Terms of Service

These Terms of Service (these “Terms”) are a binding agreement between Aibe Inc., a Delaware corporation (“Diald,” “we,” “us,” or “our”) and the individual or entity accepting these Terms or accessing the Services (“Customer,” “you,” or “your”). These Terms govern access to and use of the Diald platform (the “Platform”), and any other Diald offering that references these Terms, and all related Diald tools, documentation, and services (the “Services”).

These Terms take effect on the earlier of (a) the date Customer first electronically consents to a version of these Terms and (b) the date Customer first accesses the Services (the “Effective Date”). By accepting these Terms or accessing the Services, you represent that you are at least 18 years old and have the legal capacity to enter into these Terms.

Notice Regarding Organizational Use. If you accept these Terms or use the Services on behalf of a company, fund, partnership, or other organization, you represent and warrant that you have full authority to bind that organization, in which case “Customer” refers to that organization and its permitted “Users” (individuals authorized by Customer to use the Services under Customer’s account). If you do not have such authority, you must not accept these Terms or use the Services on the organization’s behalf.

(a) Overview; License to Use the Services. Subject to Customer’s compliance with these Terms and payment of applicable Fees, Diald grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Services, and to permit its Users to access and use the Services, solely for Customer’s internal business purposes and in accordance with these Terms and Diald’s applicable documentation. Diald may modify, enhance, or discontinue features of the Services from time to time, provided that Diald will not materially degrade the core functionality of a paid subscription during a then-current billing period.

(b) Third-Party Features; Third-Party AI Providers and Data Sources. The Services interoperate with, and certain features are powered by, technology and content that Diald does not control, including: (i) large language models and other artificial intelligence services made available by third-party providers (“Third-Party AI Providers”); and (ii) market, transactional, demographic, crime, zoning, news, listing, and other data licensed or obtained from third-party sources (“Third-Party Data”). Third-party features, models, and data sources may change, be interrupted, or become unavailable without notice, and Diald makes no representation or warranty regarding, and is not responsible for, any third-party products, services, models, interfaces, or data, which are provided subject to Section 12 (Warranties and Limits on Liability). Customer’s use of any separately contracted third-party service in connection with the Services is governed solely by Customer’s agreement with that third party.

(c) Feedback. If Customer or any User provides Diald with suggestions, ideas, or other feedback regarding the Services (“Feedback”), Diald may use the Feedback without restriction or obligation to Customer, and Customer hereby grants Diald a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, and otherwise exploit the Feedback for any purpose. Feedback excludes Customer Content.

(a) Definitions. “Inputs” means all data, documents, files, prompts, instructions, parameters, and other materials that Customer or its Users submit to the Services, including uploaded documents. “Outputs” means the results generated by the Services in response to Inputs, including Diald Memos, extracted data, monitoring alerts, and pro forma analyses. Inputs and Outputs are collectively “Customer Content.”

(b) Ownership of Customer Content. As between the parties, Customer owns all Inputs. Subject to these Terms (including Section 4(g) (Third-Party Data; User-Supplied Comparables) and Section 5 (IP Rights)), and to the extent permitted by applicable law, Diald hereby assigns to Customer all of Diald’s right, title, and interest, if any, in and to the Outputs generated for Customer through Customer’s authorized use of the Services. Customer acknowledges that, due to the nature of machine learning and the Services’ reliance on common data sources, Outputs may not be unique, and the Services may generate the same or similar output for other customers; nothing in these Terms restricts Diald from generating outputs for other customers, provided Diald does not disclose Customer’s Inputs in doing so.

(c) License to Process Uploaded Documents and Other Inputs. Customer grants Diald and its subcontractors (including Third-Party AI Providers acting on Diald’s behalf) a worldwide, non-exclusive, royalty-free license during the Term to host, store, cache, transmit, reproduce, display, reformat, parse, convert, perform OCR upon, extract data and text from, index, classify, analyze (including via automated and AI-assisted means), and create technical and derivative representations (such as text renditions, embeddings, and structured data extractions) of Customer Content, in each case solely as necessary to: (i) provide, maintain, secure, and improve the operation of the Services for Customer; (ii) generate Outputs at Customer’s direction; (iii) prevent or address service, security, support, or technical issues; (iv) comply with applicable law, regulation, or legal process; and (v) enforce these Terms. This license terminates upon deletion of the applicable Customer Content from the Services, subject to routine backup cycles and legal retention obligations.

