These Terms of Service (these "Terms") describe your rights and responsibilities when accessing and using the Daylight App (as defined below), its companion website (currently available at https://www.daylight.video/) and any and all related software and services (collectively, the "Service") offered by Daylight Labs, Inc. ("Daylight," "we," "our," or "us"). By accessing or using the Service, or by clicking a button or checking a box marked "I Agree" (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, whether or not you are a registered user of the Service. Daylight reserves the right to modify the terms of these Terms and will provide notice of these changes as described below. These Terms apply to instructors providing educational/instructive services through the Service ("Coaches"), consumers of such services ("Learners"), and anyone else who accesses or visits the Service (collectively, "Users," "you" or "your").

Please read these Terms carefully to ensure that you understand each provision. These Terms contain a mandatory mutual individual arbitration provision in Section 19.2 (the "Arbitration Agreement") and a mutual class action/jury trial waiver provision in Section 19.3 (the "Class Action/Jury Trial Waiver") that require, subject only to the specified exceptions in Sections 19.2 and 19.3 or unless you opt out pursuant to the instructions in Section 19.2, the exclusive use of final and binding arbitration on an individual basis only to resolve disputes, rather than jury trials or class, collective, private attorney general, or representative actions or proceedings.

1. Our Service. Daylight provides a platform facilitating interactions between Coaches and Learners. Daylight retains full discretion to prioritize, categorize, highlight, and otherwise modify the method of Learner discovery of Coaches, including through search results and tagging, in order to improve service quality and for other purposes.

1.1 Eligibility. This is a contract between you and Daylight. You must read and agree to the terms and conditions of these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Daylight, and only in compliance with these Terms and all applicable local, state, federal, national, and international laws, rules and regulations. Any access to or use of the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by Daylight.

1.2 Limited License. Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal use or internal business use only, in each case, as permitted by the features of the Service. Daylight reserves all rights not expressly granted herein in and to the Service and the Daylight Content (as defined below). Daylight may terminate the license granted in this section at any time for any reason or no reason.

1.3 User Accounts

You must register an account on the Service (your "User Account") to gain access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity (for example, if you open a User Account on behalf of a Coach that is an entity), then (i) "you" includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity, with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity's behalf. By connecting to Daylight with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User's User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for all activity that occurs on your User Account. You must notify Daylight immediately of any breach of security or unauthorized use of your User Account. Daylight will not be liable for any losses caused by any unauthorized use of your User Account.

You may control your User Account and how you interact with the Service by changing the settings in your settings page, if any, or by emailing us with your concern at hello@daylight.video. By providing Daylight your email address, you consent to our using that email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

1.4 Relationship with Daylight

(a) No Warranties

Coaches are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Daylight. Daylight does not provide educational/instructive services and does not employ individuals or engage entities to provide such services. Daylight operates as an online marketplace that connects Learners with Coaches. Daylight's inclusion of a Coach on the Service shall not be construed as Daylight's endorsement of such Coach; the Service is intended as an information resource and not an advisory service; it is your responsibility to determine the quality and credibility of information obtained, as well as the reasonableness of relying on such information for a particular use.

You are solely responsible for your interactions with other Users. You acknowledge, agree, and understand that you are solely responsible for assessing and verifying any information about other Users, including any User Content (as defined below) and/or Feedback (as defined below) associated with such User. Daylight does not make any representations about, or guarantee the truth or accuracy of, any User Content or Feedback, and does not guarantee any User's suitability for any purpose. We reserve the right, but have no obligation, to monitor disputes between you and other Users, and we shall have no liability for your interactions with other Users, or for any User's action or inaction.

Users hereby acknowledge that Daylight does not supervise, scope, direct, control or monitor any services or deliverables a Coach may offer or provide through or in connection with the Service and expressly disclaims (to the extent permitted by law) any responsibility and liability for same, including but not limited to, any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, statute, ordinance, regulation, or code. You hereby irrevocably and forever waive any and all claims you may have with respect to the foregoing.

Daylight makes no representations about and does not guarantee, and you agree not to hold Daylight responsible for: the quality, safety, or legality of any services performed, or deliverables provided, by a Coach; any User-to-User interaction; a Coach's failure to perform services or provide deliverables; the qualifications, background, or identities of Users; the ability of a Learner to pay sums due in connection with any services and/or deliverables provided through or in connection with the Service; or any User Content, Feedback, and/or other statements or posts of Users. You hereby irrevocably and forever waive any and all claims you may have with respect to the foregoing.

