Dialbot, Inc. Terms of Service

The following terms of service (the "Terms") govern your access to and use of Dialbot Inc. (“Dialbot” or "we" or "our") websites and services (the "Services"). Please read them carefully before using the Services. By accessing or using the Services, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms and to the collection and use of your information as set forth in our Privacy Policy. As further detailed below, we reserve the right to modify these Terms in accordance with the procedures set forth below. These Terms apply to you whether or not you are a registered user of our Services.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. The Dialbot Services.

1.1 Eligibility.

You may use the Services only in accordance with these Terms and in compliance with all applicable local, state, national and international laws, rules and regulations. You may use the Services only if you have the legal power and capacity to form a contract with Dialbot. Any use or access to the Services by anyone under eighteen (18) years of age is strictly prohibited and in violation of these Terms. The Services are not available to any users previously removed or prohibited from using the Services by Dialbot.

1.2 Limited License.

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. Dialbot reserves all rights not expressly granted herein in the Services and the Dialbot Content (as defined below). Dialbot may terminate this license at any time for any reason or no reason.

1.3 Services Rules and Responsibilities.

You agree not to engage in any of the following prohibited activities: (i) access or engage in any use of the Service to communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous, or otherwise unlawful; and/or access or use the Services for any fraudulent or illegal purposes; (ii) engage in spamming or other unsolicited advertising, marketing or other activities, including, without limitation, any activities that violate the Calling Laws (defined below); (iii) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (iv) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Dialbot servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (vi) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vii) uploading invalid data, viruses, worms, or other software agents through the Services; (viii) collecting or harvesting any personally identifiable information, including account names, from the Services; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xiii) accessing or using the Services in violation of any existing or future law, rule or regulation; or (xiv) attempting, or assisting a third party to attempt or engage in, any of the foregoing.

You shall at all times comply with the CAN SPAM Act of 2003, the Telephone Consumer Protection Act (47 U.S.C. §227), the Do-Not-Call Implementation Act and the Do-Not-Call list registry rules (http://www.donotcall.gov), the Telemarketing Sales Rule, 47 C.F.R. § 64.1200 et seq, and all other state or local laws, rules, regulations, and guidelines relating to calling or texting, including without limitation, rules, regulations and guidelines set forth by the Federal Trade Commission and the Federal Communications Commission (collectively, the “Calling Laws”). You agree that, as between you and Dialbot, you are the initiator and sender of any call, SMS/MMS message, email or other communication transmitted through the Service and for all content relating to, inducing, or encouraging communications to take place. You warrant and agree that you have all necessary consents and permissions necessary to transmit calls or other communications to recipients and you shall not transmit or cause to be transmitted communications to recipients who have opted-out, withdrawn consent or for whom you do not otherwise have all necessary consents and permissions to communicate with through the Services.

If you are provided a phone number by Dialbot as part of the Services, you must remain active in your use of the number. Dialbot may disable the phone numbers provided to you if unused or substantially underused for thirty (30) days, or if your subscription to the Services, account or rights to access and/or use the Services is otherwise suspended, terminated, or cancelled.

WITHOUT LIMITING ANYTHING TO THE CONTRARY IN THESE TERMS, YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH TELEPHONE RECORDING AND WIRETAPPING LAWS WHEN YOU ACCESS AND USE THE SERVICES, WHICH GENERALLY REQUIRE AN ANNOUNCEMENT THAT A RECORDING IS BEING MADE, AT THE BEGINNING OF THE RECORDING, AND THE OPPORTUNITY FOR THE OTHER PARTY TO CONSENT OR TO END THE CONVERSATION. YOU MUST ENSURE THAT PROPER CONSENT TO RECORD IS OBTAINED PRIOR TO MAKING ANY SUCH RECORDING.

1.4 User Accounts; Users of the Services.

Your account on the Services gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. If you open a user account on behalf of, or are otherwise using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these terms. In that case, "you" and "your" will refer to that organization. By connecting to the Services with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another user’s account without permission from Dialbot. When creating your user account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your user account, and you must keep your user account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your user account. You must notify Dialbot immediately of any breach of security or unauthorized use of your user account. Dialbot will not be liable for any losses caused by any unauthorized use of your user account.

1.5 Changes to the Services.

The Services will continue to evolve as we refine features and functionality. We may terminate, suspend, or modify the Services in whole or in part (including, without limitation, any features of the Services), in general or with respect to you, from time to time without cause or prior notice. We may also delete any content or data from the Services at our discretion. Upon termination for any reason or no reason, you continue to be bound by these Terms.

