TERMS OF SERVICE AGREEMENT

(last updated February 28, 2022)

Welcome to https://www.dialect.to/ a website (the “Website”) and set of services (collectively, “Service”) provided by Enombic Inc. d/b/a Dialect Labs (“Dialect,” “we,” “our,” or “us”). This Terms of Service Agreement (the “Agreement”) explains the terms and conditions (“Terms and Conditions”) by which you may access and use this Website, the associated protocol and/or Application Programming Interface (API), and any related services (collectively, “Service”). You must read this Agreement carefully. By accessing or using the Website or Service, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Website or Service.

ARBITRATION NOTICE: This Agreement contains a mandatory arbitration clause (below) meaning that users agree to pursue any claims against Dialect before an arbitrator rather than a federal or state court.

BETA PROGRAM NOTICE: You understand and acknowledge that the Website, its features, and the data transmitted through the Website or Service are all being provided as a limited beta program to test out early features of the Website, Service, and underlying code base (“Beta Program”) and are made available on an “AS IS” and “AS AVAILABLE” basis for the purpose of testing the Service and providing Dialect with feedback its quality and usability. The Website and Service may contain errors or inaccuracies that could cause failures, corruption, or loss of data — and/or errors, disruptions, downtime, or failures in transactions conducted on third-party services. Dialect strongly encourages you to back-up all data and information prior to using the Website or Service and to independently verify messages received through the Service, particularly before engaging in any given financial transaction. Moreover, you acknowledge and agree that notifications and messages transmitted through or with the help of the Service will be unencrypted and may be viewable by the general public or interested parties. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA OR FINANCIAL DAMAGE OR LOSS. In addition, Dialect is not obligated to provide any maintenance, technical, or other support for the Service. We may discontinue or change any service or feature of this Beta Program at any time without notice. We do not guarantee backward compatibility of our services or availability of past data.

NOTICE REGARDING THIRD-PARTY KEYS: By using this Service, you acknowledge and agree that the Service is dependent on third-parties usage of certain encryption key pairs — and that if those pairs become compromised or unavailable, it could: (i) affect messages or notifications (transmitted through or with the help of the Service) and render them false, unreliable, or susceptible to spoofing or mis-use; and / or (ii) make the Service unavailable and require users to re-deploy the Service using a new key pair.

General

The Dialect Website and Service may transmit, include, or make available certain third-party content (the “Content”). Content includes, without limitation: (1) notifications and messages, from third-party sites and services (including about positions, balances, transactions, confirmations, and order history); and (2) company names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks”) owned by Dialect; and (3) any other information, content, services, or software.

Dialect is developing a decentralized protocol and API that can package or transmit such Content, but does not inspect or verify the Content, and does not purport to publish or take responsibility for the substance, correctness, timeliness, or delivery of the Content. Specifically, Dialect encourages all users to independently verify messages received through the Service, particularly before engaging in any given financial transaction. Moreover, you acknowledge and agree that notifications and messages transmitted through or with the help of the Service will be unencrypted and maybe viewable by the general public or interested parties.

Dialect is not responsible for any actions taken by you based on the information on this site. Dialect strives to present the most updated and correct information available, but the content presented may not necessarily be true (due to programming errors, API issues, or other reasons), may be superseded by changes in market conditions, and any applicable laws and government actions. If you choose to invest in cryptocurrencies, tokens, or financial products through third-party sites or services, then those transactions are subject to third-party terms of service and may not be insured or guaranteed. Users should consider their individual investment objectives and risk tolerance and consult with a financial professional before investing.

Acceptance of Terms and Conditions

By using the Service and the Content, you agree to follow and be bound by these Terms and Conditions, including the policies referenced herein. Users of Dialect are granted access to the Website and their relationship with Dialect is governed by additional agreements and terms of use, such as the Privacy Policy.

You represent and warrant that: (a) you have full legal authority to enter into this Agreement; (b) you have read and understand this Agreement; and (c) you agree to this Agreement. If you do not have the legal authority to enter into this Agreement, please do not use this Website.

