Terms of Service | INVITE ONLY

Daylyy LLC

Effective Date: April 22, 2026 | Last Updated: April 22, 2026

Two Agreements. One Sign-Up.

These Terms of Service and Community Standards (the "Terms") govern your access to and use of the Daylyy mobile application, website at https://daylyy.com, and all related products, features, content, functionality, and services made available by daylyy LLC and its affiliates ("Daylyy," "we," "us," or "our") (collectively, the "Services"). Our Acceptable Use Policy has been incorporated directly into Part II of these Terms so that you only have to agree to two documents when you join Daylyy.

By accessing, downloading, creating an account for, or using Daylyy, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree, do not use Daylyy.

We may update these Terms at any time. Changes will be posted with a revised "Last Updated" date. Your continued use of the Services after changes become effective constitutes your acceptance of the updated Terms. If required by law, we will provide additional notice.

PART I — TERMS OF SERVICE

1. Eligibility

You may use Daylyy only if:

you can form a binding contract with us under applicable law;
you are not prohibited from using the Services under applicable law;
you have not previously been suspended or removed from Daylyy, unless we expressly agree otherwise in writing;
you meet any minimum age requirement we establish for the Services; and
you possess a valid invitation code, invitation link, or other access credential designated by us, where Daylyy is operating as an invite-only service.

Daylyy is not intended for children under 13. If you are between 13 and the age of majority in your jurisdiction, you may use the Services only with the permission and supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf.

We may require you to verify your age, identity, phone number, email address, or other account information at any time. We may suspend, restrict, or terminate your account if we believe you are ineligible to use the Services.

2. Invite-Only Access

Daylyy operates as an invite-only service. Access requires a valid invite code, invitation link, referral, or other access credential designated by us. The invite system is a core part of what makes Daylyy what it is — a curated, intentional community. The following terms govern how it works.

2.1 Nature of Invite Codes

Invite codes and invitations are:

revocable, limited, personal, and non-guaranteed unless we expressly state otherwise;
subject to expiration, disabling, or withdrawal at any time for any reason or no reason;
potentially limited by geography, device, phone number, school, community, campaign, or any other eligibility criteria we choose;
single-use — each code may only be used to create one account; and
traceable — each code is associated with metadata we may retain for security, fraud prevention, and auditing purposes.

Invite codes do not create any right to receive, keep, transfer, sell, or use access to Daylyy.

2.2 Prohibited Invite Conduct

You may not:

copy, sell, lease, broker, publicly post, or distribute invite codes or invitation links without our express written permission;
use an invite code not issued or authorized for your personal use;
use bulk, automated, or spam-like methods to distribute invites;
create multiple accounts to generate additional invite codes;
use invites to facilitate scams, unauthorized promotions, harassment, or coordinated abuse;
attempt to generate, forge, duplicate, or reverse-engineer invite codes;
collect or submit contact information through invite features without proper authority; or
attempt to bypass invite restrictions, waitlists, approval systems, geography limits, or eligibility rules.

2.3 Invitations You Distribute

If we authorize you to distribute invitation codes to others, you are responsible for all use of the codes you distribute. You may not issue invite codes to any person under the age of 13, to anyone you have reason to believe would violate these Terms, or in exchange for any form of payment or consideration. Daylyy may revoke your invitation privileges at any time without notice.

2.4 Unauthorized Access Consequences

Any account created through an unauthorized, forged, transferred, purchased, or otherwise invalid invite code may be permanently terminated without notice. Daylyy determines in its sole discretion whether access was obtained through an authorized invite code. Termination of an account obtained through unauthorized means does not give rise to any claim for damages, refund, or other relief.

3. Account Registration and Security

To use some or all of the Services, you must create an account. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for:

safeguarding your login credentials and devices;
all activity occurring under your account, whether authorized by you or not;
promptly notifying us at support@daylyy.com of any unauthorized access, suspicious activity, or security incident involving your account; and
ensuring that your use of the Services complies with these Terms and applicable law.

