI INC. (“DIALOGUE,” “WE,” “US” OR “OUR”). Dialogue provides a research platform and related services, modules and product offerings (collectively, the “Platform”). Our Platform provides researchers (“Researchers”) with access to the Platform, designed to allow Researchers to run market research and other studies (each, a “Study”) and recruit participants for the Study (“you”, “your” or “Participant”). These Terms govern your use, and Dialogue’s provision to you, of the web application and any mobile application offered by Dialogue for Participants with a link to these Terms (collectively, the “Participant App” or “Participant Application”), and any content, information, services, features, or resources available or enabled on the Participant App (collectively, the “Services”). To the extent there is any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control with respect to the Services or feature to which the Supplemental Terms relate. Further, you may be required to accept additional terms and conditions in connection with your participation in any Study with a Researcher (“Study Terms”). Any such additional Study Terms will be between the applicable Researcher(s) and you, and Dialogue is not a party to any such Study Terms.
BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; AND (II) YOU ARE NOT A PERSON OR ENTITY BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT. IF YOU ARE A PARTICIPANT UNDER THE AGE OF EIGHTEEN (18) YEARS OLD, YOU AGREE THAT YOU HAVE REVIEWED THESE TERMS WITH YOUR PARENT OR LEGAL GUARDIAN AND HE OR SHE AGREES TO THESE TERMS AND OUR PRIVACY POLICY ON YOUR BEHALF AND TAKES FULL RESPONSIBILITY FOR YOUR COMPLIANCE WITH THESE TERMS.
IMPORTANT INFORMATION ABOUT ARBITRATION, CONSENTS AND UPDATES TO THE AGREEMENT. PLEASE BE AWARE THAT SECTION 14 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND DIALOGUE HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. SECTION 14 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND DIALOGUE BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE OF THE AGREEMENT: (I) YOU AND DIALOGUE WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (II) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
PLEASE BE AWARE THAT SECTION 5 (DIALOGUE COMMUNICATIONS) OF THE AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL AND TEXT MESSAGE.
THE AGREEMENT IS SUBJECT TO CHANGE BY DIALOGUE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Dialogue will make a new copy of the Terms available on Dialogue’s website located at https://www.dialogueai.com/ (the “Site”) and the Participant App, and any new Supplemental Terms will be made available from within, or through, the affected Services. We will also update the “Last Updated” date at the top of the Terms. If we make material changes to the Terms, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 2.1) or another manner through the Services (which may include posting an announcement on the Site or Participant App). Dialogue may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE AND THE PARTICIPANT APP TO VIEW THE THEN-CURRENT TERMS.
1. Use of The Services.
1.1 The Services. The Services are designed to enable market research and other research studies, and offers Participants the opportunity to be part of such research. As used herein, “Participant Data” means information (whether personally identifiable, anonymous, or pseudo anonymous) related to a Participant that is supplied by such Participant, directly or indirectly, to Dialogue, including through any interviews you participate in, that take place or are facilitated through the Platform (“Interview”). Individualized tasks, including Interviews, and surveys, may be presented and assigned to you by Dialogue or the Researcher of the Study or Studies you are participating in.
1.2 AI Interviewer. Dialogue provides certain features, including an artificial intelligence-powered Interview function that asks questions to Participants on behalf of Researchers and responds to Participants with automated replies (“AI Interviewer”). The AI Interviewer leverages certain third-party services or applications to power the AI Interviewer function. By using these functions, you hereby consent and authorize Dialogue to share any Participant Data you provide with one or more third party providers to the minimum extent required to complete your request or as otherwise set forth in this Agreement. YOU, AND NOT DIALOGUE, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THESE FUNCTIONS. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF THE INFORMATION PROVIDED BY THE AI INTERVIEWER OR ANY OTHER AI-ENABLED FEATURE MADE AVAILABLE THROUGH DIALOGUE OR SUCH THIRD-PARTY PROVIDERS IS AT YOUR OWN RISK. BECAUSE THE AI INTERVIEWER UTILIZES ARTIFICIAL INTELLIGENCE TO COMMUNICATE WITH YOU, OUR AI INTERVIEWER MAY PROVIDE INFORMATION THAT IS AN INACCURATE RESPONSE TO YOUR STATEMENTS, QUESTIONS, COMMENTS, OR RESPONSES IN ITS INTERACTIONS WITH YOU. YOU AGREE THAT DIALOGUE WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR THE AI INTERVIEWER (OR ANY OTHER AI-ENABLED FEATURE MADE AVAILABLE BY DIALOGUE OR THIRD-PARTY PROVIDERS) PROVIDING INACCURATE INFORMATION TO YOU.