You may not use any of the Services and you may not accept this Agreement if you are not legally authorized to accept and be bound by these terms or are not at least 18 years of age and, in any event, of a legal capacity to form a binding contract with Dialect.

Disclaimers

Disclaimer and Limitations of Liability

The Content and the Service are provided on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, Dialect expressly disclaims all warranties of any kind with respect to the Content and the Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Dialect does not guarantee the accuracy, timeliness, completeness or usefulness of any Content. Moreover, Content will be transmitted in an unencrypted format and may be accessed by third-parties, interested parties, and / or the general public. You agree to use the Content and the Service only at your own risk.

Specifically, you agree that Dialect is not responsible for how you choose to use its Services or Content. For example, if the Service performs as designed and planned, but results in damage, loss, cost, missed opportunity, or third-party spoofing, then you release Dialect from any and all claims and liability. Or if the Service malfunctions in some respect — including due to software error, execution error, key management issues, downtime, or other vulnerability, and results in damage, loss, cost, missed opportunity, or tax liability — then you release Dialect from any and all claims and liability. Moreover, you release Dialect from any liability or losses in connection with the storage, use, or loss of third-party key pairs.

Dialect does not explicitly or implicitly endorse or approve any Content, which is transmitted through the API or protocol and shared for informational purposes only.

The Content is not intended to provide financial, legal, tax, or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. You should consult your legal, investment, and/or tax professional regarding your specific situation. For additional information on how data is provided and used, please see our Privacy Policy.

DIALECT WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Dialect HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE CONTENT OR THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (3) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR THE SERVICE.

No Recommendations or Investment Advice

Dialect helps transmit certain Content, but does not make recommendations or offer investment advice of any kind. You are solely responsible for evaluating the merits and risks associated with the Service before making any decisions. You agree not to hold Dialect liable for any possible claim for damages arising from any decision you make based on the Service or Content. Past performance data should not be construed as indicative of future results.

Decisions to buy, sell, hold or trade in cryptocurrencies or other assets involve risk and are best made based on the advice of qualified financial professionals. Any trading or investments involves a risk of substantial losses. Before undertaking any transaction or trading, you should consult a qualified financial professional. Please consider carefully whether such trading is suitable for you in light of your financial condition and ability to bear financial risks. Under no circumstances shall we be liable for any loss or damage you or anyone else incurs as a result of any trading or investment activity that you or anyone else engages in based on any information or material you receive through Dialect or our Website or Services.

Indemnification

You will indemnify and hold harmless Dialect and its officers, directors, agents, partners, employees, licensors, distributors, representatives, and affiliates from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to your access and/or use of, or interaction with the Content, or any act, error, or omission of your use of your account or any user of your account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any applicable law.

Usage

Beta Program

Your participation in the Beta Program, which remains at the discretion of Dialect, is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Sites and Services for lawful purposes.

Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Dialect, in its sole discretion, may elect to take. In no event will Dialect be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.

Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other materials supplied in connection with such services, shall be for Dialect to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable service.

As part of the Beta Program, from time to time, Dialect may include new and/or updated pre-release features and trial Services for your use and which permit you to provide feedback. You understand Dialect is not obligated to provide you with any Beta features. Furthermore, if you decide to use the Beta features, you agree to abide by any rules or restrictions Dialect may place on them. You understand that once you use the Beta features, you may be unable to revert back to the earlier version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta feature back to the earlier version. The Beta features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, disruption, downtime, corruption, or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta features is at your sole risk.

OFAC Compliance

You may not use these services if you are an individual that is sanctioned by the Office of Foreign Assets Control (OFAC), or otherwise located in any country, region or jurisdiction sanctioned by OFAC or another U.S. agency.

Privacy

Your use of the Services is governed by our Privacy Policy, available here. You agree to the Privacy Policy, and any changes published by Dialect. You agree that Dialect may use and maintain your data according to the Privacy Policy, as part of the Services. By agreeing to these terms you are allowing Dialect to retain and use certain data.

Other Prohibitions

You agree that you will not:

  • Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Services; or
  • Attempt to gain unauthorized access to any portion of the Services.