You also acknowledge, agree, and understand that Coaches are solely responsible for determining, and have the sole right to determine, to which Users to provide services; the time, place, manner, and means of providing any services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set.

(b) No Agency or Employment Relationship

Nothing in these Terms shall in any way be construed to constitute Coach as an agent, employee or representative of the Learner or of Daylight, or to create a joint venture between any of the parties. You further acknowledge, agree, and understand that you are not an employee of Daylight, and that you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance).

Coach acknowledges, agrees and understands that Coach is solely responsible (i) for all tax liability associated with any payments received by Coach through or in connection with the Service, and that Daylight will not withhold any taxes from payments to Coaches; (ii) for obtaining any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law, and Coach acknowledges that Coach is not covered by or eligible for any insurance from Daylight; (iii) for determining whether Coach is required by applicable law to issue any particular invoices, and for issuing any invoices so required; (iv) for determining whether Coach is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges, and for remitting any such taxes or charges to the appropriate authorities; and (v) if outside of the United States, for determining if Daylight is required by applicable law to withhold any amount from the Coach, and for notifying Daylight of any such requirement and indemnifying Daylight for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Daylight, Coach agrees to promptly and diligently cooperate with Daylight and to provide copies of Coach's tax returns and other documents as may be reasonably requested for the purposes of such audit, including but not limited to, records showing Coach is engaging in an independent business as represented to Daylight.

1.5 Changes to the Service. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service, without notice and without liability, for any reason, including if, in our sole determination, you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

1.6 Service Location. The Service is controlled and operated from facilities in the United States. Daylight makes no representations that the Service is available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to, export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

2. Mobile Application

2.1 Generally. We may make available software to access the Service via a mobile device (the "Daylight App"). To use the Daylight App, you must have a mobile device that is compatible with the Daylight App. Daylight does not warrant that the Daylight App will be compatible with your mobile device. You may use mobile data in connection with the Daylight App and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Daylight hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Daylight App for one User Account on one mobile device owned or leased solely by you, for your personal use or internal business use only. You may not: (i) modify, disassemble, decompile or reverse engineer the Daylight App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Daylight App to any third party or use the Daylight App to provide time sharing or similar services for any third party; (iii) make any copies of the Daylight App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Daylight App, features that prevent or restrict use or copying of any content accessible through the Daylight App, or features that enforce limitations on the use of the Daylight App; or (v) delete the copyright and/or other proprietary rights notices on the Daylight App. You acknowledge that Daylight may from time to time issue upgraded versions of the Daylight App, and may automatically electronically upgrade the version of the Daylight App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Daylight App is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Daylight App or any copy thereof, and Daylight or its third-party partners or suppliers retain all right, title, and interest in and to the Daylight App (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Daylight reserves all rights not expressly granted under these Terms. If the Daylight App is being acquired on behalf of the United States Government, then the following provision applies. The Daylight App will be deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms. The Daylight App originates in the United States, and is subject to United States export laws and regulations. The Daylight App may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Daylight App may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Daylight App and the Service.

2.2 Daylight App via the Apple App Store. The following applies to any Daylight App you acquire from the Apple App Store ("Apple-Sourced Software"): You acknowledge and agree that these Terms are solely between you and Daylight, not Apple, Inc. ("Apple") and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Daylight as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Daylight as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party's intellectual property rights, Daylight, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Daylight acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as they relate to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

3. User Content. Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available content such as information about themselves; videos, images, music; reviews, comments, and questions about, among other things, the Service and other Users; and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Service, including, without limitation, all content comprising the Coach Profiles and Learner Profiles (each, as defined below), are referred to herein as "User Content").

3.1 User Profiles

(a) Coach Profile. Each Coach will create, or provide Daylight with information to facilitate Daylight's creation of, a public, individual profile that will contain Coach's name, biographical information (including, for example, employment history and certification) or business information (as applicable), a representative picture, media clips, email address, and other information the Coach chooses to add ("Coach Profile"). Each Coach Profile must be approved by Daylight prior to the publicization of such Coach Profile on the Service. It is Coach's responsibility to ensure that all content comprising the Coach Profile is accurate, complete and up to date, and Coach agrees not to offer any services on or through the Service unless Coach's Coach Profile is accurate, complete and up to date. Daylight has the right (but not the obligation), in its sole discretion, to verify information provided by or about Coach, including verifying such Coach's identity and confirming Coach's experience and credentials. If requested, Coach agrees to diligently assist Daylight in this process.