1.3 Participant Data. By agreeing to these Terms, you hereby grant to Dialogue a non-exclusive, worldwide, royalty-free, and fully paid, irrevocable, and perpetual license, to use your Participant Data for purposes of (a) providing the Services, including to share and sublicense your Participant Data with the Researcher(s) of the Study or Studies you are participating in for purposes of conducting the Study; and (b) improving the Services, including to train or fine tune our artificial intelligence algorithms and large learning models (collectively, “Models”). You also expressly acknowledge and agree that we may use your Participant Data to recommend you to Researchers for Studies in which we believe you may be interested in participating. Please refer to our Privacy Policy to better understand how Dialogue uses your Participant Data.
1.4 Consent to Recording of Interviews. You acknowledge and agree that any Interviews in which you participate may be recorded and/or monitored and/or transcribed for training, quality assurance or other business purposes, including to improve the Services (and without limitation, to train and fine-tune the Models). You also agree that we and our third-party service providers may record and use information about your interactions with the Platform and Services, and your communications with us (including, via our AI tools and chat features) for quality assurance, research, development and other purposes as described in this Agreement and our Privacy Policy.
1.5 Third-Party Accounts. You may link or connect certain third-party accounts associated with third-party platforms and applications (each, a “Third-Party Account”) as part of the functionality of the Services. You must expressly authorize Dialogue to link certain Third-Party Accounts with the Services, and as applicable, to allow Dialogue to access the Participant Data contained therein. You represent that you are entitled to grant Dialogue access to your Third-Party Account (including, for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account. By granting Dialogue access to any Third-Party Accounts, you understand that Dialogue may access, make available and store (if applicable) the Participant Data other materials that you have provided to and stored in your Third-Party Account so that it is available on and through the Services and for use as set forth in this Agreement. Personally identifiable information contained within a Third-Party Account may be available on and through the Services. By granting us access to any Third-Party Account: (a) you represent and warrant that you are entitled to disclose any log-in information you provide in connection therewith and/or grant us access to such Third-Party Account(s); (b) you represent and warrant that you are in good standing with respect to such Third-Party Accounts, including with respect to any account you have with the provider(s) of such Third-Party Accounts; and (c) you acknowledge that we may access and use data in connection with your Third-Party Accounts in accordance with this Agreement and our Privacy Policy that governs your use of the App and Platform. You acknowledge and agree that each Third-Party Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Third-Party Account. We will have no liability for any unavailability of any Third-Party Account, or any third-party provider’s decision to discontinue, suspend or terminate any Third-Party Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND DIALOGUE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Dialogue is not responsible for any Participant Data or content made available through a Third-Party Account, including but not limited to, accuracy or legality of, or infringement by, such data.
If you do not expressly authorize us to connect your Account with a Third-Party Account we will not have access to the Participant Data and content contained therein and our ability to provide Services to you may be limited.
1.6 Rights to use the Services. The Services are protected by copyright laws throughout the world. Subject to the Agreement, Dialogue grants you the right to access and use the features and functionality of the Participant App. Unless otherwise specified by Dialogue in a separate license, your right to use any part of the Services is subject to the Agreement. Dialogue, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any part of the Services terminates the licenses granted by Dialogue pursuant to the Agreement.
1.7 Application License. For any Participant App made available as part of the Services, Dialogue grants you, subject to your compliance with the Agreement, a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Participant App on a single mobile device or computer that you own or control and to run such copy of the Participant App solely for your own personal use.
1.8 Updates. You understand that the Services are evolving. You acknowledge and agree that Dialogue may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services. Any future release, update or other addition to the Services shall be subject to the Agreement.