Content

Third-Party Content

When Content is transmitted through or with the help of the Service, Dialect has not undertaken any duty to verify or update any such information.

Dialect does not prepare, edit, or endorse Third-Party Content. Dialect does not guarantee the accuracy, timeliness, completeness or usefulness of Third-Party Content, and is not responsible or liable for any content, advertising, products, or other materials on or available from third party sites.

You will not hold Dialect liable in any way for (a) any inaccuracy of, error or delay in, or omission of the Content; or (b) any loss or damage arising from or occasioned by i) any error or delay in the transmission of such Content; ii) interruption in any such Content due either to any negligent act or omission by any party to any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake, epidemic, pandemic, public health crisis, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), or iii) to any other cause beyond the reasonable control of Dialect, or iv) non-performance.

Any price data or orders placed via third-party services may be significantly delayed due to a variety of factors that are out of Dialect’s control — including, but not limited to, Internet uptime, load-balancing, or other factors. Dialect makes no representations, warranties, or other guarantees as to the accuracy or timeliness of any price data or other Content. Dialect does not make any representations, warranties, or other guarantees as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investment.

You acknowledge that Dialect is the sole owner of the Dialect trademark and that other Marks are the property of their respective owners. You agree that you will not use any Marks for any purpose without the prior express written consent of the respective owners. In addition, email addresses and other Personally Identifiable Information (“PII”) collected by Dialect may be shared pursuant to the Privacy Policy.

Public Communications

By using the Service or the Content, you consent to any form of recording and retention of any communication, information, and data exchanged between you and Dialect or its representatives or agents, or transmitted by Dialect and its Service. All communications made at or through the Service should be considered potentially public unless affirmatively and mutually designated as private. Dialect does not screen, review, approve, or endorse any third-party Content. Without limitation, you agree not to do any of the following:

  1. upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (including, but not limited to, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, discriminatory,or racially, ethnically or otherwise objectionable;
  2. harm minors in any way;
  3. impersonate any person or entity, including, but not limited to, a Dialect or Third-Party Provider manager, employee, agent, or representative;
  4. falsely state or otherwise misrepresent your affiliation with any person or entity;
  5. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material;
  6. upload, post or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  7. upload, post or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
  8. upload, post, or transmit unsolicited commercial email or “SPAM,” including, but not limited to, unethical marketing, advertising, or any other practice that is in any way connected with SPAM, such as: (1) sending mass email to recipients who have not requested email from you or with a fake return address; or (2) promoting a site, security, or other product or service with inappropriate links, titles, or descriptions;
  9. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  10. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and/or U.S. Commodity Futures Trading Commission, any rules of any national or other securities or commodities exchange, and any regulations having the force of law;
  11. “stalk” or otherwise harass another user;
  12. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty;
  13. promote, offer for sale, or sell any security or item, good or service that i) violates any applicable federal, state, or local law or regulation, ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or iii) Dialect determines, in its sole discretion, is inappropriate for sale;
  14. use the Service as a forwarding service to another website; or
  15. access or otherwise use the Service in any unlawful manner, for any unlawful purpose or in violation of these Terms and Conditions.

Email Communications

The communications between you and Dialect use electronic means, whether you use the Site or send us e-mails, or whether Dialect posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Dialect in an electronic form; and (b) agree that all Terms and Conditions, agreements, notices, disclosures, and other communications that Dialect provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

Dialect may from time to time cause you to receive automatic alerts or notifications. Automatic alerts or notifications may be sent to you following certain changes to your account or information, such as a change in your Registration Information. Automatic alerts or notifications may also be sent to you as a feature of the Services. Dialect may add new alerts or notifications from time to time, or cease to provide certain alerts/notifications at any time upon its sole discretion. Dialect shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert or notification; for any errors in the content of an alert or notification; or for any actions taken or not taken by you or any third party in reliance on an alert or notification.