You may not:

create an account using false information or another person's identity without authorization;
impersonate any person or entity or misrepresent your affiliation with any person or entity;
create multiple accounts for abusive, deceptive, or prohibited purposes;
buy, sell, rent, or transfer your account, username, or invite rights without our written permission; or
use bots, scripts, emulators, automation, or other unauthorized means to create accounts, generate invites, scrape content, or manipulate the Services.

We may reclaim usernames, handles, vanity names, or other identifiers at any time for any business, legal, safety, trademark, inactivity, or operational reason.

4. Changes to the Services

We may modify, update, suspend, discontinue, restrict, or remove any part of Daylyy at any time, including features, feeds, invite mechanics, creator programs, promotional programs, verification tools, local features, messaging tools, streaks, rewards, or account functionality, with or without notice. We are not liable to you for any modification, suspension, discontinuation, or removal of any aspect of the Services.

5. Privacy

Our Privacy Policy explains how we collect, use, disclose, and otherwise process information about you. By using Daylyy, you acknowledge that we may process your information as described in our Privacy Policy. Our Cookies, SDKs, and Similar Technologies Policy is incorporated into our Privacy Policy and governs our use of tracking technologies.

6. User Content

6.1 Your Responsibility

The Services allow you and other users to create, upload, post, publish, submit, transmit, display, or otherwise make available text, photos, videos, captions, comments, profile information, usernames, names, likenesses, voices, graphics, metadata, and other materials (collectively, "User Content"). You retain whatever ownership rights you may have in your User Content, subject to the rights you grant to Daylyy in these Terms. You are solely responsible for your User Content and for the consequences of creating, posting, sharing, displaying, distributing, or making it available through the Services.

6.2 Representations and Warranties

By posting User Content, you represent and warrant that:

you own or control all rights necessary to create, upload, use, and authorize us to use your User Content as described in these Terms;
your User Content and your use of the Services do not violate any law, regulation, contract, or third-party right, including any intellectual property, privacy, publicity, or contractual right;
your User Content is not misleading, fraudulent, defamatory, unlawful, invasive of privacy, sexually exploitative, threatening, abusive, or otherwise prohibited by these Terms; and
if your User Content includes another person's name, image, likeness, voice, or personal information, you have obtained all permissions and consents necessary for the uses described in these Terms.

7. License You Grant to Daylyy

7.1 Scope of License

By creating, uploading, posting, sharing, submitting, transmitting, displaying, or otherwise making User Content available through Daylyy, you grant Daylyy and its affiliates, successors, licensees, partners, contractors, service providers, and designees a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to host, store, reproduce, cache, distribute, transmit, display, perform, publish, modify, adapt, edit, translate, format, excerpt, create derivative works from, analyze, use, commercialize, and otherwise exploit that User Content, in whole or in part, in any media or distribution methods now known or later developed, for any purpose related to operating, providing, improving, marketing, promoting, advertising, publicizing, developing, distributing, supporting, and monetizing Daylyy and our business.

7.2 Promotional and Commercial Use

This license expressly includes the right to use your User Content, username, handle, profile name, profile image, likeness, voice, caption, biographical information, school or community affiliation, and other identifying aspects of your account in connection with:

in-app promotion and featured content;
social media posts and campaigns across any platform;
digital and print advertising;
out-of-home and broadcast marketing;
app store and platform listings;
press, public relations, and media materials;
editorial and promotional materials;
investor, fundraising, and business materials;
creator, ambassador, referral, and campus campaigns; and
any other commercial, promotional, publicity, archival, or business purpose that Daylyy deems appropriate.

You acknowledge that Daylyy is not required to compensate you for any such use unless we expressly agree otherwise in writing. By using the Platform, you expressly consent to these uses.

7.3 No Compensation

You acknowledge and agree that you will not receive any compensation, royalty, payment, or other consideration for the use of your User Content by Daylyy under the license granted in this Section 7, regardless of how, where, or how widely your content is used.