1.9 Certain Restrictions. By accessing and using the Services you agree that you will not, and will not permit any third party to: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or any portion of the Services or any content displayed thereon; (b) use any metatags or other “hidden text” using Dialogue’s name or trademarks; (c) frame or utilize framing techniques to enclose any trademark, logo, or other Dialogue content (including images, text, page layout or form) of Dialogue; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) access or use the Services in order to build a similar or competitive website, product, or service; and (f) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages or components of the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from web pages in the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.
1.10 No Support or Maintenance; Necessary Equipment. You acknowledge and agree that Dialogue will have no obligation to provide you with any support or maintenance in connection with the Services. As between us and you, you are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
1.11 Ownership. Excluding any Participant Data that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Dialogue or Dialogue’s suppliers. Neither the Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1. Dialogue and its suppliers reserve all rights not granted in the Agreement. There are no implied licenses granted under the Agreement.
2. Registration and Accounts.
2.1 Registration and Account Creation. In order to access and use certain features of the Services, you may need to register or create an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form, including (but not limited to) your name, an email address, password, and address. You agree to provide information required for your use of the Services that is, and to update such information so it remains true, accurate, current and complete. Dialogue reserves the rights to establish eligibility criteria to use the Services, and in some cases, at our sole discretion, impose limitations or restrictions on certain Accounts including, but not limited to, deletion of Accounts.
2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Dialogue of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. Dialogue cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3. Feedback. If you provide Dialogue with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Dialogue all rights in such Feedback and agree that Dialogue shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Dialogue will treat any Feedback you provide to Dialogue as non-confidential and non-proprietary. You agree that you will not submit to Dialogue any information or ideas that you consider to be confidential or proprietary.
4. Acceptable Use Policy.
You agree not to: (a) use the Services to upload, transmit, display, distribute, or directly upload any Participant Data that (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party, or is otherwise objectionable; (b) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (c) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (d) abuse other users’ personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (e) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (f) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (g) interfere with any other user’s use and enjoyment of the Services; (h) impersonate any person or entity, including any employee or representative of Dialogue; (i) record or screen capture content that is made available to you on the Services; or (j) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file). You acknowledge that the Services (i) are not intended for the processing of individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act and its implementing regulations and (ii) are not intended to process any personal information of children under 13 or the applicable age of digital consent, and you agree, represent, and warrant that you will not make available any such Participant Data described in (i) or (ii) through the Platform, including as part of an Interview.
5. Dialogue Communications.
5.1 Generally. You may have the opportunity to provide us with your phone number or e-mail address. By providing your phone number or email address to us, you consent to receive SMS/text messages, and email communications from Dialogue. Communications from us may include communications about your use of the Services.
5.2 Promotional Email Communications. If you opt-in to receive marketing or promotional email communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SERVICES. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE SITE OR SERVICES.
5.3 Electronic Communications. The communications between you and Dialogue use electronic means, whether you use the Services or send us emails, or whether Dialogue posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Dialogue in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Dialogue provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights or your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
6. Indemnification.
You agree to indemnify and hold Dialogue (and its officers, employees, licensors, and agents) (collectively, the “Dialogue Parties”) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your Participant Data, (c) your violation of the Agreement, or (d) your violation of applicable laws or regulations. Dialogue reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Dialogue. Dialogue will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
7. Third-Party Links And Applications; Other Users
(a) Third-Party Links and Applications. The Services may contain links to third-party websites and services, and applications for third parties (collectively, “Third-Party Links and Applications”). Such Third-Party Links and Applications are not under the control of Dialogue, and Dialogue is not responsible for any Third-Party Links and Applications. Dialogue provides access to these Third-Party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications. You use all Third-Party Links and Applications at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications, the applicable third-party’s terms and policies apply, including the third-party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Applications.
7.2 Other Users. Your interactions with other users, including Researchers, are solely between you and such users. You agree that Dialogue will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Services, we are under no obligation to become involved. Provided, however, we reserve the right to intercede in such disputes at our sole discretion.
