Terms of Service

You must follow any policies made available to you within the Services.

Don't misuse our Services. For example, don't interfere with our Services, try to access them using a method other than the interface and the instructions that we provide, or extensively or automatically copy any content from the Services (in other words, no scraping). You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies, if we are investigating suspected misconduct, or for any other reason.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access through them ("Content"). You may not use Content, except as permitted in these Terms, by its owner, or as otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in our Services, including the Dialist name and logo. Don't remove, obscure, or alter any legal notices displayed in or along with our Services.

Our Services display some Content that is not our own. For example, some Content belongs to our advertisers, other third parties, or other users (collectively, "Third Party Content") or is Your Content (as defined in Section 8 below). We are not responsible for, and you waive all of our liability with respect to, Third Party Content or Your Content. Third Party Content and Your Content is the sole responsibility of the individual or entity that makes it available via the Services. We may review Third Party Content or Your Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third Party Content or Your Content that we believe violates our policies or the law. But we do not generally review content beforehand, and we are not obligated to do so.

In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of our marketing emails by clicking on the "unsubscribe" link in marketing e-mails [or texting "Stop" or "Do Not Send" in response to text messages] [or disabling notifications in the Services' settings]. Please be aware that there may be a brief period before we are able to process your opt-out.

Some of our Services are available on mobile devices, which may cause you to incur data charges with your wireless provider. Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile features.

You may need an account in order to use the Services. In order to create an account, you must sign up through our service provider Persona. We use Persona to verify user identities and conduct compliance checks related to "know your customer" requirements. You understand and acknowledge that your use of Persona and the information you provide to Persona are governed by Persona's Terms of Use and Privacy Policy.

In order to offer Products for sale through the Services (each, a "Product"), you agree that, as part of the process of creating an account, Dialist may require you to verify your identity. We may require you to provide information and documentation that, in our sole discretion, we believe to be reasonably necessary to verify your identity. You understand and agree that your failure to comply with any request made by Dialist (including such requests made via Finix or other service providers) related to verification may result in your inability to create an account. We reserve the right to deny verification at our sole discretion. Dialist reserves the right to periodically require users selling Products through the Services to re-verify their identities.

If you create your own account, you agree that all registration information you provide in connection with account creation will be accurate and current. If your account has been assigned to you by an administrator, such as your employer or educational institution, different or additional terms may apply and your administrator may be able to access or disable your account. You will timely notify us of any changes to any of the foregoing information. You are responsible for controlling access to any PCs, mobile devices, or other end points that you allow to store your Services password, or on which you enable a "Remember Me" or similar functionality ("Activated Device"). Accordingly, you agree that you will be solely responsible for all activities that occur under your Services accounts, including the activities of any individual with whom you share your Services account or an Activated Device.

To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account. If you learn of any unauthorized use of your password, please contact us at support@dialist.com.

You may purchase Products that other users, including Dialist (via our official account (the "Dialist Account")), offer for sale through the Services. Product information, including descriptions, technical information, specifications, and other information related to a Product (collectively, "Product Information") are provided for your convenience in your selection of Products. We are not responsible for pricing, typographical, or other errors in any Product Information or offer and we reserve the right to modify or cancel any orders arising from such errors in Product Information made available by through the Dialist Account. You acknowledge and agree that Dialist is not responsible for any Product Information related to any Products sold by any user other than the Dialist Account, and Dialist hereby disclaims all liability for Product Information provided by such users. For Product Information related to Products sold by the Dialist Account, the accuracy or completeness of such Product Information is not guaranteed and is subject to change without notice. The appearance of the Products on the Services may differ from the physical article depending on your Internet browser or the device or monitor you use.