(d) No Training on Customer Content. Diald will not use Customer Content to train, fine-tune, or otherwise improve any artificial intelligence or machine learning model, whether developed by Diald or any third party. For clarity, the improvement rights described in Section 2(c)(i) are limited to operational improvements (such as reliability, quality assurance, and security) using Customer Content only in de-identified and aggregated form that does not identify Customer, any User, any specific property under evaluation by Customer, or any natural person.

Diald processes personal information in accordance with its Privacy Policy, available at https://www.diald.ai/privacy, which is incorporated into these Terms by this reference. To the extent Inputs include personal information, Customer (i) is responsible for providing all legally required notices to, and obtaining all legally required consents and authorizations from, the individuals to whom the personal information relates, and (ii) represents that its disclosure of such personal information to Diald and the processing contemplated by these Terms comply with applicable privacy and data protection laws. To the extent Diald processes personal information contained in Inputs on Customer’s behalf, Diald acts as a “service provider” or “processor” under applicable law, will process such personal information solely to provide the Services and as otherwise permitted for service providers, will not “sell” or “share” such personal information (as those terms are defined in the CCPA), and will not retain, use, or disclose it outside the direct business relationship between the parties except as permitted by law. Diald maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content. If Customer requires a separate data processing addendum, the parties may execute Diald’s standard DPA, which will control over this Section 3 in the event of conflict.

(a) Compliance with Laws. Each party will comply with all laws, rules, and regulations applicable to its performance and use under these Terms. Without limiting the foregoing, Customer will comply with all laws applicable to Customer’s real estate, lending, leasing, investment, and brokerage activities conducted in connection with the Services, including fair housing, fair lending, anti-discrimination, consumer protection, privacy, and antitrust laws.

(b) Permitted Uploads; Prohibited Sensitive Data. The Services are designed for the analysis of commercial and investment real estate documents and market information, such as offering memoranda, rent rolls, trailing operating statements, leases and abstracts, appraisals, broker packages, title and environmental reports, and financial models (“Permitted Materials”). Customer must upload only Permitted Materials and other content Customer has the right to submit. Customer must not upload, submit, or otherwise provide to the Services, and must instruct its Users not to upload, submit, or provide: (i) Social Security numbers, driver’s license numbers, passport numbers, or other government-issued identification numbers; (ii) payment card data, bank account numbers, or other financial account credentials; (iii) protected health information or other health, medical, or insurance record data; (iv) biometric identifiers or biometric information; (v) usernames, passwords, or other access credentials or security codes; (vi) personal information of individuals known to be under 16 years of age; (vii) consumer report information subject to the Fair Credit Reporting Act, including tenant screening reports and credit reports; (viii) precise geolocation data of identified natural persons; or (ix) any information subject to heightened regulatory protection, including “sensitive personal information” as defined under applicable state privacy law, except as expressly permitted in writing by Diald (collectively, “Prohibited Data”). If Permitted Materials incidentally contain personal information of tenants, guarantors, or other individuals (for example, in a rent roll), Customer must redact Prohibited Data before upload where feasible and, in all cases, is solely responsible for its decision to include any personal information in an Input. Diald may, but has no obligation to, remove or quarantine content that Diald reasonably believes constitutes Prohibited Data.