7.4 License Duration and Survival

If you delete User Content or your account, the license you grant us will terminate prospectively as to future uses we have not yet made. You agree, however, that:

the license will continue for any use already made, initiated, committed to, scheduled, distributed, sublicensed, archived, or incorporated into existing content, campaigns, materials, backups, records, products, or business operations;
copies of User Content may remain in backups, caches, logs, and archived systems for a commercially reasonable period;
content shared by others, reposted, incorporated into derivative materials, or retained for legal, safety, moderation, fraud-prevention, or compliance reasons may continue to be retained and used to the extent permitted by law; and
public content may continue to appear where removal is not technologically feasible or where others have already copied, saved, screenshot, reposted, or reshared it.

8. Public Nature of the Services

Daylyy is a social platform. Some or all portions of your profile, activity, and User Content may be visible to other users or, depending on settings and features, to the public. You understand and accept that:

content you post may be seen, copied, captured, screenshot, reshared, discussed, or used by others;
Daylyy cannot guarantee that other users will not misuse content you make available through the Services;
Daylyy does not guarantee the identity, intent, truthfulness, age, safety, or conduct of any user; and
your interactions with other users, whether on or off the Platform, are at your own risk.

Please think carefully before posting. Content you make available may be indexed, archived, or otherwise accessible after you delete it or your account.

9. Moderation and Enforcement

We may, but are not obligated to, monitor, review, screen, remove, disable, restrict, preserve, investigate, or refuse any User Content, account, invite, or activity at any time, with or without notice, and in our sole discretion. We do not undertake any duty to pre-screen content and do not guarantee that objectionable, harmful, or unlawful content will not appear on the Services.

We may take any enforcement action we consider appropriate, including removing content, limiting distribution, issuing warnings, revoking invites, restricting features, suspending or terminating accounts, preserving evidence, reporting conduct to law enforcement where appropriate, and taking legal action. Our decision not to enforce these Terms in every instance does not waive our right to do so later.

10. User Interactions and Offline Conduct

You are solely responsible for your interactions with other users, whether online or offline. Daylyy does not conduct background checks on users and does not guarantee any user's identity, intentions, truthfulness, age, safety, or conduct. If you choose to communicate with, meet, follow, or otherwise interact with another user, you do so at your own risk. Daylyy is not responsible for any loss, harm, injury, death, damage, emotional distress, harassment, assault, fraud, theft, misconduct, or other incident arising from user interactions or User Content.

11. Intellectual Property Rights

All rights in and to the Services — including software, code, functionality, branding, trademarks, logos, design, interfaces, graphics, compilations, and content provided by Daylyy other than User Content — are owned by or licensed to Daylyy and are protected by applicable intellectual property laws. Except as expressly permitted in writing, you may not:

copy, reproduce, distribute, license, sell, resell, or exploit any portion of the Services;
modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Services;
remove any proprietary notices; or
use our trademarks, branding, or content in a way that suggests sponsorship, endorsement, or affiliation.

Your use of the Services constitutes the grant of a limited, revocable, non-exclusive, non-transferable license to access and use the Services for personal, non-commercial purposes only. This license terminates immediately upon any breach of these Terms.

12. Copyright Complaints

If you believe content on Daylyy infringes your copyright or other intellectual property rights, you may send us a notice containing sufficient information for us to investigate and respond at support@daylyy.com. We may remove allegedly infringing material and may suspend or terminate repeat infringers.

13. Feedback

If you provide suggestions, ideas, feature requests, comments, or other feedback regarding Daylyy, you grant us a worldwide, perpetual, irrevocable, fully paid-up, royalty-free right to use and exploit that feedback for any purpose without restriction or compensation to you. Daylyy has no obligation to implement any feedback you provide.

14. Third-Party Services and Links

The Services may contain links to or integrations with third-party websites, apps, services, content, tools, devices, or platforms. We do not control and are not responsible for third-party services, content, terms, privacy practices, or actions. Your use of third-party services is at your own risk and may be subject to separate terms and policies.

15. Mobile Devices, Messaging, and Communications

You consent to receive communications from us electronically, including by email, in-app message, push notification, and, where permitted and you have provided the relevant contact information or consent, SMS or text message. You are responsible for any carrier fees, data charges, or other fees associated with your device or communications. Certain messages may be transactional, operational, security, legal, or service-related and cannot be opted out of. Promotional or marketing communications may be opted out of where required by law.