All payment and shipping arrangements, and any other transaction related details, for purchases of Products, other than Products sold by the Dialist Account, shall be exclusively between the user selling the Product(s) and the user purchasing the Product(s), and Dialist has no responsibility or liability for any of the foregoing. You agree that you will be responsible for paying such compensation directly to the user selling the Product(s), provided that payments to Dialist for Products sold by the Dialist Account shall be governed by Section 6 below. Users, including the Dialist Account, may update prices posted on Services without notice. The price charged for a Product will be the price in effect at the time an order is placed. Posted prices may not include taxes or charges for shipping and handling. Any additional charges for such taxes and shipping (or any other applicable costs) may be added to your total.

For Products purchased from the Dialist Account, title and risk of loss pass to you upon our transfer of such Products to a third party carrier or our personal transfer to you or your representative. Shipping and delivery dates are estimates only and cannot be guaranteed. If a carrier is not able to successfully deliver such Products it will leave a notice with contact information to arrange a new delivery date. We are not liable for any delays or failure in shipment due to incorrect information provided by you, your failure to receive a shipment from a carrier, or other factors outside of our reasonable control.

You acknowledge and agree that, except for Products purchased from the Dialist Account, you will be solely responsible for entering into an agreement to purchase the relevant Product(s) from the user(s) selling such Product(s). YOU UNDERSTAND AND AGREE THAT DIALIST IS NOT A PARTY TO OR RESPONSIBLE FOR ANY SUCH PURCHASE, OR FOR ANY PARTY'S PERFORMANCE UNDER ANY AGREEMENT RELATED TO ANY SUCH PURCHASE, AND THAT DIALIST DOES NOT VOUCH FOR OR OTHERWISE PROVIDE ANY ENDORSEMENT OF ANY OTHER USER. YOU UNDERSTAND AND AGREE THAT ANY TRANSACTION WITH ANY USER ACCOUNT OTHER THAN THE DIALIST ACCOUNT IS ENTERED INTO SOLELY AT YOUR OWN RISK. DIALIST DISCLAIMS ALL LIABILITY WITH RESPECT SUCH PURCHASES AND ANY INTERACTIONS WITH USERS OTHER THAN THE DIALIST ACCOUNT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. DIALIST HAS NO CONTROL OVER YOUR CONDUCT OR THE CONDUCT OF USERS SELLING PRODUCTS VIA THE SERVICES.

If you offer Products for sale via your user account, you represent and warrant that all Product Information you upload to or otherwise provide through the Services are true, correct, and complete, and will comply with all applicable law. You may only offer wristwatches or equivalent wearable timepieces for sale via the Services. Once a user purchases a Product from you, you are required to fulfill the sale.

You shall be responsible for any applicable sales, use, value added or similar taxes payable with respect to Products you sell via the Services.

YOU ACKNOWLEDGE AND AGREE THAT DIALIST IS NOT A PARTY TO OR RESPONSIBLE FOR ANY PURCHASE MADE BY ANY USER OTHER THAN THE DIALSIT ACCOUNT, OR FOR ANY PARTY'S PERFORMANCE RELATED TO ANY SUCH PURCHASE. YOU UNDERSTAND AND AGREE THAT ANY TRANSACTION WITH ANY USER ACCOUNT OTHER THAN THE DIALIST ACCOUNT IS ENTERED INTO SOLELY AT YOUR OWN RISK. DIALIST DISCLAIMS ALL LIABILITY WITH RESPECT SUCH PURCHASES AND ANY INTERACTIONS WITH USERS OTHER THAN THE DIALIST ACCOUNT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. DIALIST HAS NO CONTROL OVER YOUR CONDUCT OR THE CONDUCT OF USERS SELLING PRODUCTS VIA THE SERVICES.

Dialist reserves the right to refuse to display or delist any Product that does not meet our quality standards or violates these Terms or our policies.

If a dispute arises between you and another user (a "User Dispute"), you agree to participate in good faith informal efforts to resolve such User Dispute before starting an arbitration or initiating any legal action. You agree to provide to Dialist any information we reasonably request in connection with a User Dispute. You further agree that we have the right, but not the obligation, to disclose such information to the other user(s) involved in the User Dispute as well as to other relevant third parties, including without limitation law enforcement entities.