(c) Prohibited Uses. Customer must not, and must not permit any User or third party to, use the Services or Outputs to: (i) violate any person’s privacy rights, including by surveilling, tracking, stalking, harassing, doxxing, or profiling any tenant, occupant, owner, or other individual, or by attempting to identify or locate any natural person; (ii) engage in any illegal, deceptive, fraudulent, or predatory practice, including predatory lending, tenant harassment or intimidation, unlawful eviction practices, misrepresentation of property condition or value, price-fixing or other collusive conduct, or market manipulation; (iii) make or support housing, lending, leasing, tenancy, insurance, or employment decisions in a manner that discriminates against any individual or group on the basis of any characteristic protected under applicable law, including through digital redlining or discriminatory targeting, screening, or steering; (iv) present any Output as an appraisal performed by a licensed or certified appraiser, or otherwise misrepresent the origin, nature, or accuracy of any Output; (v) generate, transmit, or store unlawful, infringing, defamatory, or malicious content or code; (vi) circumvent usage limits, security controls, or license restrictions applicable to the Services or any Third-Party Data; or (vii) scrape, harvest, or extract data from the Services except through features Diald provides for that purpose.

(f) Customer-Directed Assumptions, Filters, and Comparables. Certain features permit Customer and its Users to direct or modify the analysis performed by the Services, including by selecting, adding, excluding, or adjusting comparable properties (“Comps”), assumptions (such as rent growth, expense, vacancy, exit, and capitalization rate assumptions), filters, data ranges, weightings, and other parameters (collectively, “Customer-Directed Elements”). Outputs generated using Customer-Directed Elements reflect Customer’s own judgments and instructions. As between the parties, Customer is solely responsible for Customer-Directed Elements and for the effect of Customer-Directed Elements on any Output, and Diald will have no liability, and makes no representation or warranty, with respect to any Output (or portion of an Output) to the extent it results from Customer-Directed Elements or from errors, omissions, or inaccuracies in Inputs. Where an Output materially reflects Customer-Directed Elements, Customer is responsible for disclosing that fact to any person with whom Customer shares the Output.

(g) Third-Party Data; User-Supplied Comparables and Licensing Restrictions. Third-Party Data made available through the Services is licensed, not sold, and may be subject to pass-through restrictions imposed by Diald’s data licensors. Unless expressly permitted by Diald in writing, Customer may use Third-Party Data only within the Services and within Outputs for Customer’s internal business purposes, and must not extract, redistribute, resell, publicly display, or use Third-Party Data to create or contribute to any database, index, valuation model, or competing data product. Where Customer or its Users supply their own Comps or other third-party sourced data as Inputs (including data obtained from multiple listing services, brokerages, or commercial data providers), Customer represents and warrants that it has all rights, licenses, and permissions necessary to submit such data to the Services and to use it in the manner contemplated, and Customer is solely responsible for complying with all license terms, confidentiality obligations, and usage restrictions applicable to such data. Diald has no obligation to verify Customer’s rights in any Input.

(h) Use Restrictions. Customer may not and must not attempt to: (i) access the Services to build a competing product or service, including to train competing AI models, or resell the Services, except as expressly approved by Diald in writing; (ii) reverse engineer, decompile, disassemble, copy, or duplicate the Services or any portion thereof, except to the extent such restriction is prohibited by applicable law; or (iii) support or enable any third party’s attempt at any of the conduct restricted in this sentence.

(i) Account Activities. Customer is responsible for all activity occurring under its account and User credentials, whether or not authorized by Customer, and for maintaining the confidentiality of its credentials. Customer must promptly notify Diald at help@diald.ai upon becoming aware of any unauthorized access to or use of its account or any other compromise of account security, and will reasonably cooperate with Diald’s investigation of the same.

(a) Diald IP. Diald and its licensors own and retain all right, title, and interest in and to the Services, the Platform, all software, models, prompts, templates, report formats and structures, interfaces, documentation, Third-Party Data compilations, aggregated and de-identified usage data, and all related intellectual property rights (collectively, “Diald IP”). No rights are granted to Customer other than as expressly set forth in these Terms. Diald reserves all rights not expressly granted.

(b) License to Diald Memos and Reports. Subject to these Terms, Diald grants Customer a non-exclusive, non-transferable license to use Diald Memos and other reports generated through the Services (collectively, “Reports”) for Customer’s internal business purposes, including sharing Reports with Customer’s employees, professional advisors, lenders, and capital partners in connection with Customer’s own evaluation of, or transactions involving, specific properties, provided such recipients are made aware of the limitations described in Sections 4(d) and 4(e). Customer must not sell, license, syndicate, or otherwise distribute Reports (or any substantial portion of a Report) as a standalone product or service, use Reports to provide analysis services to third parties as a service bureau, or remove any proprietary notices or AI-generation disclosures from Reports.

