Terms of Use

Effective: June 30, 2024

Thank you for using Dialogue Labs LLC!

These Terms of Use apply to your use of Dialogue Labs LLC, the owner and operator of {domain} and other services provided by Dialogue Labs LLC for individuals, along with any associated software applications and websites (collectively, “Services”). These Terms form an agreement between you and Dialogue Labs LLC (the owner and operator of {domain}), a Wyoming company, and include our Service Terms and important provisions for resolving disputes through arbitration. By using our Services, you agree to these Terms.

Our Privacy Policy explains how we collect and use personal information. Although it does not form part of these Terms, it is an important document that you should read. Please note that these Terms apply to the extent that the services are provided.

I. Who we are

{who_we_are}

II. Registration and access

Minimum age: You must be at least 18 years old to use the Services.

Registration: There is no registration. We only ask you to provide your e-mail address to provide you with assistance.

III. Using our Services

What you can do: Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as any other documentation, guidelines, or policies we make available to you.

What you cannot do: You may not use our Services for any illegal, harmful, or abusive activity. For example, you may not:

• Use our Services in a way that infringes, misappropriates, or violates anyone’s rights.
• Modify, copy, lease, sell, or distribute any of our Services.
• Attempt to or assist anyone to reverse engineer, decompile, or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).
• Automatically or programmatically extract data or Output (defined below).
• Represent that Output was human-generated when it was not.
• Interfere with or disrupt our Services, including circumventing any rate limits or restrictions or bypassing any protective measures or safety mitigations we put on our Services.
• You may not use our data or content for any purpose including training competing LLM models.

Software: Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you’re using the latest version. Our software may include open-source software that is governed by its own licenses that we’ve made available to you.

Third-party Services: Our services may include third-party software, products, or services (“Third-Party Services”), and some parts of our Services, like our browse feature, may include output from those services (“Third-Party Output”). Third-Party Services and Third-Party Output are subject to their own terms, and we are not responsible for them.

Feedback: We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

IV. Content

Your content: You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Ownership of content: As between you and Dialogue Labs LLC, the owner and operator of {domain}, and to the extent permitted by applicable law, we (a) retain your ownership rights in Input and (b) own the Output.

Similarity of content: Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services.

Our use of content: We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

Accuracy: Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

When you use our Services you understand and agree:

• Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
• You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
• You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
• Our Services may provide incomplete, incorrect, or offensive Output that does not represent Dialogue Labs LLC or {domain}’s views. If Output references any third-party products or services, it doesn’t mean the third party endorses or is affiliated with Dialogue Labs LLC or {domain}.

V. Our IP rights

We and our affiliates own all rights, title, and interest in and to the Services.

VI. Termination and suspension

Termination: You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to our Services or delete your account if we determine:

You breached these Terms or our Usage Policies.
We must do so to comply with the law.
Your use of our Services could cause risk or harm to Dialogue Labs LLC (the owner and operator of {domain}), our users, or anyone else.

We also may terminate your account if it has been inactive for over a year. If we do, we will provide you with advance notice.

Appeals: If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting our Support team.

VII. Discontinuation of Services

We may decide to discontinue our Services, but if we do, we will give you advance notice.

VIII. Disclaimer of warranties

OUR SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO THE SERVICES AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

IX. Limitation of liability
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

DIALOGUE LABS LLC’S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS SECTION.

X. Indemnity

If you are a business or organization, to the extent permitted by law, you will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third-party claims arising out of or relating to your use of the Services and Content or any violation of these Terms.

XI. Dispute resolution

YOU AND DIALOGUE LABS LLC, THE OWNER AND OPERATOR OF {DOMAIN}, AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

MANDATORY ARBITRATION:
Arbitration is an alternative to litigation that provides parties with an efficient way to resolve disputes. Arbitration is similar to litigation, but happens outside the court system, using an arbitrator instead of a judge or jury to resolve the dispute. Agreement to arbitration is a required condition of your use of the Site. You and Company agree that if any controversy, allegation, or claim arises out of or relates to the Site, the Content, your User Content, these Terms, any of Company’s actual or alleged intellectual property rights, or any Additional Terms (“Dispute”), including questions about whether the Dispute is subject to arbitration, that Dispute shall be resolved according to this Section. You and Company also agree that if the Dispute cannot be resolved informally, it shall be resolved by binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an independent national arbitration association, in accordance with JAMS’ rules. Information about JAMS and its rules can be found at www.jamsadr.com or by calling JAMS at (800) 352-5267.