You agree to pay all amounts owed to us for Products sold by the Dialist Account or the Services under any terms, policies or other written or electronic agreement we may have in place. We may require you to maintain valid credit card or other payment account information with us in order to purchase Products from the Dialist Account or receive the Services, and if so, you hereby authorize us to charge your credit card or other payment account for the Services. Your right to purchase Products sold by the Dialist Account through the Services is conditioned upon our receipt of payment. Refusal of product delivery does not release you from payment liability. If a payment cannot be charged to your credit card or if a charge is canceled for any reason, or if you fail to maintain valid, up-to-date payment information or to keep your payments current, we reserve the right to immediately either suspend or terminate your access and account immediately without notice, thereby terminating these Terms. Interest will be charged on all unpaid delinquent amounts owed to Dialist at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lesser. You agree to reimburse us for all collection agency fees, attorneys' fees and other costs we may incur to collect delinquent amounts you owe to us.

Our privacy policy explains how we treat your personal information and protect your privacy when you use our Services. By using our Services, you agree that we can collect, use, and share data from you as described in our privacy policy. We are not responsible for any information or Content that you share with others via your use of the Services. You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of the Service.

If you submit feedback or suggestions about our Services, you agree that we may use your feedback or suggestions without obligation to you.

You may submit, upload, and share videos, pictures, text and other content to or through the Services ("Your Content"), and in doing so you must follow these Terms and the rules and policies referenced in these Terms. You retain ownership of any intellectual property rights that you hold in Your Content. In short, what belongs to you stays yours.

When you upload, submit, or otherwise share Your Content to or through our Services, you give us (and those we work with) a royalty-free, worldwide license in perpetuity (subject to any applicable privacy laws) to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that Your Content works better with our Services), communicate, publish, publicly perform, publicly display and distribute Your Content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license continues even if you stop using our Services. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.

We may publicly display your profile information, posts, and actions you take on the Services, including displaying in ads and other commercial content. You may request that we delete any of Your Content that you submit to the Services by sending us an email at support@dialist.com. To the extent within our control we'll remove Your Content from public display and mark it for future deletion if permitted by applicable law; however, it may persist in backup or residual copies for a reasonable period of time (but will not be available to other users through the Services). For purposes of clarification, once you submit or share Your Content with others via the Services (e.g., other users or third parties), we no longer have control over those portions of Your Content and will not be able to delete it or prevent them from using it.

You agree that you will not use the Services to:

• Violate any law or a third-party's rights;
• Submit excessive or unsolicited commercial messages or spam any users;
• Submit malicious content or viruses;
• Solicit other people's login information, credit card numbers, or other sensitive information;
• Harass or bully other users; or
• Post content that is hate speech, threatening or pornographic, that incites violence or that contains nudity or graphic or gratuitous violence.

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others, and require our users and customers to do so. If you are a copyright owner or its agent and believe that any content residing on or accessible through the Services infringes upon your copyrights, you may submit a notification under the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent (the "Designated Agent") with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

• Identification of the work or material being infringed.
• Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence.
• Contact information for the notifying party (the "Notifying Party"), including name, address, telephone number, and email address.
• A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
• A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.

Please also note that the information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content. After removing material in response to a valid DMCA notice, we will notify the user responsible for the allegedly infringing material that we have removed or disabled access to the material. We will terminate, under appropriate circumstances, users who are repeat copyright infringers, and we reserve the right, in our sole discretion, to terminate any user for actual or apparent copyright infringement.

If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with us by providing the following information to the Designated Agent at the address below:

• The specific URLs of material that we have removed or to which we have disabled access.
• Your name, address, telephone number, and email address.
• A statement that you consent to the jurisdiction of U.S. District Court for the [Eastern District of Pennsylvania], and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.
• "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
• Your signature.