2. Your Data.

2.1 Data Ownership and License.

To use our Services, you must use the features and functionalities (including, without limitation, linking your account on the Services to your account on certain third-party services, such as Salesforce) to import certain required data about you, your customers, and other third parties (including but not limited to lead views, contact views, reports, leads, contacts, and organization info) into Dialbot’s Services (collectively, “Imported Data”). Some areas of the Services may also allow you to submit, post, display, provide, or otherwise make available your content or information (any such content or information, “Your Content” and collectively with the Imported Data, “Your Data”). You retain full ownership to Your Data and we do not claim any ownership to any of it; however, by importing, providing, or otherwise making available any of Your Data on or through the Services, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Dialbot a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all of Your Data to provide the Services and for such limited purposes as set forth in our Privacy Policy.

2.2 Your Data Representations and Warranties.

By importing, providing, or otherwise making available any of Your Data on the Services or through any tools or applications we provide for importing, providing, or otherwise making available Your Data, you represent and warrant that (i) you own or control any and all rights in and to Your Data, and the right to grant all of the rights and licenses in these Terms, and if you are not the holder of such rights, the holder of such rights has completely and effectively waived all such rights and irrevocably granted you the right to grant the licenses stated above without the need for payment to you or any other person or entity; (ii) you represent and warrant that you have obtained Your Data lawfully and that your use of Your Data through the Services does not and will not violate any applicable laws; and (iii) Your Data does not (a) contain false or misleading information, (b) infringe on the intellectual property, privacy, publicity, statutory, contractual or other rights of any third party, (c) contain any libelous, defamatory, obscene, offensive, threatening or otherwise harassing or hateful content, or (d) contain computer viruses, worms or other harmful files. Upon request by Dialbot, you will furnish Dialbot any documentation, substantiation or releases necessary to verify your compliance with these Terms. You are solely responsible for Your Data and you hereby agree to indemnify and hold Dialbot and its employees, agents, affiliates, assigns and licensees harmless from any and all damages, claims, expenses, costs or fees arising from or in connection with a breach of any of the foregoing representations or your violation of any law or rights of a third party.

You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services. For example, it's your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others (including, without limitation, any Intellectual Property Rights or privacy rights).

You acknowledge that Dialbot has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.

2.3 Sharing Your Data and Your Privacy.

Subject to the limited exceptions specified in our Privacy Policy, until you choose otherwise, all of Your Data remains visible only to you. However, the Services do allow you to share Your Data with others. If you choose to share Your Data, we cannot be responsible for what those other users do with Your Data, so please carefully consider what you share and with whom you share it.

What we do with Your Data, and how we collect and use other information relating to you generally, is explained in our Privacy Policy.

3. Dialbot’s Proprietary Rights.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Except for Your Data, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and content or data belonging to other users (the “Dialbot Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Dialbot and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Dialbot Content. Use of the Dialbot Content for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Dialbot under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Dialbot does not waive any rights to use similar or related ideas previously known to Dialbot, or developed by its employees, or obtained from sources other than you.

4. Termination.

You can stop using our Services at any time and we reserve the right to suspend or end the Services to you in whole or part at any time, with or without cause, and with or without notice, without incurring liability of any kind. As an example, we may suspend or terminate your use if you are not complying with these Terms, or if you use the Services in any way that may cause us legal liability or disrupt others' use of the Services or damage to our business or reputation, or for any other reason. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend or terminate immediately. You acknowledge that if your access to the Services is suspended or terminated, you may no longer have access to Your Data that is stored with the Services.

5. Security.

Dialbot uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information (including, without limitation, Your Data) at your own risk and that you are responsible for protecting Your Data, including without limitation when you are transmitting it to Dialbot (in which case we recommend transmission through an encrypted connection). Dialbot will not be liable for any loss or corruption of Your Data, or for any costs or expenses associated with backing up or restoring any of Your Data.

6. Third Party Materials and Services.

The Services may contain links to websites, services or resources of others. We do not endorse and are not responsible or liable for their accuracy, availability, content, products, services or anything else. You are solely responsible for your use of any such third-party websites, services, or resources and you understand that these Terms and Dialbot’s Privacy Policy do not apply to your use of such third-party websites, services, or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that conflict with these Terms, in which case the open source provisions will apply with respect to the code to which those provisions apply.

7. No Emergency Services.

YOU UNDERSTAND AND AGREE THAT (A) THE SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES SUCH AS PUBLIC SAFETY ANSWERING POINTS; (B) DIALBOT WILL NOT BE HELD LIABLE FOR ANY CLAIM, DAMAGES OR LOSS (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO YOUR OR ANY OF YOUR ASSOCIATED PARTIES’ OR ANY THIRD PARTY’S INABILITY TO USE THE SERVICES TO MAKE SUCH EMERGENCY CALLS.

