(Last modified, February 14, 2023)
Welcome to Dialect, an interactive mobile messaging application, website (https://www.dialect.to/), and set of services provided by Dialect Labs, Inc. (“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 Dialect’s website, mobile application(s), associated protocol, and/or Application Programming Interface (API), and any other tools, features, functionalities, and other services (collectively, the “Service”).
For purposes of this Agreement, “user”, “you”, and “your” means you as the user of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and (b) you agree to this Agreement on the entity’s behalf.
YOU SHOULD READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 10 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT.
BY ACCESSING OR USING THE SERVICE, 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.
You may not access or use the Service and you may not accept this Agreement if you are not legally authorized to accept and be bound by its Terms and Conditions or are not at least 18 years of age and, in any event, of a legal capacity to form a binding contract with Dialect.
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 Service for lawful purposes.
You understand and acknowledge that the Service, its features, and the data transmitted through the Service are all being provided as a limited beta program to test out early features of the 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.
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 Program features. Furthermore, if you decide to use the Beta Program features, you agree to abide by any rules or restrictions Dialect may place on them.
We may discontinue or change any service or feature of this Beta Program at any time without notice. You understand that once you access or use the Beta Program features, you may be unable to revert 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 Program feature back to the earlier version. The Beta Program features may contain errors or inaccuracies that could cause failures, disruption, downtime, corruption, errors or inaccuracies, failures in transactions conducted with third parties or on third-party services, or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Program features is at your sole risk.
In addition, 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.
By accessing or 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.
Moreover, you acknowledge and agree that access or use of Dialect’s mobile application(s) requires generation of an encryption key (“Local Key”) that will be stored locally on your mobile device and that may provide access to valuable content, connected wallets, and other assets or services. You are solely responsible for the security and privacy of that Local Key. Dialect disclaims all responsibility for loss, theft, or unauthorized access to that Local Key and any consequences that may result, including loss of assets or data, or complete loss of access to a wallet or to the mobile application(s).
Your access or use of the Service 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 Service 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 or for discontinuation of the Service (including discontinuation of mobile application(s) or deletion of any stored content).
Dialect strongly encourages you to back-up all data and information prior to using the Service and to independently verify messages received through the Service, particularly before engaging in an asset transfer or transaction or before sharing potentially sensitive personal or financial information. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR ACCESS OR 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.
Your sole and exclusive remedy for any failure or non-performance of the Service, including any associated software or other materials supplied in connection with the Service, shall be for Dialect to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable service.
Furthermore, by using a digital wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with Dialect, and Dialect does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Dialect accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your account and any associated wallet, and we are not liable for any acts or omissions by you in connection with your account or as a result of your account or wallet being compromised. You agree to immediately notify us (at email@example.com) if you discover or otherwise suspect any security issues related to the Service or your account.
You agree that you will not violate any law, contract, intellectual property, or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Service. You also agree that you will not:
You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Service. Without limiting the foregoing, by accessing or using the Service, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction"); (b) you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of this agreement. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access or use of the Service in such country, territory or jurisdiction does not violate any applicable laws.
Dialect may be required to provide certain of your data in particular circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms and Conditions. In such cases, Dialect, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by Dialect. If you do not provide complete and accurate information in response to such a request, Dialect may refuse to restore your access to the Service.
By using the Service or “Third-Party Content” (as defined below), 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. Some communications made at or through the Service may be subject to analysis or discovery.
The communications between you and Dialect use electronic means, whether you access or use the website, mobile application(s), or send us e-mails, or whether Dialect posts notices on the website or communicates with you via e-mail or through Dialect’s mobile application(s). 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 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 Service. 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, mobile application(s), or mobile number provided by you to Dialect. 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.
The Service may transmit, include, store, or make available certain third-party content or third-party services (the “Third-Party Content”). Third-Party Content includes, without limitation: (1) notifications and messages from third-party sites and services (including about positions, balances, transactions, confirmations, and order history), including “Smart Messages” (discussed below); (2) any other information, data, content, services, software, or products; and (3) third-party names, logos, product and service names, trade names, trademarks and services marks.