Electronic alerts and notifications may be sent to a User’s e-mail address or mobile number provided for the Services. If your e-mail address or your mobile number changes, you are responsible for informing us of that change. Alerts and notifications may also be sent to a mobile device that accepts text messages. Changes to your e-mail address and mobile number will apply to all of your alerts.

External Links

Dialect may provide links to other websites or resources. Because Dialect does not have any control over such sites and resources, you acknowledge and agree that Dialect is not responsible for the availability of such external sites or resources. Dialect does not endorse and is not liable for any content, advertising, products, or other materials on or available through such sites or resources. You further acknowledge and agree that Dialect shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Feedback

By submitting ideas, content, suggestions, documents, and/or proposals (“Contributions”) to Dialect, e.g., through the Beta Program, our contact or feedback webpages, e-mails, social media, or by any other means, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Dialect is not under any obligation of confidentiality, expressed or implied, with respect to the Contributions; (c) Dialect shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Dialect may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Dialect, without any obligation of Dialect to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Dialect under any circumstances.

Procedures

Service Fees

Certain features of the Services may be provided without charge (that is, free). These features may not always be offered for free. Premium features may additionally be offered on a fee-for-service basis, or with a paid subscription, subject to additional terms which will be posted on the Site in connection with such features. Fees and rates are subject to change without notice. As the Beta Program evolves, Dialect reserves the right to add Terms and Conditions related to payment for services, cancellation of payment, trial periods, referral programs, and other bonuses. Moreover, use of the Service in conjunction with third-party tools, services, or networks — such as Solana — may incur other fees (e.g., for access, utilization, or “gas”).

Termination

You agree that, without notice, Dialect may terminate these Terms and Conditions, or suspend your access to the Service or the Content, with or without cause at any time and effective immediately. These Terms and Conditions will terminate immediately without notice from Dialect if you, in Dialect’s sole determination, fail to comply with any provision of these Terms and Conditions. Dialect shall not be liable to you or any third party for the termination or suspension of the Service or the Content, or any claims related to such termination or suspension. Dialect may discontinue or modify the Content, or any portion thereof, at any time. You release and agree to indemnify and hold harmless Dialect for any loss or damages arising from or relating to such discontinuation or modification.

Applicable Policies

In addition to these Terms and Conditions, your access to and use of the Content and the Service is subject to Dialect’s then-current policies relating to the Content and the Service, including, without limitation, the Dialect Privacy Policy available on the Service. You agree to be bound by these policies and all other Dialect policies applicable to the access and use of the Content and the Service.

By using the Service, you are consenting to have your personal data potentially transferred to and processed by Dialect and its affiliates. As part of providing you the Service, Dialect may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service, which you may not be able to opt-out from receiving.

Revisions to these Terms

Dialect may at any time revise these Terms and Conditions by updating this document. You agree to be bound by subsequent revisions and agree to review these Terms and Conditions periodically for changes. The most updated version of this document will be available for your review under the “Dialect Terms and Conditions” link that appears on Dialect’s Website.

Applicable Law and Venue

You agree that these Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. To the extent allowable, beyond the arbitration clause below, any legal action or proceeding arising under these Terms and Conditions will be brought exclusively in courts located in San Francisco County, California, and you hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of these Terms and Conditions is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of the remaining provisions.

Arbitration

Please read this section (“Arbitration Clause”) carefully. It is part of your agreement with Dialect and affects your rights.

THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Clause. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Dialect in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND Dialect WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION CLAUSE MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. All issues are for the arbitrator to decide, including issues related to scope and enforceability of this arbitration provision. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: Enombic Inc. d/b/a Dialect Labs, 2261 Market Street #4514, San Francisco, CA 94114, California 94360. After the Notice is received, you and Dialect may attempt to resolve the claim or dispute informally. If you and Dialect do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.

Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

California law governs this Agreement without regard to its conflicts of laws provisions. This Arbitration Clause shall survive expiration, termination or rescission of this Agreement.

Copyright

Copyright © 2022 Enombic Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site 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.

Contact Information

Enombic Inc.
d/b/a Dialect Labs
2261 Market Street #4514
San Francisco, CA 94114
Email: hello@dialect.to