(b) Learner Profile. The Service may create, or allow Learner to create, an individual profile, containing certain information about Learner ("Learner Profile"). It is Learner's responsibility to ensure that all content comprising the Learner Profile is accurate, complete and up to date. Daylight has the right (but not the obligation), in its sole discretion, to verify information provided by or about Learner, including verifying such Learner's identity. If requested, Learner agrees to diligently assist Daylight in this process.

3.2 User Content - Intellectual Property Rights

We claim no ownership rights over User Content created by you. The User Content you create remains yours. However, you understand that certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing User Content through the Service, you agree to allow others to view, edit, share, and/or otherwise interact with your User Content in accordance with your settings and these Terms. Daylight has the right (but not the obligation), in its sole discretion, to remove any User Content that is shared via the Service, including, without limitation, any Coach Profile or Learner Profile.

By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you hereby grant, and you represent and warrant that you have all rights necessary to grant, to Daylight a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service (including, without limitation, the Feedback) and Daylight's (and its successors' and affiliates') business, including, without limitation, for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under these Terms.

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

In connection with your User Content, you affirm, represent and warrant the following:

● you have the written consent of each and every identifiable natural person in the User Content, if any, to use such person's name or likeness in the manner contemplated by the Service and these Terms, and each such person has released you from any liability that may arise in relation to such use;

● you have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties;

● your User Content and Daylight's use thereof as contemplated by these Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to, any Intellectual Property Rights and privacy rights;

● to the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including, without limitation, the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content, and that you have the power to grant the license granted above. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization;

● Daylight may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and

● to the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

Daylight takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Daylight shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

3.3 Restrictions. You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current.

3.4 Feedback. For the purposes of these Terms, "Feedback" means composite or compiled feedback about Users, generated from User Content, including but not limited to, User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. You acknowledge, agree and understand that Feedback does not constitute and will not be construed as an introduction to, or endorsement or recommendation of, any User by Daylight, and that Daylight provides Feedback solely for the convenience of Users. You further acknowledge, agree and understand that Daylight will make Feedback available to other Users on or through the Service, and may make Feedback available on Coach Profiles. Daylight provides Feedback as a means through which Users can share their opinions of other Users publicly, and Daylight does not monitor, contribute to or censor these opinions. You agree not to use the Feedback to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

4. Our Proprietary Rights

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

You may choose to, or we may invite you to, submit comments or ideas about the Service, including, without limitation, about how to improve the Service ("Ideas"). To the extent permitted by applicable law, you hereby agree to be contacted, using the contact information provided to us, for the purposes of soliciting Ideas from you. You acknowledge and agree that any Idea(s) you submit to us will be considered our confidential information, and you hereby assign to Daylight all right, title and interest in and to such Idea(s). To the extent that the foregoing assignment cannot, as a matter of law, be accomplished, you hereby grant to Daylight a nonexclusive, perpetual, irrevocable, royalty free, sub-licensable (through multiple tiers of sublicensees), worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Idea(s) without restriction. In all cases, by submitting any Idea, you agree that your disclosure is gratuitous and without restriction and will not place Daylight under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Daylight does not waive any rights to use similar or related ideas previously known to Daylight, or developed by its employees, or obtained from sources other than you. Further, you acknowledge and understand that Daylight may monitor your use of the Service to, among other things, ensure the Service's quality, improve the Service or create other products and services, and verify your compliance with these Terms.

5. Paid Services

5.1 General. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to our Pricing and Payment Terms, which are hereby incorporated by reference herein, as we may update them from time to time. For any transaction you make through the Service, you agree that a certain percentage of the total transaction amount, as described in the Pricing and Payment Terms, may be paid to or retained by Daylight, and you acknowledge that we may update this percentage and/or our compensation scheme from time to time. You also acknowledge that any transaction made through the Service may be subject to Third-Party Fees (as defined below), as described in the Pricing and Payment Terms. Daylight may add new services for additional fees and charges, and may add or amend fees and charges for existing services, at any time, in its sole discretion. Any change to our Pricing and Payment Terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms. Unless otherwise expressly agreed by Daylight in writing, Learner will not pay Coach directly for any services provided through or in connection with the Service.