Upon receipt of a valid counter-notification, we will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If we do not receive any such notification within ten (10) days, we may restore the material to the Services.

The contact information for our Designated Agent is: Dialist Marketplace Inc. d/b/a Dialist Attention: Copyright Agent 325 Vaughn Vally Blvd, Woodbridge, ON L4H 3B5, Canada Email: support@dialist.com

If you believe that any of your intellectual property rights other than copyrights have been infringed, please e-mail us at support@dialist.com. We reserve the right, in our sole and absolute discretion, to suspend or terminate any user who infringes the intellectual property rights of Dialist or others, and/or to remove, delete, edit or disable access to such person's content. You agree that we have no liability for any action taken under this section.

You may be required to download software (such as a mobile app) to use the Services or certain features of the Services, and the Services may enable you to access software running on our (or our vendors') servers (collectively, "Software"). You agree that we retain the ownership of all rights, title, and interest in and to the Software. Certain Software may update automatically on your device once a new version or feature is available, and you consent to such automatic updating.

Dialist gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Software to access the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of our Services or Software, nor may you reverse engineer or attempt to extract the source code of the Services or Software, unless laws prohibit those restrictions or you have our written permission.

There may be software programs contained within certain Software that have been licensed to us by third parties. The term "Software" as used herein shall refer to this third-party software except where the term "Software" is used in the context of our ownership. The same terms and conditions, including all limitations and restrictions, set forth in these Terms apply to each third-party software program contained in the Software. You acknowledge and agree that any third-party components are owned by their applicable licensors. We do not make any representations or warranties about the operation or availability of such third-party software. Neither we, nor our licensors, shall be liable for any unavailability or removal of such third-party software. We are not responsible for any communications to or from such licensors, or for the collection or use of information by such licensors. You consent to the communications enabled and/or performed by such third-party software, including automatic updating of the third-party software without further notice. You agree that such third-party software licensors are intended third-party beneficiaries under these Terms.

We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether, at any time, without any notice or liability.

You can stop using our Services at any time, although we'll be sorry to see you go. We may also stop providing Services to you, or add or create new limits to our Services, at any time.

Sections 11 – 19 will survive termination or expiration of these Terms indefinitely.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE SERVICES, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE SERVICES ONLY FOR PURPOSES THAT ARE AT ALL TIMES LEGAL, PROPER AND IN STRICT ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.

Without limiting the foregoing, you hereby represent, warrant, and agree that your use of the Services, including but not limited Your Content and any Products you offer for sale through the Services, will not (and will not allow any third party to): (a) infringe or violate the rights of any third party, including, without limitation, any intellectual property or other proprietary rights, (b) include any pornographic or sexually explicit content, materials that promote or glorify violence, materials that are hateful or promote discrimination on the basis of race, gender, age, sexual orientation, ethnicity, national origin, disability, marital or veteran status or any other protected characteristic or status or materials promoting criminal or illegal activities, (c) contain viruses, spyware, malware or other harmful or surreptitiously installed code, including, without limitation, code that is installed on a User's computing device without his or her prior affirmative informed consent and any code that is not easy to uninstall or that frustrates uninstallation efforts, (d) involve modifying, adapting, translating, reverse engineering, reformatting or framing any portion of the Services, (f) involve accessing or using the Services for the purpose of creating a product or service that is competitive with any of our offerings, (g) involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Services, and (h) will not otherwise violate any applicable law, rule, ordinance or regulation or foreseeably expose Dialist to any civil or criminal liability, including, without limitation, money laundering, fraud, or any impersonation of another person (each a "Prohibited Use").

