Representatives of our company customers who use our web-based service to administer the customer’s account and post announcements etc, are required to accept some terms of use when registering for the service.  

Introduction

Diolog provides a software solution to facilitate two-way communication between companies and their retail shareholders, via its website www.diolog.com (Website) and a mobile application (App). 

These Terms apply to your use of the Diolog software, including the application, functionality, insights, and content on the Website and the App (Diolog Software) provided 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.

In these Terms, the Diolog Software and related support services are referred to as our Service.  Please read these Terms carefully so that you know what your rights and obligations are when using the Service. 

‍

1. About these Terms

We have entered into a separate agreement (Customer Agreement) with a customer organisation (Customer) for us to provide the Diolog Services to the Customer and their users who register via the Website to use the Diolog Software on behalf of that Customer (Customer Users).  The Customer is the company identified when its account is first created on the Website.  

These Terms apply to you as a Customer User.  

By creating an account, 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 Service.

We may amend these Terms at any time. We will notify you when this happens. By continuing to use the Service after the Terms have been amended, you accept the amended Terms.

2. User Account 

In order to use the Service, you will be required to set up an account (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 Service 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 Service subject to these Terms.

4. Fees  

We do not charge you any fees for installing or using the Service. We will charge the Customer a fee as agreed in our Customer Agreement.  

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. Diolog User Content

You can post Content

Our Service allows you (and other users) to post content such as company announcements, questions and answers, text, images, or other information that can be posted, uploaded, linked to or otherwise made available (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 (and the Customer) retain all of your rights to any Content you post on or through the Service. By posting Content to the Service, 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.

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.

As between us and Customer, you agree that it is solely Customer’s responsibility to: (a) inform you and any other Customer Users of any relevant Customer policies and practices and any settings that may impact the processing of Customer Content; (b) obtain any rights, permissions or consents from you and any other Customer Users that are necessary for the lawful use of Content and the operation of the Service; (c) ensure that the transfer and processing of Customer Content under the Customer Agreement is lawful; and (d) respond to and resolve any dispute with you and any other user relating to or based on Customer Content, the Service or Customer’s failure to fulfil these obligations. 

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.
• 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.  

Other Users’ Content 

Our Service allows other users to post Content, including for investors to post questions and comments.  We are not responsible for this Content or any actions you take based on it.  If you have any complaints about Content posted by other users, please contact us.  

Use of AI Technology

The Services 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 Service, 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, the Privacy Act 1988 (Cth), and, where the company is listed on the ASX, the ASX Listing Rules and Operating Rules.

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

8. Restrictions on using the Service

Without limiting any other part of these Terms, you must not use the Service 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 Service, 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 Service 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 Service 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 Service 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 Service 

We may change and/or update the Service and replace the design and layout of any of the features or functionality of the Service without any prior notification.  We may put the Service 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 Service and the 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 Service is protected by copyright, trademark, and other laws.  We retain all intellectual property rights in the Service.  

12. Privacy

By using the Service 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

While we may give limited warranties to a Customer in our Customer Agreement, for Customer Users the Service is provided on an “as is” basis without warranty to the extent permitted by law.  We do not warrant to you that the Service will be error free, complete or up-to-date at all times. Failures in the Service 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 Service. You bear the risk of loss, theft or damage to your data and Content.  

You agree that any AI Technology used in the Services 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 limited to the amounts set out in the Customer Agreement.  

‍15. Termination

We may terminate or suspend your User Account immediately if you breach these Terms, if the Customer Agreement terminates, if Customer instructs us to remove your access (for example if you are no longer employed by Customer) or if we stop providing the Service.  Upon termination, your right to use the Service will cease. 

16. 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) and the Customer Agreement supersede all prior representations and agreements and contain the entire agreement between us with respect to the Service. 

These Terms and the use of and access to the Service 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.