5.2 Definitions

"One-Time Payment" means the one-time payment Learner may pay as consideration for one particular engagement of a Coach through the Service; such fee is the sum of the Daylight Fee, Coach Fee, and Third-Party Fees, in each case, as applicable.

"Subscription Fee" means the recurring amount Learner may pay as consideration for a subscription to a particular Coach's services offered through the Service, as described by the Coach ("Subscription"); such fee is the sum of the Daylight Fee, Coach Fee, and Third-Party Fees, in each case, as applicable.

"Daylight Fee" means the portion of the One-Time Payment or of the Subscription Fee (as applicable) that Daylight may retain as consideration for providing the Service.

"Coach Fee" means the portion of the One-Time Payment or of the Subscription Fee (as applicable) that is owed by Daylight to a Coach as consideration for such Coach's provision of services through the Service.

"Third-Party Fees" means, individually and collectively, the portions of the payments and fees defined above that are retained by third parties, such as third-party payment processors, that we may engage from time to time in our sole discretion.

5.3 Payments by Users

(a) General

Learner agrees to pay Daylight all Subscription Fees and One-Time Payments, on the terms set forth herein and in the Pricing and Payment Terms. Daylight will process and collect the Subscription Fees and One-Time Payments in accordance with these Terms and the Pricing and Payment Terms. Daylight cannot control any fees that may be charged to Learner by his or her bank related to Daylight's collection of the Subscription Fees and/or One-Time Payments, and Daylight disclaims all liability in this regard.

To the extent that Daylight collects Coach Fees from Learner for transmission to Coach, it does so on behalf of Coach as Coach's limited payment collection agent. Accordingly, payment of the Coach Fees to Daylight shall be considered the same as payment of Coach Fees made directly by Learner to Coach. Upon Learner's payment of Subscription Fees and One-Time Payments (including, in each case, the Coach Fees) to Daylight, Learner's payment obligation to Coach is extinguished in an amount equal to the Coach Fees collected by Daylight, and Daylight is responsible for remitting such Coach Fees to Coach.

In connection with payments of Subscription Fees and/or One-Time Payments, Learner will be asked to provide customary billing information such as name, billing address, and credit card information to Daylight or its third-party payment processor. Learner hereby authorizes the collection of such amounts by charging the Learner's designated payment method or credit or debit card, either directly by Daylight or indirectly via a third-party online payment processor or by one of the payment methods described on the Service. If Learner is directed to Daylight's third-party payment processor, Learner will be subject to terms and conditions governing the use of that third party's service and to that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using such third party's services. Learner acknowledges and understands that third-party payment processors may collect and retain Third-Party Fees whenever Learner pays Subscription Fees and/or One-Time Payments. Subscription Fees and One-Time Payments are provided on the Service for each Coach in U.S. dollars. Except as otherwise provided herein, Subscription Fees and One-Time Payments are non-refundable. Learners who believe they have been improperly charged and require a refund are asked to contact Daylight at hello@daylight.video.

(b) Subscriptions

(i) Automatic Renewals. The Subscriptions are available on an automatically renewing subscription basis. For the most current information about the Subscription Fees, please review our Pricing and Payment Terms. EACH OF YOUR SUBSCRIPTIONS WILL AUTOMATICALLY RENEW AT THE END OF THE SUBSCRIPTION TERM IDENTIFIED AT THE TIME OF YOUR SUBSCRIPTION FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH SUCH PERIOD, A "SUBSCRIPTION TERM") UNLESS AND UNTIL YOU CANCEL THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 5.3(b)(iii) OF THESE TERMS.

(ii) Automatic Billing and Policies. When you purchase a Subscription, you expressly acknowledge and agree that: (1) Daylight and/or its third-party payment processors are authorized to charge you, at the beginning of each Subscription Term, the Subscription Fee for the applicable Subscription, any applicable taxes, and any other charges you may incur in connection with your purchase and use of the Subscription, subject to adjustment in accordance with the terms and conditions of these Terms, for as long as your Subscription continues; and (2) your Subscription is continuous until the earlier of (X) your cancellation of such Subscription and (Y) the suspension, discontinuation or termination of your access to such Subscription or to the Service in accordance with these Terms. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in the Subscription Fees in accordance with the Pricing and Payment Terms, and/or changes in applicable taxes, and you authorize us to charge your payment method for the changed amounts.