Diald offers subscription-based plans billed monthly in advance. Each plan provides a defined level of analysis capacity and feature access as described on Diald’s pricing page (the “Pricing Page”). “Fees” means the subscription fees and any other amounts payable by Customer for the Services. Plan features, capacity levels, and pricing are as stated on the Pricing Page at the time of purchase or renewal; Diald may change pricing and plan features effective upon Customer’s next renewal by providing notice at least 30 days before the change takes effect, and Customer’s continued use after the renewal date constitutes acceptance of the change. Fees are exclusive of taxes, and Customer is responsible for all applicable sales, use, and similar taxes, other than taxes on Diald’s income.

(a) Teams and Enterprise Plans. Custom plans for teams and organizations are available upon request and are billed as described in the applicable ordering document, order form, or checkout flow at the time of subscription (each, an “Ordering Document”).

(b) Payment. All Fees are payable in U.S. dollars. Diald processes payments through Stripe or another third-party payment processor, and Customer’s payment information is handled subject to that processor’s terms and privacy policy. By providing payment information, Customer represents that it is authorized to use the payment method and authorizes Diald (through its processor) to charge all applicable Fees, including recurring subscription Fees, to that payment method.

(c) Automatic Renewal; Cancellation. Customer’s subscription automatically renews for successive monthly periods, and Diald (through its payment processor) will automatically charge the then-current subscription Fee to Customer’s payment method at the start of each renewal period, until Customer cancels. Customer may cancel at any time through the account settings page of the Platform using the online “cancel” mechanism (or by emailing help@diald.ai) and cancellation will be effective at the end of the then-current billing period. Cancellation must be completed before the renewal date to avoid the next charge. Following cancellation, Customer retains access to its plan through the end of the billing period already paid. The renewal terms, cancellation policy, and Fee amounts are disclosed at the point of purchase, and Diald will provide any renewal reminders and post-purchase confirmations required by applicable automatic renewal laws.

(d) Final Sales; Sole Refund Remedy. Due to the nature of AI-generated analysis, which is performed and delivered upon request, all purchases are final and non-refundable except as expressly provided in these Terms or required by applicable law. However, if any part of an analysis is incomplete or inaccurate, Diald will refine and re-run it at no additional cost as described in Section 8 (Quality Assurance).

(a) Term. These Terms commence on the Effective Date and continue until terminated in accordance with this Section 9 (the “Term”).

(b) Termination. Each party may terminate these Terms at any time for convenience by providing Notice (as defined in Section 13(a)) to the other party, except that Diald must provide at least 30 days’ prior Notice of termination for convenience. Either party may terminate these Terms for the other party’s material breach by providing 30 days’ prior Notice detailing the nature of the breach, unless the breach is cured within that 30-day period. Diald may terminate these Terms immediately upon Notice if Diald reasonably believes or determines that Diald’s provision of the Services to Customer is prohibited by applicable law.

(c) Suspension. Diald may suspend Customer’s or any User’s access to all or part of the Services immediately, with Notice where practicable, if Diald reasonably determines that: (i) Customer’s or a User’s use of the Services violates Section 4 (Acceptable Use; Customer Obligations) or poses a security risk to, or may materially harm, the Services, Diald, or any third party; (ii) suspension is necessary to comply with applicable law or the requirements of a Third-Party AI Provider or data licensor; or (iii) undisputed Fees are overdue by more than 15 days after Notice of nonpayment. Diald will limit any suspension in scope and duration to what is reasonably necessary and will promptly restore access once the grounds for suspension are resolved. Suspension does not relieve Customer of its obligation to pay Fees, and Diald will not be liable for any damages arising from a suspension made in accordance with this Section.