Notwithstanding anything to the contrary, you understand and agree that, if you engage in any of the Prohibited Uses or otherwise breach these Terms, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your account and disallow your future use of the Services. In the event we suspend your account, we reserve the right to charge you a reactivation fee in order to reinstate your account.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER DIALIST NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE PRODUCTS OR SERVICES. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE PRODUCTS OR SERVICES, OR THE RELIABILITY OR AVAILABILITY OF THE PRODUCTS OR SERVICES, OR THE ABILITY OF THE PRODUCTS OR SERVICES TO MEET YOUR NEEDS. WE ALSO DO NOT MAKE ANY WARRANTIES OR COMMITMENT IN CONNECTION WITH THE PRODUCTS OR SERVICES RELATING TO, AS APPLICABLE, NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS IN CONNECTION WITH THE PRODUCTS OR SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, WE PROVIDE THE PRODUCTS AND SERVICES AND ALL INFORMATION PROVIDED THROUGH THE SERVICES "AS-IS."

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, DIALIST SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY PRODUCT YOU PURCHASE THROUGH THE SERVICES AND SHALL HAVE NO LIABILITY ARISING FROM YOUR USE OF SUCH PRODUCT….

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES IN CONNECTION WITH THE SERVICES AND THE PRODUCTS.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, "RELEASED PARTIES") FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, "LIABILITIES") THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY'S CONDUCT RELATED TO USE OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

TO THE EXTENT NOT PROHIBITED BY LAW, DIALIST (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF DIALIST (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF THE SERVICES, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLY YOU THE SERVICES AGAIN).

IN ALL CASES RELATING TO PROVIDING YOU THE SERVICES, DIALIST (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS, DELAYS (INCLUDING, BUT NOT LIMITED TO, DELAYS SHIPPING THE PRODUCTS, OR FAILURES OR DELAYS OF COMMON CARRIERS), PUBLIC HEALTH EMERGENCY, NATURAL DISASTERS, ACTS OF GOVERNMENT, SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES.

If you are using our Services on behalf of a business or employer, you are accepting these Terms on their behalf, and that business or employer agrees to be bound by these Terms.

You hereby agree to indemnify, defend, and hold harmless Dialist, its affiliated companies, and its and their predecessors, successors, and assigns, and its and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys' fees), resulting from or arising out of your actual or alleged breach of these Terms, any Content you provide through the Services, or your use or misuse of the Services. However, you will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our violation of applicable law.

We may modify these Terms or any additional terms that apply to a Service for any reason, for example, to reflect changes to the law or changes to our Services. You should look at the Terms regularly and the "Last Updated" date at the beginning of these Terms. We'll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Services, or via email. By continuing to use the Services after we make these modifications, you agree that you will be subject to the modified Terms. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.

If there is a conflict between these Terms and any additional terms for a Service, the additional terms will control for that conflict.

These Terms control the relationship between Dialist and you. They do not create any third-party beneficiary rights (except in the limited case of Section 18). If you do not comply with these Terms, and we don't take action right away, this doesn't mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.

The laws of Canada and the Province of Ontario, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location, will apply to any disputes arising out of or relating to these terms or the Services.

You may not assign or delegate your rights or obligations relating to these terms or your account for the Services without our prior written consent. We may assign these terms or assign or delegate any of our rights or obligations at any time.

For information about how to contact Dialist, please visit our contact page.

You agree that in addition to these Terms, your use of Dialist Private Club is subject to the usage rules set forth in Apple's App Store terms of service, if you download our app from the App Store, or in Google's Play terms of service, if you download the app from Google Play, or any other third party platform, developer or distributor end-user license agreement and/or terms and conditions by which you agree to be bound when you download Dialist Private Club or otherwise access the Services.

Without limiting the generality of the foregoing, if you downloaded Dialist Private Club from Apple, you and Dialist acknowledge and agree to the following: This agreement is concluded between you and Dialist only, and not with Apple Inc. ("Apple"). The mobile app downloaded from Apple may only be used on Apple hardware products. Dialist, not Apple, is solely responsible for the app and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the app. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Dialist's sole responsibility. Dialist, not Apple, is responsible for addressing any claims by you or any third party relating to the app or your possession and/or use of the app, including, but not limited to: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the app or your possession and use of the app infringes that third party's intellectual property rights, Apple will have no responsibility for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Apple, and Apple's subsidiaries, are third party beneficiaries of this agreement, and upon your acceptance of the terms and conditions of the agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the agreement against you as a third-party beneficiary thereof.