You and Dialogue Labs LLC, the owner and operator of {domain} agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed (a “Dispute”), through final and binding arbitration. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect by filling out this form. If you opt out of an update, the last set of agreed-upon arbitration terms will apply.

Informal dispute resolution: We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us notice. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

If there is an arbitration, Company will pay for the arbitrator and the forum. Regardless of whether you or Company initiate the arbitration, Company will pay all costs associated with the arbitration, including JAMS’ fees and the fees for the arbitrator’s services. However, Company will not pay and you will be responsible for your attorneys’ fees if you choose to be represented by an attorney.

Company desires a fair process, and the arbitration will meet the standards set by JAMS designed to ensure a fair hearing, including the selection of an independent, neutral arbitrator who has no relationship with Company or its management. You agree that, notwithstanding any provision in these terms regarding applicable substantive law, any arbitration conducted under this Section shall be governed by the Federal Arbitration Act (“FAA”) (9 U.S. Code §§ 1-16). This Section can only be amended by mutual agreement.

Binding Arbitration: If we cannot resolve a Dispute informally within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND COMPANY MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.

A Dispute will be resolved solely by binding arbitration administered by JAMS, in accordance with JAMS’ then-current Streamlined Arbitration Rules and Procedures (“Rules”). To start the arbitration process, Company or you will send a written request for arbitration to JAMS at 8401 N. Central Expressway, Suite 610, Dallas, TX 75225 by U.S. mail or a reputable overnight delivery service (for example, Federal Express). You must also send a copy of any arbitration request to us at [email protected] so that we are aware of the arbitration and can pay JAMS’ fee. JAMS will select a location for the arbitration, according to its procedural standards, that will be convenient for you. An arbitrator will be selected and govern the process, and he or she will issue a final and binding arbitration award.

Limited Time to File Claims: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST INITIATE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN HEREIN WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED. “Initiating” means, as applicable: (a) by delivery of written notice as set forth above; or (b) filing for arbitration with JAMS. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to a Dispute.

Injunctive Relief: The foregoing provisions of this Section will not apply to any claim by you or Company seeking an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, your User Content and/or Company’s intellectual property rights, Company’s operations, and/or Company’s products or services. This Section shall apply to any claims brought by you or Company in any action that do not seek such injunctive or equitable relief.

No Class Actions: YOU AGREE TO FILE ONE ARBITRATION THAT INCLUDES ALL OF YOUR DISPUTES AND JOINS ALL KNOWN DISPUTES. FURTHER, YOU AGREE THAT ANY ACTION YOU BRING SHALL BE INDIVIDUALLY ON YOUR OWN BEHALF AND THAT YOU EXPRESSLY WAIVE THE RIGHT TO BRING A DISPUTE ON A CLASS OR COLLECTIVE BASIS IN ANY FORUM, WHETHER IT BE IN ARBITRATION OR IN A COURT. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO FORM A CLASS OR PROCEED ON A COLLECTIVE BASIS. There shall be no right or authority for any Dispute to be arbitrated on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to below.

Federal and State Courts in Miami Dade County, Florida: Except where arbitration is required above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute arising hereunder may only be instituted in state or Federal court in Miami-Dade County, Florida. Accordingly, you and Company consent to the exclusive personal jurisdiction and venue of such courts for such matters.

Jury Trial Waiver: YOU EXPRESSLY AGREE TO WAIVE THE RIGHT TO HAVE ANY DISPUTE (AS DEFINED IN THESE TERMS) THAT YOU BRING IN STATE OR FEDERAL COURT HEARD BY A JURY.

Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring a Dispute in a small claims court of competent jurisdiction, provided the claim qualifies to be heard in such small claims court.

Severability: If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.

XII. General Terms

Assignment: You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.

Changes to these Terms or our Services: We are continuously working to develop and improve our Services. We may update these Terms or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to:

• Changes to the law or regulatory requirements.
• Security or safety reasons.
• Circumstances beyond our reasonable control.
• Changes we make in the usual course of developing our Services.
• To adapt to new technologies.

We will give you at least 30 days advance notice of changes to these Terms that materially adversely impact you either via email or an in-product notification. All other changes will be effective as soon as we post them to our website. If you do not agree to the changes, you must stop using our Services.

Delay in enforcing these Terms: Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

Entire agreement: These Terms contain the entire agreement between you and Dialogue Labs LLC, the owner and operator of {domain}, regarding the Services and, other than any Service-specific terms, supersede any prior or contemporaneous agreements between you and Dialogue Labs LLC.

Governing law: Florida law will govern these Terms except for its conflicts of laws principles. Except as provided in the dispute resolution section above, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Miami, Florida.