Acceptable Use Policy

Last Updated: 11/08/2023

Diall, Inc. (“Diall”, “us”, “we”, or “our”) maintains the website located at https://www.diallapp.com (the “Website”) for your personal information and use. Your access to and use of this Website is subject to the following Terms of Use (“Terms”). Please read these Terms carefully before accessing or using this Website, so that you fully understand your rights and responsibilities. By accessing or using this Website, you expressly agree to be bound by these Terms. If you do not agree to the following Terms, do not access or use this Website.

Arbitration notice: except for certain types of disputes described in the arbitration clause below, you agree that disputes between you and Diall will be resolved by mandatory binding arbitration and you waive any right to participate in a class-action lawsuit or class-wide arbitration.

We reserve the right to modify or amend these Terms at any time. All changes will be effective immediately upon their posting on the Website. Material changes will be posted conspicuously on this Website, or we will otherwise provide notice to you of such changes. By accessing the Website following posting of changes to the Terms, you agree to all such changes.

1. Privacy Policy. We may collect certain information about you when you access and use the Website. Our collection and use of data is described in our Privacy Policy. By using the Website, you acknowledge our Privacy Policy. You may stop using this Website at any time.
2. Website Information. We provide the information on the Website for general, informational purposes. While we use good faith efforts to keep the information on the Website accurate, we do not guarantee it is accurate, up-to-date, or applicable to you.
3. Offers. We may offer certain services and products through the Website. All offers set forth on this Website are void where prohibited and are subject to additional terms pertaining to the offers. The actual services and products may differ from those displayed or listed on the Website, are subject to availability, availability may be limited in certain areas, and we may change services and products in our sole direction. Prices listed on the Website are subject to change and may be changed by us at any time.
4. Platform Access. If you are a provider and would like to register with us to access our online software tool and platform for use in your practice, all such use and access is subject to and governed by our Privacy Policy,Provider Terms of Serviceand Acceptable Use Policy, including without limitation the payment of applicable fees. If you are a client and have received a link or other communication from your provider to register with the Platform, that registration is subject to our Privacy Policy and Acceptable Use Policy. If you are a client and under the age of 18, your parent or guardian must complete this registration on your behalf.
5. Use Rights. You may only use the Website and Content (as defined below) for your personal, non-exclusive use, so long as you comply with these Terms and all other terms posted throughout the Website as applicable to you, and all applicable laws, rules and regulations. You may only use the Website and the Content for their intended purposes for which they are made available to you by Diall.
6. Content. The Website, including its text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, names of products and services, documentation, other components and content, including any Marks (as defined below), and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, ''Content'') are exclusively the property of Diall or, as applicable, Diall's affiliates, vendors or licensors. Except for the rights expressly granted to you in these Terms, Diall retains all other ownership rights in the Website and Content, including all intellectual property rights.
7. Use of Marks. Diall owns certain trademarks, names, logos, insignia, or service marks (''Marks''). You do not have the right to use any Marks except as expressly agreed to in writing by us. The Website may also contain third-party marks and third-party copyrighted materials, which are the property of their respective owners. Nothing in these Terms of Use grants to you any rights in or to those third-party marks or materials without such third party's consent.
8. Intellectual Property Rights. The Website and Content are protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Diall, or any third party is strictly prohibited and may be prosecuted to the fullest extent permitted by the law.
9. Compliance with Laws. In connection with your access to and use of the Website, you are responsible for complying with all applicable laws, regulations, and rules of all relevant jurisdictions, including all applicable rules regarding online conduct.
10. Feedback and Other Content Submitted by You. If you submit comments or feedback to us regarding the Website or its Content, or any other comments, questions, requests, content or information that is not personal information ("Feedback"), we may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.
11. Restrictions on Your Use of the Website.
  • You may not copy, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of the Website or Content without Diall's prior written consent.
  • You may not use the Website for unlawful purposes.
  • You may not submit inaccurate, incomplete, or out-of-date information via the Website, commit fraud or falsify information in connection with your use of the Website.
  • You may not engage in data mining or similar data gathering or extraction activities from the Website, including harvesting email addresses, names, or other information of the users of the Website or to spam other users of the Website.
  • You may not access, use, or copy any portion of the Website or Content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
  • You may not use the Website to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses or malware.
  • You may not engage in activities that aim to render the Website or associated services inoperable or to make their use more difficult.
  • You may not frame, mirror, or circumvent the navigational structure of any part of the Website.
  • You may not upload, distribute, transmit, or post anything to or through the Website that: (i) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (ii) invades the privacy of another or includes the confidential or proprietary information of another without their written consent, or (iii) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights.
  • You may not engage in any conduct while using the Website that Diall considers inappropriate, unauthorized, or contrary to the intended purpose of the Website or in violation of the Acceptable Use Policy.
12. NO WARRANTY. The Website and Content are provided ''AS-IS,'' and without any warranty of any kind. To the maximum extent permitted by applicable law, Diall expressly disclaims all warranties and conditions of any kind with respect to the Website and Content, including, without limitation, the warranties of merchantability, fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus as well as all warranties arising from course of dealing or usage in trade. Company makes commercially reasonable efforts to provide accurate and reliable Content on the Website, but neither accuracy nor reliability are guaranteed. Diall does not warrant or guarantee the quality, completeness, timeliness, or availability of the Website or Content. Diall does not warrant or guarantee that the Website or Content will be uninterrupted or error-free, that any defects in the Website or Content will be corrected, or that the Website or the servers that make the Website available are free of viruses or other harmful conditions or components. The laws of certain jurisdictions, including without limitation the State of New Jersey, may not allow the exclusion or limitation of warranties or conditions. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you and you may have additional rights.
13. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event will Diall or its officers, directors, members, employees, agents or professional advisors (collectively, the ''Company Parties'') be liable for any cost of replacement goods or services, cost of cover, lost profits, business interruption, loss of programs or other data on your computer or otherwise, or any indirect, special, incidental, exemplary, punitive, or consequential loss or damage, arising out of or in connection with the Website or Content, or your access to or use of, or inability to access or use, the Website or Content, regardless of the form of action, whether the claim is based in contract, tort (including negligence), strict liability, warranty, or otherwise, and even if a Company Party has express knowledge of the possibility of the loss or damage. Your sole and exclusive remedy is to stop accessing and using the Website or Content. Without limiting the foregoing, in no event will the Company Parties' aggregate liability to you arising out of or in connection with the website or content, or your access to or use of, or inability to access or use, the Website or Content exceed $100 u.s.d., even if any remedy provided fails of its essential purpose. The laws of certain jurisdictions, including without limitation the State of New Jersey, may not allow the exclusion of certain damages or limitations of liability. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you and you may have additional rights.
14. INDEMNIFICATION. You agree to indemnify, defend and hold harmless the Company Parties from and against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs (including, without limitation, reasonable attorneys' fees) that arise out of or in connection with (a) your violation of applicable laws, (b) your misuse of the Website or any Content, (c) your breach of these Terms or any other terms on the Website, and (d) your infringement or misappropriation of any intellectual property rights. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.
15. Third-Party Websites and Content. The Website may link to third-party websites or contain third-party content. We provide those links and this content as a convenience to visitors to our Website. We are not responsible for examining or evaluating the content or accuracy of third-party Websites linked through the Website. Diall does not warrant or endorse any third-party website or content. When leaving the Website, it is the applicable third-party's terms and privacy policy that govern your use of such third-party Website (and such third-party's use of your personal information), not these Terms of Use.
16. Use in the United States. The Website is intended for use in the United States only. We do not guarantee that use of the Website will be available or permitted in any location other than the United States. If you choose to access the Website from a location other than the United States, you do so at your own risk. THE EXISTENCE OF ACCESS TO THE WEBSITE OR ANY CONTENT FROM ANY OTHER COUNTRY MAY NOT BE CONSTRUED AS COMPANY OR THE COMPANY PARTIES OFFERING SUCH WEBSITE OR CONTENT TO PERSONS IN SUCH JURISDICTIONS.
17. Termination. If you violate applicable laws or these Terms of Use, you are immediately prohibited from further use of the Website or Content, and we may restrict your access to the Website or Content in whole or in part, at any time in its sole discretion for any reason. Diall will not be liable to you or anyone else for any damages arising from or related to Diall's suspension or termination of your access to the Website or the Content, or in the event Diall modifies, discontinues or restricts the availability of the Website or the Content (in whole or in part).
18. Dispute Resolution