READ THE FOLLOWING ARBITRATION PROVISION CAREFULLY, IT LIMITS YOUR RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION. Without limiting your waiver and release in Section 13, you agree that any dispute, controversy, or Claim arising out of or relating to these Terms, your use of the Services, or the purchase of any Products through the Services, or the determination of the scope or applicability of arbitration shall be governed as set forth below in this Section 19. This Arbitration provision will survive the termination or expiration of these Terms.

Any legal or equitable claim relating to the use of the Services or the purchase of any Product through the Services (referred to as a "Claim") asserted by either party will be resolved only by binding arbitration ("Arbitration"). By agreeing to Arbitration, both you and Dialist understand and agree that all processes, such as a court action or administrative proceeding, to settle disputes shall be decided by a single arbitrator and that you are waiving your rights to maintain other available resolution processes, such as a court action or administrative proceeding, to settle disputes. Instead of suing in court, both you and Dialist each agree to settle disputes (except certain small claims as set forth below) only by Arbitration.

ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL.

The rules in Arbitration are different. There is no judge or jury, and review is limited, but an arbitrator can award similar damages and relief and must consider the same limitations stated in these Terms as a court would. The Arbitration will be conducted under the JAMS Streamlined Arbitration Rules and Procedures (referred to as the "JAMS Rules") and under the rules set forth in these Terms. If there is a conflict between JAMS Rules and the rules set forth in these Terms, the conditions set forth in these Terms will govern. You may in Arbitration seek any and all remedies otherwise available to you pursuant to the law of the governing state, province, or territory, as applicable. If you decide to initiate Arbitration, Dialist agrees to pay the Arbitration initiation fee and any additional required deposit required by JAMS to initiate your Arbitration. Dialist agrees to pay the costs of the Arbitration proceedings. All other fees, such as attorneys' fees and expenses of travel to the Arbitration, will be paid in accordance with JAMS Rules. The arbitration will be held at a location in the state, province, or territory of your residence, if possible, unless you and Dialist both agree to another location or virtual Arbitration. To initiate Arbitration, you or Dialist must do the following things:

• Write a Demand for Arbitration. The Demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at jamsadr.com.
• Send three copies of the Demand for Arbitration, plus the appropriate filing fee to: JAMS to your local JAMS office, or to JAMS, 620 Eighth Ave., 34th Floor, New York, NJ 10018.
• Send one copy of the Demand for Arbitration to the other party.

Special rules in the Arbitration Proceeding:

• Except for errors of law, the arbitrator's decision is final and binding on all parties and may be enforced in any Federal or State court that has jurisdiction.
• The substance of any dispute where public injunctive relief is available shall be decided by the court of competent jurisdiction. Only if the claimant succeeds on the Claim permitting the remedy of a public injunction may such claimant request that a court of competent jurisdiction enter an injunction in conformity with the arbitral award.
• Neither you nor Dialist shall be entitled to join or consolidate Claims in Arbitration by or against other individuals or entities or arbitrate any Claim as a representative member of a class or in a private attorney general capacity.

THIS MEANS THAT YOU WAIVE YOUR RIGHT TO INITIATE OR PARTICIPATE IN ANY CLASS OR CONSOLIDATED ACTION WHATSOEVER.

Accordingly, you and Dialist agree that the JAMS Class Action Procedures do not apply to our Arbitration. A court may sever any portion of this dispute resolution provision if it finds such unenforceable, except for the prohibition on class, representative and private attorney/lawyer general arbitrations. Notwithstanding the obligation to arbitrate all Claims under these Terms, you may assert an individual Claim in small claims court of your jurisdiction in lieu of Arbitration.