(iii) Cancellation Procedure. To cancel any Subscription, you must notify us at least three (3) days before the start of the next Subscription Term using the appropriate functionalities of the Service or by contacting us at hello@daylight.video. You will continue to have access to the Subscription through the end of your billing period.

(iv) Cancellation and Missed Payments Penalty. You may cancel any Subscription at your sole discretion; however, you acknowledge and agree that you may not be refunded any Subscription Fees for your cancellation of the Subscription, including, without limitation, for any unused time on the Subscription. YOU UNDERSTAND AND AGREE THAT, IN THE EVENT THAT: (1) DAYLIGHT SUSPENDS OR TERMINATES YOUR SUBSCRIPTION, YOUR USER ACCOUNT OR THESE TERMS FOR YOUR BREACH OF THESE TERMS; OR (B) YOU CANCEL YOUR SUBSCRIPTION, YOU SHALL RECEIVE NO REFUND FOR SUCH CANCELLATION OF FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION OR FOR ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION.

5.4 Compensation for Coaches

Coach acknowledges that Learner shall pay the Subscription Fees and One-Time Payments through the Service. Coach agrees that Daylight or any party designated by Daylight may collect Coach Fees owed to Coach as Coach's limited payment collection agent for the limited purpose of accepting such funds, and Coach hereby appoints Daylight as its payment collection agent solely for such purpose. Coach agrees that any payment of Subscription Fees and One-Time Payments (including, in each case, the Coach Fees) by a Learner through or in connection with the Service will be considered the same as a payment of Coach Fees made directly to Coach, and Coach will provide the Learner with services in the agreed-upon manner as if Coach received the payment of Coach Fees directly from Learner. Upon Learner's successful payment to Daylight of the Subscription Fees and One-Time Payments (including, in each case, the Coach Fees due to Coach), Learner's payment obligation to Coach for the Coach Fees is terminated, and Daylight is solely responsible for remitting the funds it receives from Learner to Coach, subject to the terms herein. Coach understands that Daylight's obligation to pay Coach is subject to successful receipt of payments of the Subscription Fees and One-Time Payments (including, in each case, the Coach Fees) from Learner, and Daylight is liable to Coach only for the payment of amounts it successfully receives from Learner. Daylight assumes no liability for any acts or omissions of any Learner.

All payments from Daylight to Coach will be made by Daylight or the third-party payment processor of Daylight's choice. Coach acknowledges and understands that third-party payment processors may retain Third-Party Fees, as described in the Pricing and Payment Terms, whenever Daylight pays Coach any Coach Fees. In the event a payment from a Learner that is directed to Coach is charged-back, refunded or reversed, Daylight, in its sole discretion, may either (a) reduce or set off against any amounts to be remitted or otherwise due to Coach hereunder by an amount equal to such chargeback, refund or reversal amount, or (b) provided that Coach has already received the amounts, invoice Coach for an amount equal to such chargeback, refund or reversal, and Coach shall pay to Daylight such invoiced amount within thirty (30) calendar days of the invoice date.

To ensure proper payment, Coach is solely responsible for providing and maintaining accurate contact and payment information associated with Coach's User Account, including, without limitation, applicable tax information. If we believe that we are obligated to obtain tax information related to Coach, and Coach does not provide this information to us after we have requested it, we may withhold payments due to Coach until Coach provides this information or otherwise satisfies us that Coach is not a person or entity from whom/which we are required to obtain such tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. If Coach disputes any payment made hereunder, Coach must notify us in writing within thirty (30) days of such payment or from when Coach purports such payment would have been due, whichever is earlier. Failure to so notify us shall result in the waiver by Coach of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Daylight, and no other measurements or statistics of any kind shall be accepted by Daylight or have any effect hereunder. Coach shall have no audit rights hereunder.