(d) Effect of Termination. Upon expiration or termination of these Terms: (i) all rights and licenses granted to Customer will immediately terminate and Customer must cease use of the Services; (ii) Customer remains responsible for all Fees accrued through the effective date of termination, and, except under the Quality Assurance Policy or where these Terms are terminated by Customer for Diald’s uncured material breach or by Diald for convenience (in which cases Diald will refund any prepaid Fees for the unused portion of the then-current billing period), Fees are non-refundable; (iii) for 30 days following termination, Customer may export Customer Content stored in the Platform using available export features or by written request, after which Diald may delete Customer Content in accordance with its data retention practices, subject to routine backups and legal retention obligations; and (iv) any provision of these Terms that by its nature should survive, including Sections 1(c), 2, 3, 4(d)–(h), 5, 6–8 (with respect to accrued obligations), 9(d), and 10–13, will survive.

(a) Dispute Notice; Informal Resolution. Before initiating any arbitration or permitted court proceeding, the party asserting a dispute must send the other party a written notice describing the nature and basis of the dispute and the relief sought (a “Dispute Notice”), to the Notice addresses in Section 13(a). The parties will attempt in good faith to resolve the dispute informally, including through at least one telephone or video conference if requested, for 60 days after the Dispute Notice is received. A claim may be filed only if the dispute remains unresolved after that period, and completion of this process is a condition precedent to initiating arbitration or litigation.

(b) Binding Arbitration; Class Action Waiver. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved exclusively by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, before a single arbitrator, seated in Los Angeles County, California, conducted in English. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator has exclusive authority to resolve any dispute regarding the interpretation, applicability, or enforceability of this arbitration agreement, except that only a court may decide the enforceability of the class action waiver below. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead: (i) bring an individual claim in small claims court if it qualifies; or (ii) seek temporary or preliminary injunctive relief in court for actual or threatened infringement, misappropriation, or violation of intellectual property rights or breach of Section 4 (Acceptable Use; Customer Obligations). THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION; EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY. If the class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court under Section 13(g), with the remainder in arbitration. Customer may opt out of this arbitration agreement by sending written notice to help@diald.ai within 30 days of first accepting these Terms.

(a) Claims Against Customer. Diald will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim, or that an arbitrator awards a third party, or under any Diald-approved settlement of such Customer Claim. “Customer Claim” means a third-party claim, suit, or proceeding alleging that Customer’s paid use of the Services in accordance with these Terms, or Outputs generated through such authorized use, violates any third-party intellectual property right.

(b) Claims Against Diald. Customer will defend Diald and its personnel, successors, and assigns from and against any Diald Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Diald Claim, or that an arbitrator awards a third party, or under any Customer-approved settlement of such Diald Claim. “Diald Claim” means any third-party claim, suit, or proceeding related to Customer’s or its Users’ (i) Inputs or other data provided by Customer, including User-supplied Comps and any asserted violation of third-party data license restrictions or privacy rights arising from such data, or (ii) use of the Services in violation of these Terms. Diald Claims and Customer Claims are each a “Claim,” as applicable.

(c) Exclusions. Neither party’s defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party’s fraud, willful misconduct, violation of law, or breach of these Terms. Additionally, Diald’s defense and indemnification obligations will not apply to the extent a Customer Claim arises from: (i) modifications made by Customer to the Services or Outputs; (ii) the combination of the Services or Outputs with technology, data, or content not provided by Diald; (iii) Inputs or other data provided by Customer, including Customer-Directed Elements; (iv) use of the Services or Outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (v) the practice of a patented invention contained in an Output; or (vi) an alleged violation of trademark rights based on Customer’s use of an Output in trade or commerce.

(d) Indemnification Process. The indemnified party must promptly notify the indemnifying party of the relevant Claim and will reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations, settlement, or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires it to admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying party’s obligations will be excused to the extent either of the following materially prejudices the defense: (i) the indemnified party’s failure to provide prompt notice of the Claim; or (ii) the indemnified party’s failure to reasonably cooperate in the defense.

(e) Sole Remedy. To the extent covered under this Section 11 (Indemnification), indemnification is each party’s sole and exclusive remedy under these Terms for the applicable third-party Claims.