By installing Daylyy, you authorize us to download and install updates to the application on your device in accordance with your device settings and privacy preferences. This permission may be revoked by uninstalling the application.

16. App Store Terms

If you access Daylyy through the Apple App Store, Google Play, or another app marketplace, you acknowledge that: (a) these Terms are between you and Daylyy, not the marketplace provider; (b) the marketplace provider is not responsible for the Services; (c) your use of the app must comply with the applicable marketplace terms; and (d) any applicable third-party beneficiary rights required by the marketplace terms are incorporated herein. For iOS users, Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. You represent that you are not located in a U.S.-embargoed country and are not on any U.S. Government restricted-parties list.

PART II — COMMUNITY STANDARDS & ACCEPTABLE USE

The following Community Standards govern all content and conduct on Daylyy. These standards are not a separate agreement — they are part of these Terms, and violating them is the same as violating these Terms. When you sign up for Daylyy, you are agreeing to all of the following as part of this single document.

17. Our Purpose

Daylyy is built for real people sharing real life. We want the Services to feel social, human, and worth participating in. That means some behavior, content, and account activity is not allowed — even if it may be lawful in some contexts. We reserve the right to act against content or behavior that we believe is unsafe, deceptive, abusive, exploitative, harmful to users or communities, harmful to our brand, harmful to the integrity of the Platform, or inconsistent with the intended use of Daylyy.

18. Follow the Law

You may not use Daylyy to violate any applicable law, regulation, court order, or third-party right. This includes, without limitation:

intellectual property infringement;
privacy or publicity-rights violations;
fraud, impersonation, or identity theft;
unlawful harassment or threats;
child exploitation or abuse;
unlawful sexual content;
scams and deceptive trade practices;
unlawful gambling or financial schemes;
unlawful controlled-substance activity;
export-control or sanctions violations; and
any other unlawful or prohibited conduct.

19. Authenticity and Account Integrity

You may not use Daylyy in a misleading, deceptive, or manipulative way. The following are prohibited:

impersonating another person, group, brand, school, business, or organization;
pretending to be affiliated with Daylyy when you are not;
creating fake accounts, burner accounts, bot accounts, or deceptive identity-based accounts;
using misleading names, images, affiliations, or profile details;
buying, selling, renting, or transferring accounts, usernames, handles, invite codes, or access rights without our permission;
using automation, scripts, device farms, emulators, or unauthorized tools to create accounts or manipulate Platform activity; and
artificially inflating followers, invites, engagement, activity, views, or distribution.

20. Harassment, Bullying, and Abuse

You may not bully, harass, intimidate, degrade, threaten, or abuse other people on Daylyy. This includes, without limitation:

repeated unwanted contact;
targeted insults or humiliation;
threats of violence or harm;
sexual harassment;
extortion, blackmail, or coercion;
encouraging others to target or gang up on a person;
posting content intended to shame, humiliate, or terrorize someone; and
using local or community features to target people in a threatening or invasive way.

We may take action even if the conduct occurs partly off-Platform where it affects the safety of Daylyy users or communities.

21. Hate, Extremism, and Violent Content

You may not post or promote:

hate speech or hateful conduct targeting protected groups or individuals based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or other protected characteristics;
support for terrorism, extremist organizations, or violent extremist ideology;
credible threats of violence;
graphic violence posted to glorify, celebrate, or encourage harm; or
content that incites violence or serious physical harm.

22. Sexual Content, Exploitation, and Nudity

You may not use Daylyy to post, share, request, promote, or threaten sexual exploitation. Prohibited content and conduct includes:

child sexual abuse material (CSAM) or any sexualized content involving minors — such content will be reported to the National Center for Missing & Exploited Children (NCMEC) and relevant law enforcement;
sexual exploitation, grooming, trafficking, or coercion;
non-consensual intimate imagery, including threats to share it;
posting or distributing another person's intimate images without their clear permission;
sexual extortion or blackmail; and
content that exploits, objectifies, or endangers another person.

We may also restrict or remove adult sexual content, nudity, or sexually explicit content where we believe it is inconsistent with Daylyy's intended use, app-store requirements, safety standards, or brand standards.