5.5 Cancelling the Service; No Refunds. You may cancel your User Account at any time; however, there are no refunds for cancellation. In the event that Daylight suspends or terminates your User Account or these Terms, you understand and agree that you shall receive no refund or exchange for any unused time on a Subscription, any license or subscription fees for any portion of the Service, any content or data associated with your User Account, or for anything else. Daylight may, in its sole discretion, issue refunds on behalf of Coaches, as applicable, for any transaction that occurred through the Service. Coach hereby authorizes Daylight to issue refunds and agrees to comply with any refunds issued by Daylight.

5.6 Payment Information; Taxes. All information that you provide in connection with a monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay all applicable taxes, if any, relating to any monetary transaction interactions with the Service.

5.7 California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

6. Non-Circumvention

You acknowledge and agree that a substantial portion of the compensation Daylight receives for making the Service available is collected as described in Section 5 above and in the Pricing and Payment Terms and that, in exchange, a substantial value to you is the relationships formed with other Users when you identify, or are identified by, another User through the Service (each such scenario, a "User Discovery"). Therefore, for 24 months from a User Discovery (the "Non-Circumvention Period"), you agree to use the Service as your exclusive method to request, make, and receive all payments for engagements or transactions with any and all Users arising, directly or indirectly, out of such User Discovery and not to circumvent the payment methods offered on and through the Service. For the avoidance of doubt, if you did not identify, and were not identified by, another User through the Service, such as if you and another User worked together before meeting on the Service, then the Non-Circumvention Period does not apply to that relationship. If you use the Service as an employee, agent, or representative of a business, then the Non-Circumvention Period applies to you and other employees, agents, and representatives of that business or its successor when acting in that capacity with respect to the other User.

By way of illustration and not in limitation of the foregoing, you agree not to:

● offer or solicit, or accept any offer or solicitation from, parties identified through the Service to contract, hire, invoice, pay, or receive payment in any manner other than through the Service; or

● request through the Service a payment amount lower than that actually agreed, made, or received between Users.

You acknowledge and agree that a violation of this section is a material breach of these Terms. If you violate the above terms set forth in this section, in addition to any other right and remedy available to Daylight at law or in equity, Daylight may suspend or terminate your User Account and/or charge you US$500.00 for each such violation (each, a "Penalty Payment"). Additionally, if you refuse to accept any new version of these Terms or elect not to comply with these Terms or any provision hereof, and therefore choose to cease using the Service, you must pay Daylight a Penalty Payment for each engagement or transaction initiated during the Non-Circumvention Period arising, directly or indirectly, out of a User Discovery to the extent such engagement or transaction would have otherwise been processed through the Service or is otherwise eligible for processing through the Service. In the case of Coaches, Daylight may withhold any amounts due to Coach, as applicable, in connection with any future transaction or transactions made through the Service to which such Coach is a party, and Coach hereby authorizes Daylight to instruct its payment processor to remit all such amounts to Daylight.

You agree to notify Daylight immediately if a User suggests to you making or receiving payments other than through the Service in violation of this section or if you receive unsolicited contact outside of the Service. If you are aware of a breach or potential breach of this section, please contact us at hello@daylight.video.

7. Representations and Warranties of Coaches. Coach represents and warrants that:

7.1 Coach will not charge, invoice or collect payment from any Learner in exchange for providing any services to such Learner on or through the Service;

7.2 Coach possesses experience and knowledge in the subject areas of any services and/or deliverables Coach may provide on or in connection with the Service, sufficient to qualify Coach as an expert in such areas;

7.3 any materials provided by Coach through or in connection with the Service will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other rights of any third party; and

7.4 Coach is party to no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of these Terms; Coach will not disclose any information to Learner which would conflict with any laws or confidentiality obligations by which Coach is bound; and Coach will not enter into any such conflicting agreement, relationship or commitment during the term of these Terms.

8. No Professional Advice. Information provided through the Service (for example, information related to physical exercise or any skill or the quality of a particular Coach) is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

9. Technical Restrictions

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including, without limitation, by any automated or non-automated "scraping"; (ii) using any automated system, including, without limitation, "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Daylight servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Daylight grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from https://www.daylight.video/ (or any successor URL) for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email or otherwise violating any anti-spam, consumer protection or privacy law, rule or regulation by using another User's email address; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personal information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on the use of the Service or the content therein; or (xiii) accessing any audiovisual content that may be available on the Service in any manner other than that permitted by the functionality of the Service.