(a) Mutual and Customer Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms. Customer further represents and warrants that: (i) it has, and will maintain, all rights, licenses, consents, and permissions required to submit Inputs to the Services and to grant the licenses in Section 2; and (ii) its Inputs, and Diald’s processing of Inputs as contemplated by these Terms, do not and will not violate applicable law or any third-party right, including intellectual property, contract, privacy, or publicity rights.

(b) Disclaimer of Warranties.

(c) Limits on Liability. Except for the parties’ indemnification obligations under Section 11, the liability of each party, and its affiliates and licensors, for any damages arising out of or related to these Terms: (i) excludes damages that are consequential, incidental, special, indirect, or exemplary, including lost profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services; and (ii) is limited, in the aggregate, to the Fees paid by Customer for the Services in the 12 months preceding the event first giving rise to liability.

(d) Application of Limits.

(e) Basis of the Bargain. The parties agree that they have entered into these Terms in reliance on the terms of this Section 12 (Warranties and Limits on Liability), and that those terms reflect the allocation of risk between the parties (including the disclaimers regarding reliance on AI-generated analysis) and form an essential basis of the bargain between the parties.

(a) Notices. “Notice” means written notice delivered: (i) to Diald, by email to legal@diald.ai; and (ii) to Customer, by email to the address associated with Customer’s account or through in-Platform notification. Notice is deemed given when sent by email, upon posting within the Platform, or three business days after deposit in the mail.

(b) Electronic Communications. Customer consents to receive communications from Diald electronically, including by email and through the Platform, and agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing. Customer’s electronic acceptance of these Terms has the same legal effect as a handwritten signature.

(c) Amendment; Modification. Diald may update these Terms from time to time. For material changes, Diald will provide Notice at least 15 days before the changes take effect (including by email or in-Platform notice), and the updated Terms will apply upon the earlier of Customer’s acceptance or the start of Customer’s next renewal period after the effective date of the change. If Customer does not agree to updated Terms, Customer’s sole remedy is to cancel its subscription before the updated Terms take effect. No other amendment is effective unless in a writing that both parties execute or that Customer accepts through the Platform.

(d) Assignment; Delegation. Customer may not assign or delegate any rights or obligations under these Terms, in whole or in part, without Diald’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets, provided the successor is not a competitor of Diald and agrees in writing to be bound by these Terms. Diald may assign these Terms in whole or in part. Any purported assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

(e) Severability. If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permissible and, if it cannot be enforced, will be severed, and the remaining provisions will remain in full force and effect, except as provided in Section 10(b) with respect to the class action waiver.

(f) Interpretation. Section headings are for convenience only. “Including” and its variants mean “including without limitation.” “Or” is not exclusive. No rule of construction will be applied against the drafting party. These Terms do not create any partnership, joint venture, agency, or employment relationship, and there are no third-party beneficiaries except the indemnified persons identified in Section 11.

(g) Governing Law; Venue. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles, and, where applicable, the Federal Arbitration Act. Subject to Section 10 (Disputes), the state and federal courts located in Los Angeles County, California will have exclusive jurisdiction over any claim not subject to arbitration, and each party consents to personal jurisdiction and venue in those courts.

(h) Export and Sanctions. Customer represents that it and its Users are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and are not identified on any U.S. government restricted-party list. Customer will comply with all applicable export control and sanctions laws in connection with its use of the Services and will not permit access to the Services in violation of such laws.

(i) Integration; Order of Precedence. These Terms, together with the Privacy Policy, the Pricing Page, any Ordering Documents, and any policies expressly incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, understandings, and communications regarding the Services. In the event of a conflict, the following order of precedence applies: (i) a mutually executed Ordering Document (but only for the transaction it governs); (ii) these Terms; and (iii) any incorporated policies.

(j) Force Majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or internet failures, or failures or degradations of Third-Party AI Providers or other third-party services, provided the affected party uses reasonable efforts to mitigate the impact and resumes performance as soon as practicable.

(k) Contact. If you have questions about these Terms, contact us at: Email: legal@diald.ai