Dialect does not review, approve, monitor, endorse, prepare, edit, warrant, inspect, verify, or make any representations with respect to Third-Party Content, and does not purport to take responsibility for or guarantee the substance, correctness, timeliness, completeness, usefulness, or delivery of Third-Party Content. Dialect is not responsible or liable for any content, advertising, products, or other materials on or available from third-party sites. Specifically, Dialect encourages all users to independently verify messages received through the Service, particularly before engaging in any given financial transaction.
You will not hold Dialect liable in any way for (a) any inaccuracy of, error or delay in, or omission of the Third-Party Content; or (b) any loss or damage arising from or occasioned by: (i) any error or delay in the transmission of such Third-Party Content; (ii) interruption in any such Third-Party 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 Third-Party 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.
Additionally, you acknowledge and agree that Dialect may add features to the Services or mobile application(s) that enable new types of messaging and interaction with smart contracts, with third-party services, or with third-party Application Programming Interfaces (together “Smart Messages”), including one-click actions and asset transfers directly from within mobile application(s). This is an experimental, Beta-stage feature that may entail heightened risks of phishing, impersonation, or other cyber-security risks. You agree to use such Smart Messages at your own risk and to waive any possible claims against Dialect or damages that may result.
Third-Party Content is not intended to provide financial, legal, tax, or investment advice or recommendations. Dialect is not a wallet provider, exchange, broker, custodian, financial institution, money service business, or creditor. Dialect is not responsible for any actions taken by you through this Service or based on the information on the Service. Dialect strives to present the most updated and correct information available, but the Third-Party Content presented may not necessarily be true (due to third-party actions, programming errors, API issues, or other reasons), may be superseded by changes in market conditions, and/or changes in applicable laws, regulations, and government actions.
Decisions to buy, sell, hold, or trade in cryptocurrencies or other assets involve considerable 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 the Service.
You agree not to hold Dialect liable for any possible claim for damages arising from any decision you make based on the Service or Third-Party Content. Past performance data should not be construed as indicative of future results.
The Third-Party Content and 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 Third-Party Content and 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 Third-Party Content. Moreover, Third-Party Content may be transmitted in an unencrypted format and may be accessed by third-parties, interested parties, and/ or the general public. You agree to use Third-Party Content and the Service only at your own risk.
Specifically, you agree that Dialect is not responsible for how you choose to use its Service or Third-Party 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 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 THIRD-PARTY 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, DATA, TRANSMISSIONS, OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THIRD-PARTY CONTENT OR THE SERVICE.
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: Dialect Labs, Inc., 2261 Market Street #4514, San Francisco, CA 94114. 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. This Arbitration Clause shall survive expiration, termination, or rescission of this Agreement.
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 Third-Party 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.
Certain features of the Service may be provided without charge (for 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 and Conditions which will be posted 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 Content or third-party tools, services, or networks — such as Solana — may incur other fees (e.g., for access, utilization, or “gas”). You acknowledge and agree that Dialect may add features or services to the Service for which it receives service fees (e.g., fixed fee or percentage), commission, digital assets, or other compensation from third-parties, including from sponsors or advertisers (e.g., Dialect’s “Sponsored Inbound Messages” features).
You agree that, without notice, Dialect may terminate these Terms and Conditions, or suspend your access to the Service or the Third-Party 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 Third-Party 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.
You agree that this Agreement 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 this Agreement will be brought exclusively in courts located in San Francisco County, California, and you irrevocably consent to the personal jurisdiction and venue therein.
If any provision of this Agreement is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from every other provision of the Agreement, and will not affect the validity and enforceability of the remaining provisions.
Dialect may at any time revise these Terms and Conditions by updating this Agreement. 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 “Terms of Service” link that appears on Dialect’s website.
Copyright © 2022 Dialect Labs, 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.
Dialect Labs, Inc.
2261 Market Street #4514
San Francisco, CA 94114