8. Investigations, Monitoring, & No Obligation to Pre-screen Content. Dialogue may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services, including Interviews and the Participant Data, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Participant Data, including without limitation chat, text, or voice communications. Without limiting the foregoing, Dialogue reserves the right to: (a) remove or refuse to post any of Participant Data for any or no reason in our sole discretion; (b) take any action with respect to any of Participant Data that we deem necessary or appropriate in our sole discretion, including if we believe that such Participant Data violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Dialogue; (c) except to the extent prohibited by applicable law, disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Services or if Dialogue otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Dialogue, may, at its sole discretion immediately terminate your license to use the Services, or change, alter or remove Participant Data, in whole or in part, without prior notice to you. If Dialogue believes that criminal activity has occurred, Dialogue reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Services, including Participant Data, in Dialogue’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Participant Data violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Dialogue, its users or the public, and all enforcement or other government officials, as Dialogue in its sole discretion believes to be necessary or appropriate.
9. Release.
You hereby release and forever discharge the Dialogue Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including interactions with any other users of the Services or any Third-Party Links and Applications). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by Dialogue or for fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.
10. Disclaimers.
10.1 Generally. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE. THE DIALOGUE PARTIES HAVE NO LIABILITY FOR RESULTS IN CONNECTION WITH THE SERVICES OR THE ACTIONS OR OMISSIONS OF ANY USER. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT WHETHER PROVIDED BY DIALOGUE OR ANOTHER USER OF THE SERVICES. THE DIALOGUE PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE DIALOGUE PARTIES MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. FROM TIME TO TIME, DIALOGUE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT DIALOGUE’S SOLE DISCRETION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DIALOGUE OR THROUGH SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
10.2 Third-Party Offerings. YOU ACKNOWLEDGE AND AGREE THAT THE DIALOGUE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE DIALOGUE PARTIES LIABLE, FOR (I) THE CONDUCT OF THIRD PARTIES (INCLUDING, THIRD-PARTY ACCOUNT OPERATORS, RESEARCHERS, AND RESEARCHERS’ AFFILIATED INSTITUTIONS) OR (II) THIRD-PARTY OFFERINGS SUPPLIED BY THIRD-PARTY PROVIDERS. THE RISK OF INJURY FROM ANY THIRD-PARTY ACCOUNT OPERATORS OR THE THIRD-PARTY OFFERINGS RESTS ENTIRELY WITH YOU. DIALOGUE HAS NO CONTROL OVER SUCH THIRD-PARTY ACCOUNT OPERATORS OR THE THIRD-PARTY OFFERINGS. DIALOGUE DOES NOT GUARANTEE THAT A PROVIDER OF A THIRD-PARTY OFFERING WILL FULFILL ITS OBLIGATIONS TO YOU. YOU ACKNOWLEDGE AND AGREE THAT DIALOGUE HAS NO OBLIGATION TO RESOLVE ANY DISPUTES BETWEEN YOU AND ANY THIRD PARTY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE DIALOGUE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY PART THEREOF, EVEN IF DIALOGUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY ($50) U.S. DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DIALOGUE AND YOU.
12. Term and Termination
Subject to this Section, the Agreement will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of the Agreement. Upon termination of your rights under the Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your Participant Data associated with your Account from our live databases. Dialogue will not have any liability whatsoever to you for any termination of your rights under the Agreement, including for termination of your Account or deletion of your Participant Data. Even after your rights under the Agreement are terminated, the following provisions of the Agreement will remain in effect: Sections 1.3, 1.6, 1.9, 1.11, and 3, 6, 9, 10, 11, 12, 13, 14, and 15.
13. Copyright Policy
Dialogue respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
(a) your physical or electronic signature;
(b) identification of the copyrighted work(s) that you claim to have been infringed;
(c) identification of the material on our services that you claim is infringing and that you request us to remove
(d) sufficient information to permit us to locate such material;
(e) your address, telephone number, and e-mail address;
(f) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and g. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Dialogue is:
Benjamin Lo
Dialogue AI Inc.
2450 Colorado Avenue, Suite 100E
Santa Monica, CA 90404
Email: legal@dialogueai.com
14. Arbitration Clause and Class Action Waiver.
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires that you and Dialogue arbitrate disputes against one another. Dispute Resolution: PLEASE BE AWARE THAT THIS SECTION 14 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND DIALOGUE HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 14 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND DIALOGUE BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION 14 CAREFULLY.