Arbitration Agreement; Class Waiver; Waiver of Trial by Jury

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH COMPANY AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Applicability of Arbitration Agreement

All claims and disputes between the parties that cannot be resolved informally must be resolved by binding arbitration on an individual basis under the terms set forth below (the “Arbitration Agreement”). Notwithstanding the foregoing, in the event of any actual, alleged or threatened violation of confidentiality or violation of the Diall's intellectual property or other proprietary rights, Diall may immediately resort to court proceedings in a court of competent jurisdiction as set forth below in order to seek immediate equitable relief without posting of a bond, proof of damages or other similar requirement.

This Arbitration Agreement applies to you and Diall, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of Platform provided under the Terms.

The arbitration proceeding will be administered by the International Chamber of Commerce (“ICC”) pursuant to its Rules of Arbitration before an arbitrator selected by and pursuant to the rules of the ICC. Any final award may be filed and enforced in any court of competent jurisdiction. The parties shall share equally in the costs assessed for the arbitration. Any such arbitration will take place at a location within the United States federal judicial district identified below and will apply the substantive law set forth below. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY CHOOSE TO HAVE ANY DISPUTES DECIDED THROUGH INDIVIDUAL ARBITRATION.

The decision of the arbitrator will be a final and binding resolution of the dispute. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16. Judgment upon the award may be entered in any court having jurisdiction.

Survival

This provision will survive the termination of your relationship with Diall.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Diall must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.
19. Governing Law

These Terms are governed by and are pursuant to the laws of the State of California, without regard to any of its conflicts of laws provisions, and the parties agree that they are each subject to the exclusion jurisdiction and venue of the state and federal courts with jurisdiction over Los Angeles County, California.
20. Entire Agreement. These Terms contain the entire agreement between you and Diall with respect to your access to and use of the Website and the Content.
21. Severability. If any provision of these Terms of Use is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms of Use are for convenience only and do not affect the interpretation of these Terms of Use.
22. Contact Us. Please direct any questions and concerns regarding these Terms to us at:

Diall

legal@diallapp.com

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