10. Calls and Text Message Alerts. By consenting to Daylight's calls and text messaging service, you agree to receive calls and text messages with transaction and account-related news and alerts from Daylight to the mobile phone number you provided. We may place such calls or texts to (i) help keep your User Account secure when signing in; or (ii) as otherwise necessary to service your User Account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you. You certify that the mobile number you provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such text messages. You acknowledge and agree that the text messages may be sent using an automatic telephone dialing system and that standard message and data rates apply. To unsubscribe from text messages at any time, reply STOP to any text message you receive from Daylight. You consent that following such a request to unsubscribe, you may receive one final text message from Daylight confirming your request. To re-subscribe, text "START" to the same number. For help, reply HELP to any text message you receive from Daylight or contact us at hello@daylight.video. Please keep in mind that if you opt-out of receiving text message alerts, we may not be able to contact you with important messages regarding your User Account. However, if there is an emergency or account question, we will make every attempt to contact you in other ways, such as by email.

11. Privacy. We care about the privacy of our Users. You understand that by using the Service you acknowledge and understand that your personal information will be collected, used, and disclosed as set forth in our Privacy Notice. You also understand that your personal information will be collected, used, transferred to, and processed in the United States or any other country in which Daylight or its parent, subsidiaries, affiliates, or service providers maintain facilities.

12. Security. Daylight cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

13. DMCA Notice

Since we respect artist and content owner rights, it is Daylight's policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA").

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Daylight's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. an electronic or physical signature of a person authorized to act on behalf of the copyright owner;

2. identification of the copyrighted work that you claim has been infringed;

3. identification of the material that is claimed to be infringing and where it is located on the Service;

4. information reasonably sufficient to permit Daylight to contact you, such as your address, telephone number, and, e-mail address;

5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6. a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice

Daylight Labs, Inc.

Address: 3131 McKinney Ave, Ste 502 PMB 75290

Dallas, TX 75204

Tel.: (985) 235-0664

Email: copyright@daylight.video with the subject line "Copyright Policy - DMCA Notification"

Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys' fees.

Please note that this procedure is exclusively for notifying Daylight and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Daylight's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Daylight has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Daylight may also, at its sole discretion, limit access to the Service and/or terminate the User Accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.

14. Third-Party Links and Information . The Service may contain links to third-party materials, or rely on or incorporate third-party services, that are not owned or controlled by Daylight. Daylight does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Daylight's Privacy Notice do not apply to your use of such sites. You expressly relieve Daylight from any and all liability arising from your use of any third-party website, service, or content, including, without limitation, User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Daylight shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers. Without limiting the generality of the foregoing, you acknowledge and agree that you may be required to use a third-party service, such as that of SendBird, Inc. and/or SendBird Korea, Inc., to communicate with other Users and to otherwise use the Service, and that, by using such third-party service, you are subject to and agree to such third party's terms of service and privacy policy made available on its website and online services.

15. Release and Indemnity

You hereby release Daylight from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Service. If you are a Learner, you hereby release each Coach with whom/which you have interacted from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or resulting from your access to or use of any service or deliverable provided to you by such Coach on or through the Service. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY."

You agree to defend, indemnify and hold harmless Daylight and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including, without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including, without limitation, any right of privacy or Intellectual Property Rights; (iv) your interactions with other Users; (v) your violation of any applicable law, rule or regulation; (vi) User Content or any other content that is submitted via your User Account, including, without limitation, misleading, false, or inaccurate information; (vii) your negligence, recklessness or willful misconduct; or (viii) any other party's access and/or use of the Service with your unique username or other appropriate security code.

16. No Warranty

You understand that the Service may be used in connection with athletic and fitness activities. You expressly acknowledge that engaging in athletic or fitness activities as part of the Service carries certain inherent and significant risks of property damage, bodily injury or death, and you voluntarily assume all known and unknown risks associated with these activities, even if caused in whole or part by the action, inaction or negligence of Daylight or by the action, inaction or negligence of others (including Coaches). You also expressly agree that Daylight does not assume responsibility for the inspection, supervision, preparation, or conduct of any Session. Please consult your physician before using the Service in connection with any athletic and fitness activities. Please discontinue any use of the Service that causes you pain, fatigue, discomfort, nausea, dizziness, or shortness of breath, and consult a medical expert. Start slowly and at the level that is appropriate for you. Don’t overexert yourself. Take breaks periodically. Stop and rest if your muscles, joints, or eyes become tired or sore. Do not use the Service under the influence of drugs or alcohol, and make sure your balance and physical abilities are sufficient for any movements and activities while using the Service.