14.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Dialogue agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Dialogue may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Dialogue may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.
14.2 Informal Dispute Resolution. There may be instances when a Dispute arises between you and Dialogue. If that occurs, Dialogue is committed to working with you to reach a reasonable resolution. You and Dialogue agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Dialogue therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference.
14.3 The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to Dialogue that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@dialogueai.com or regular mail to our offices located at Dialogue AI Inc., 2450 Colorado Avenue, Suite 100E, Santa Monica, California 90404. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
14.4 Waiver of Jury Trial. YOU AND DIALOGUE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Dialogue are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
14.5 Waiver of Class and Other Non-Individualized Relief. YOU AND DIALOGUE AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 14.10 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 14.10 (Batch Arbitration) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Dialogue agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Palo Alto, California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Dialogue from participating in a class-wide settlement of claims.
14.6 Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and Dialogue agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and otherwise agree, or the Batch Arbitration process discussed in subsection 14.10 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the applicable JAMS rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.
You and Dialogue agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
14.7 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the JAMS roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then JAMS will appoint the arbitrator in accordance with the applicable JAMS rules, provided that if the Batch Arbitration process under subsection 14.10 (Batch Arbitration) is triggered, JAMS will appoint the arbitrator for each batch.
14.8 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
14.9 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Dialogue need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
14.10 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Dialogue agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Dialogue by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Dialogue.
You and Dialogue agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
14.11 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Dialogue AI Inc., 2450 Colorado Avenue, Suite 100E, Santa Monica, California 90404, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Dialogue account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
14.12 Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Dialogue as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
14.13 Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Dialogue makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Dialogue at: Dialogue AI Inc., 2450 Colorado Avenue, Suite 100E, Santa Monica, California 90404, your continued use of the Services, including the acceptance of products and services offered on or through the Services, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Agreement, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Dialogue will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
15 General
15.1 App Stores. App Stores. You acknowledge and agree that the availability of the Participant Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Dialogue and not with the App Store. Dialogue, not the App Store, is solely responsible for the Services, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it. You acknowledge that neither Apple nor Google (each, an “App Provider”) has any obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Dialogue and the App Provider, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Dialogue. You and Dialogue acknowledge that, as between Dialogue and the App Provider, the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and Dialogue acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Dialogue and an App Provider, First Party, not the App Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
15.2 Beta Features. Dialogue may from time to time provide features, services, tools or functionality as a part of the Services, but prior to their general release, i.e., in “beta” mode (“Beta Features”). Notwithstanding anything to the contrary in these Terms, such Beta Features are made available at Dialogue’s sole discretion and may be modified or discontinued at any time without notice. Beta Features are offered without warranty of any kind, and Section 10 shall apply with full force to such Beta Features.
15.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Dialogue’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
15.4 Force Majeure. Dialogue shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
15.5 Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and Dialogue agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Los Angeles, California.
15.6 Notice. Where Dialogue requires that you provide an e-mail address, you are responsible for providing Dialogue with your most current e-mail address. In the event that the last e-mail address you provided to Dialogue is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Dialogue’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Dialogue at the following address: 2450 Colorado Avenue, Suite 100E, Santa Monica, California 90404. Such notice shall be deemed given when received by Dialogue by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
15.7 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
15.8 Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
15.9 International Users. The Site and other parts of the Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Dialogue intends to announce such services or content in your country. The Services are controlled and offered by Dialogue from its facilities in the United States of America. Dialogue makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
15.10 Export Control. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Dialogue, or any products utilizing such data, in violation of the United States export laws or regulations.
15.11 Copyright/Trademark Information. Copyright © 2025, Dialogue AI Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. All goodwill generated from the use of any Dialogue Marks will inure to Dialogue’s benefit.
15.12 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at the contact information below. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. In addition, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
15.13 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
15.14 Contact Information. For questions about this Agreement, please contact Dialogue at the following address:
Dialogue AI Inc.
2450 Colorado Avenue, Suite 100E
Santa Monica, California 90404