These Terms apply to your use of the Diolog Mobile Application, including the application, functionality, insights, and content (collectively, the App) created by Diolog Pty Limited ACN 649 313 833, Level 26, 56 Pitt Street, Sydney, NSW 2000 (Diolog or us or we).  We can be contacted at hello@diolog.com.au.

Diolog provides a software solution to facilitate two-way communication between companies and their retail shareholders, through the App and through our online hosted software for our listed company customers (collectively referred to as our Service).  

Please read these Terms carefully so that you know what your rights and obligations are when using the App. These Terms include a disclaimer of our warranties, and a limit on our liability and an indemnity from you.  

1. About these Terms

By using the App, you agree to be bound by these Terms which constitute a binding agreement between you and Diolog.  If you do not agree with these Terms, you may not use the App.

We may amend these Terms at any time. We will notify you when this happens. By continuing to use the App after the Terms have been amended, you accept the amended Terms. If you do not agree with the amended Terms, your exclusive remedy is to stop using the App.

2. User Account 

In order to use the App and access the App content, you will be required to set up an account in the App (User Account).

When you create a User Account, you must give us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your User Account.

You are responsible for safeguarding the password that you use to access the App and for any activities or actions under your password. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your User Account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorisation, or a name that is otherwise offensive, vulgar or obscene.

3. Licence  

We grant you a limited, revocable, non-exclusive, non-transferable, right to access and use the App subject to these Terms.

4. No Fees  

We do not charge you any fees for installing or using the App.  

5. User Feedback

We encourage all users to provide suggestions, proposals, ideas, recommendations or other feedback about improvements that could be made to our Service. If you give us any feedback, you grant us a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and licence to use, reproduce, disclose, sub-license, distribute, modify and exploit such feedback without restriction.

6. App Content

You can create Content

Our Service allows you (and other users) to create and post content to other users of the Service, such as text and audio questions to listed company users or other information that the App allows you to create and make available to other users (Content).

You agree that you are solely responsible for Content posted through your User Account, including its legality, reliability, and appropriateness; and for all activity that occurs under your User Account, whether done by you or any third person using your account.

You retain all of your rights to any Content you post on or through the App. By posting Content to the App, you grant us a perpetual royalty-free licence to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through our Service. You agree that this licence includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.

You represent and warrant that: (a) the Content is yours (you own it) or you have the right to use it and grant us the rights and licence as provided in these Terms, and (b) the posting of your Content on or through the Service does not violate any law, or the privacy rights, intellectual property rights, contract rights or any other rights of any person.

Content Restrictions

You may not transmit any Content that is misleading or deceptive, unlawful, offensive, upsetting, intended to disgust, threatening, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

• Unlawful or promoting unlawful activity.
• Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
• Spam, machine – or randomly – generated, constituting unauthorised or unsolicited advertising, chain letters, any other form of unauthorised solicitation, or any form of lottery or gambling.
• Infringing on any intellectual property rights of any party.
• Impersonating any person or entity including Diolog, or our listed company customers.
• Violating the privacy of any third person.
• False information and features.

We reserve the right, but not the obligation, to determine whether or not any Content is appropriate and complies with these Terms, and to refuse to post, or to remove, this Content.  We may also make formatting changes to any Content.  

Content Backups

Although regular backups of Content are performed, we do not guarantee there will be no loss or corruption of data.  Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

We will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of your Content. But you acknowledge that we have no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.  You agree to maintain a complete and accurate copy of your Content in a location independent of the Service.

Other Users’ Content 

Our Service allows other users to post Content, including for listed companies to post announcements, questions & answers and other company information.  We are not responsible for this Content or any actions you take based on it.  

If you have any complaints about Content you receive through the App, please contact us.  

Use of AI Technology

The App incorporates and uses training, self-improving, or machine learning software, algorithms, hardware, or other artificial intelligence tools (currently provided by OpenAI, LLC) (AI Technology). While AI Technology can provide valuable assistance and improve efficiency, you acknowledge that: AI Technology has inherent limitations and may produce inaccurate or incomplete results; Diolog does not guarantee error-free operation due to these limitations; and it is your responsibility to verify the accuracy and appropriateness of any output generated by AI Technology.

‍

7. Compliance with Laws 

You must comply with all applicable laws, rules and regulations in connection with your use of the App, including: the Corporations Act 2001, the Australian Securities and Investments Commission Act 2001, ASIC Market Integrity Rules or other ASIC regulatory guides or instruments, Australian Financial Services licence terms, ASX Listing Rules or Operating Rules and the Privacy Act 1988 (Cth). 

Without limiting any other part of these Terms, you must not use the App to engage in share market misconduct including insider trading, market manipulation, creating a false market or making false or misleading statements.  