8. Indemnity.

You agree to indemnify, defend and hold harmless Dialbot and its officers, directors, owners, employees, agents, consultants and vendors from and against any and all liabilities, losses, claims, damages, causes of action, costs and expenses (including attorneys’ fees) arising out of or related to: (a) your use of and access to the Services, including without limitation any data or content transmitted or received by you; (b) your violation of any term of these Terms, including without limitation your breach of any of your representations, warranties, and obligations contained in these Terms; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your acts or omissions in connection with call recordings, whether such claims arise under contract, tort, statute or other legal theory, including but not limited to your failure to comply with telephone recording and wiretapping laws; (f) Your Data or any content that is submitted via your account; (g) your willful misconduct; or (h) any other party’s access and use of the Services with your unique username, password or other appropriate security code.

9. No Warranty.

THOUGH WE WANT TO PROVIDE A GREAT SERVICE, THERE ARE CERTAIN LEGAL COMMITMENTS WE CAN'T MAKE. ACCORDINGLY, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS", AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DIALBOT WILL NOT BE RESPONSIBLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR SOFTWARE.

FURTHER, DIALBOT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND DIALBOT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FURTHER, WITHOUT LIMITING ANY OF THE FOREGOING DISCLAIMERS, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO CALL RECORDING.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DIALBOT, ITS AFFILIATES, OR EACH OF THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION FOR LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT DIALBOT HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL DIALBOT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR THE INFORMATION CONTAINED THEREIN.

TO THE FULLEST EXTENT PERMITTED BY LAW, DIALBOT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) YOUR DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL DIALBOT, ITS AFFILIATES, OR EACH OF THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO DIALBOT FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION.

IN ADDITION, NEITHER DIALBOT NOR ANY OF ITS EMPLOYEES WILL BE LIABLE IN THE CASE WE WERE TO ASSIST YOU WITH ANY STEP OF YOUR ACCOUNT SETUP OR ANY OTHER TROUBLESHOOTING, INCLUDING WITHOUT LIMITATION ATTAINING EMAIL CONNECTIVITY, THAT EXPOSES US TO YOUR PRIVATE DATA, INCLUDING PROSPECT INFO AND EMAIL METADATA AND CONTENT. BY USING DIALBOT, YOU AGREE TO PERMIT DIALBOT REPRESENTATIVES THESE PERMISSIONS WHEN CIRCUMSTANCES NECESSITATE IT. WE RESERVE THE RIGHT, AT OUR OWN DISCRETION, TO ASSIST IN THESE WAYS WHEN NEEDED AND WILL KEEP INFORMATION CONFIDENTIAL AS PER OUR PRIVACY POLICY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM BETWEEN JURISDICTIONS. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Governing Law; Dispute Resolution.

11.1 Governing Law.

You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Santa Clara County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

11.2 Arbitration.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM DIALBOT. For any dispute with Dialbot, you agree to first contact us at support@dialbot.co and attempt to resolve the dispute with us informally. In the unlikely event that Dialbot has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless you and Dialbot agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Dialbot from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

11.3 Class Action/Jury Trial Waiver.

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND DIALBOT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

12. Miscellaneous Legal Provisions.

12.1 Assignment.

You may not assign any of your rights in these Terms, and any such attempt is void, but Dialbot may assign its rights and obligations to any of its affiliates or subsidiaries, or to any successor in interest of any business or assets associated with the Services.

12.2 Export Compliance.

The Services (including, without limitation, any software or documentation contained therein) are subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500).

You will not import, export, re-export, transfer or otherwise use the Services in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan and Syria), (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List, or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Software and Services, you represent and warrant that you are not located in any such country or on any such list.

12.3 U.S. Government End Users.

The Services were developed by private financing and constitute “Commercial Items,” as that term is defined at 48 C.F.R. §2.101. The Services consist of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202-1 through 227.7202-4, all U.S. Government End Users acquire only those rights in the Services that are specifically provided by these Terms. Consistent with 48 C.F.R. §12.211, all U.S. Government End Users acquire only technical data and the rights in that data customarily as specifically provided in these Terms.

12.4 Modifications to these Terms.

We may revise these Terms from time to time and the most current version will always be posted on our website. If we make any material changes to these Terms, then we will notify you of such material changes. Dialbot reserves the right to determine the form and means of providing notifications to our users (for example via email to the email address associated with your account or by a notification when you sign in or by some other method); provided that, you may opt out of certain means of notification as described in these Terms. Dialbot is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. By continuing to access or use the Services after revisions become effective, you are agreeing to be bound by the revised Terms. If you do not agree to the new terms, simply don't use the Services after the change is effective, in which case the change will not apply to you.

12.5 Entire Terms/Severability.

These Terms constitute the entire and exclusive agreement between you and Dialbot with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. Dialbot’s failure to enforce a provision is not a waiver of its right to do so later and no waiver of any provision of these Terms by Dialbot shall be deemed a further or continuing waiver of such provision or any other provision. If a provision is found unenforceable the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted to reflect our intent as closely as possible.

12.6 Contact.

Please contact us at support@dialbot.co with any questions regarding these Terms or the Services.