The Service is provided on an "as is" and "as available" basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Daylight or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, Daylight, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.

Further, Daylight does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and Daylight will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under these Terms will not apply to the extent prohibited by applicable law.

17. BETA VERSION. PLEASE NOTE THAT THE SERVICE IS CURRENTLY BEING PROVIDED IN ITS BETA VERSION, AND THAT ITS FEATURES HAVE NOT BEEN FULLY IMPLEMENTED OR REFINED. AS WITH ANY BETA VERSION, THE SERVICE CURRENTLY CONSTITUTES A WORK IN PROGRESS, AND, AS SUCH, THERE MAY BE UNRESOLVED ISSUES. UNLESS YOU ARE COMFORTABLE USING BETA SOFTWARE AND UNDERSTAND THE IMPLICATIONS THEREOF, PLEASE DO NOT TO USE THIS BETA VERSION OF THE SERVICE.

18. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Daylight, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will Daylight be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.

To the maximum extent permitted by applicable law, Daylight assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content, Feedback, or the defamatory, offensive, or illegal conduct of any third party. In no event shall Daylight, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Daylight hereunder or US$100.00, whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Daylight has been advised of the possibility of such damage.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law.

19. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

19.1 Governing Law. You agree that: (i) the Service shall be deemed solely based in Texas; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Texas. These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of the State of Delaware. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Travis County, Texas for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights or proprietary rights, as set forth in the Arbitration Agreement, including any provisional relief required to prevent irreparable harm. You agree that Travis County, Texas is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement is found to be unenforceable.

19.2 Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Daylight. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Daylight that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) the Service, including access to or use of the Service, as well as receipt of any advertising, marketing, or other communications from Daylight; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Daylight (each, a "Claim," and, collectively, "Claims"). This Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your acceptance of these Terms.

If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing Daylight at hello@daylight.video with your full name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding governing law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at hello@daylight.video and to attempt to resolve the Claim with us informally. In the unlikely event that Daylight has not been able to resolve a Claim it has with you within sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association ("AAA") before a single arbitrator (the "Arbitrator"), under the Expedited Procedures then in effect for AAA (the "Rules"), except as otherwise provided herein, or as otherwise determined by the Arbitrator. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in Travis County, Texas, unless you and Daylight agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys' fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction, on an individual basis only, without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Daylight agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable, or relating to any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to contract formation and whether the Terms, or any provision of the Terms, are unconscionable or illusory.

Notwithstanding anything to the contrary, nothing in this Arbitration Agreement shall be deemed as preventing Daylight from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights or other proprietary rights; or as preventing you from asserting claims in a small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of this Arbitration Agreement, which shall remain in force, or on the parties' ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

19.3 Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all Claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This mutual waiver applies to class arbitration, and, unless we agree otherwise, the Arbitrator may not consolidate more than one person's Claims. You and Daylight mutually agree that the Arbitrator may award relief only to an individual claimant and only to the extent necessary to provide relief on your individual claim(s). Any relief awarded may not affect other Users. You and Daylight further agree that, by entering into these Terms, you and Daylight are each waiving the right to a trial by jury or to bring, join, or participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member.

20. General

20.1 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Daylight without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

20.2 Notification Procedures and Changes to these Terms. Daylight may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Daylight in its sole discretion. Daylight reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in these Terms. Daylight is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Daylight may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Terms in a material manner, we will update the 'last modified' date at the top of this page and notify you that material changes have been made to the Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of the terms of these Terms or any future Terms of Service, do not access or use (or continue to access or use) the Service.

20.3 Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements you may enter into with Daylight in connection with the Service, shall constitute the entire agreement between you and Daylight concerning the Service. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the Class Action/Jury Trial Waiver, the entire Arbitration Agreement shall be unenforceable.

20.4 No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Daylight's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

20.5 Contact. Please contact us at hello@daylight.video with any questions regarding these Terms.