8. Restrictions on using the App 

Without limiting any other part of these Terms, you must not use the App to do any of the following things:

• transmit any viruses, worms, malware, trojan horses, or other content that disrupts, damages or limits the functioning of any software, hardware or telecommunications equipment
• damage or obtain unauthorised access to any data or personal information of a third person
• develop or operate products or services which perform the same or similar functions as the App, in competition with Diolog
• modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of our software; or reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about Diolog and our software   
• bypass technical security measures of the computer systems of Diolog, other users or third parties
• impede the functionality of the App or any of its features, including interfering with or disrupting the integrity, operation, or performance of our hosting environment, or the use or enjoyment of the App by other users
• infringe any intellectual property rights, privacy rights or any other rights of Diolog or a third party.

‍9. Third Party Links

The App may contain information that is derived from and/or may refer to websites, products or services (for instance through hyperlinks, banners or buttons) of third parties. 

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party site, content or services.  We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

10. Modification to the App 

We may change and/or update the App and replace the design and layout of any of the features or functionality of the App without any prior notification.  We may put the App out of service and/or reduce the use of it without any prior notification, if we believe such action is necessary, for example, to maintain the Service or due to events outside our control (such as interruptions or failure of hosting or internet services or governmental, legal or regulatory restrictions). 

11. Intellectual Property Rights

You acknowledge and agree that the App and Service and their original content (excluding Content provided by you or other users), features and functionality, are and will remain the exclusive property of Diolog and its licensors; and that the App and the Service are protected by copyright, trademark, and other laws.  We retain all intellectual property rights in the App and Service.  

12. Privacy

By using the App you also agree to the terms of our Privacy Policy.  You agree that we may use your personal information on the terms of that Privacy Policy; and we agree that we will only use your personal information on the terms of that Privacy Policy.‍

13. Disclaimer

The App is provided on an “as is” basis without warranty to the extent permitted by law.  We do not warrant that the App or Service will be error free, complete or up-to-date at all times.  Failures in the App can occur as a result of failures in the Internet or phone connection or as a result of viruses and/or software faults.

You are responsible for meeting the technical and functional requirements and using the electronic communication facilities that are necessary to be able to access and use the App. You bear the risk of loss, theft or damage to your data and Content.  

You agree that you use the App and Service at your own risk; and that under no circumstances will Diolog be liable in any way for any user Content, including any errors or omissions in any Content, or any loss or damage incurred as a result of your use of any Content, including any decisions you make based on Content posted by a company.  Content on the App is not financial advice.  We are not responsible for any investment decisions you make based on Content.  

In addition you agree that any AI Technology used in the App is provided on an “as-is” basis and Diolog makes no representations or warranties of any kind (express or implied), as to the operation of the AI Technology or the information, text and content included in any output of the AI Technology. Diolog will have no liability or responsibility arising from the use of the AI Technology, or any errors or omissions contained in the outputs of the AI Technology.

14. Limitation of liability

The following limitations apply to the maximum extent permitted by law, and regardless of the form of action, including for negligence, and without limiting any other part of these Terms: 

• We will not be liable for any losses arising from: (a) your acts or omissions; (b) any acts or omissions of other users of the App or Service, including their Content; (c) any third party site, content or services; (d) the App being unavailable, for whatever reason; and (e) any event outside our reasonable control.
• We will not be liable for any indirect or consequential damages, loss of profits, loss of data or Content.
• If we are found liable to you, our total liability for all claims is $100.  

If the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), or State or Territory consumer protection laws, gives you guarantees and remedies which cannot be excluded, restricted or modified by these Terms, then our liability is limited (at our option) to replacing, repairing or resupplying our services, or refunding fees (if anything) you paid for them. 

15. Indemnity

You indemnify us (and our officers and staff) against all liabilities, damages, losses, costs, and expenses that we may incur in connection with or resulting from: (a) your access to or use of the App, (b) your Content, (c) your breach of these Terms; or (d) your breach of any law or the rights of a third-party.  

16. Termination

We may terminate or suspend your User Account immediately, without prior notice or liability, for any reason, including if you breach these Terms, or if we stop providing the App or Service.  You can delete your User Account and uninstall the App at any time.  Upon termination, your right to use the App and Service will cease. 

17. General 

If any provision or portion of any provision of these Terms is determined to be illegal, invalid or unenforceable, the remaining provisions or portions (unless otherwise specified) shall remain in full force and effect.

Our failure to exercise any right or remedy under these Terms will not operate as a waiver of such right or remedy. Any waiver by us will only be effective if made in writing and signed by a Diolog director.  

These Terms (and our Privacy Policy) supersede all prior representations and agreements and contain the entire agreement between us with respect to the App. 

These Terms and the use of and access to the App are governed by the laws of New South Wales, Australia and all disputes are subject to the exclusive jurisdiction of the courts operating in New South Wales.