23. Self-Harm, Suicide, and Dangerous Conduct

You may not use Daylyy to:

promote, encourage, glorify, instruct, or facilitate suicide, self-harm, eating-disorder behavior, or dangerous physical challenges;
threaten immediate harm in a way that creates a credible safety concern for a person or community;
post content that instructs others how to seriously injure themselves or others; or
celebrate or normalize clearly dangerous conduct likely to cause serious harm.

We may remove or limit content and take emergency or protective action where we believe there is a risk of imminent harm.

24. Privacy, Doxxing, and Non-Consensual Sharing

You may not violate another person's privacy. This includes, without limitation:

posting or threatening to post someone's private or personally identifying information without authorization ("doxxing");
revealing home addresses, private phone numbers, private emails, precise private locations, government ID details, financial information, or other sensitive personal information;
tracking, stalking, or attempting to physically locate someone using Daylyy;
sharing private conversations, images, recordings, or information without the right to do so; and
using location or local features to invade someone's privacy or safety.

25. Child Safety

Any content or conduct involving the sexual exploitation, grooming, abuse, endangerment, or trafficking of minors is strictly prohibited. We may report such content or conduct to law enforcement, child-safety organizations, NCMEC, or other appropriate entities where permitted or required.

26. Local Features and Offline Safety

If Daylyy offers local, nearby, campus, or community-based features, you may not use those features to:

stalk, ambush, threaten, or intimidate others;
organize unlawful activity;
facilitate harassment or targeted abuse;
solicit unsafe in-person meetings;
exploit another person's location, routine, or vulnerability; or
create a real-world safety risk for any user or community.

Any offline interaction you choose to have with another user is your responsibility. Daylyy may act on reports involving off-Platform conduct when relevant to the safety or integrity of the Platform.

27. Fraud, Scams, and Deceptive Practices

You may not use Daylyy for fraud or deception. This includes:

phishing;
scams, fake giveaways, or false investment or money-making schemes;
deceptive product or service promotions;
attempts to obtain money, passwords, personal information, or access through deception;
catfishing or identity-based deception intended to mislead or exploit others; and
fake endorsements, fake social proof, or undisclosed deceptive promotional conduct.

28. Spam, Solicitation, and Unauthorized Promotions

You may not use Daylyy to send or facilitate spam, bulk messaging, or unauthorized promotion. This includes:

unsolicited commercial messages;
repetitive or mass posting;
chain messages and engagement bait;
contact import or invite abuse for mass solicitation;
posting purely promotional, affiliate, lead-generation, or traffic-funneling content in a way that disrupts the user experience; and
using Daylyy primarily as a spam distribution, customer list harvesting, or unauthorized advertising channel.

Promotions, brand campaigns, creator campaigns, sweepstakes, contests, or ambassador programs run through Daylyy may require our prior written approval and may be subject to additional terms.

29. Intellectual Property of Others

You may only post content you have the right to use. You may not:

upload, post, or share content that infringes copyright, trademark, trade secret, or other intellectual property rights;
use another person's name, image, likeness, voice, or personal content without authorization;
repost photos, videos, or creative work where you do not have the required rights;
remove watermarks, credits, or rights-management information in a deceptive way; or
falsely claim ownership of content or branding.

30. Technical Abuse and Platform Interference

You may not interfere with the operation, security, or integrity of Daylyy. This includes:

reverse engineering, decompiling, or attempting to extract source code;
probing, scanning, or testing vulnerabilities without authorization;
bypassing access controls, moderation systems, rate limits, or security features;
introducing malware, spyware, malicious code, or harmful scripts;
scraping, harvesting, or collecting data from the Services without permission;
using bots or automation to access, monitor, or interact with the Services without authorization; and
overloading, flooding, or disrupting our systems or other users' access to the Services.

31. Reporting Violations

If you believe content or behavior violates these Community Standards, please report it through the in-app reporting tools or contact us at support@daylyy.com. When reviewing reports, we may consider the severity of the conduct, whether there is a risk of harm, whether the conduct is repeated or coordinated, the credibility of the report, relevant context, and the need to protect users, communities, Daylyy, or third parties. We act in our sole discretion and are not obligated to take any specific action.

32. No Guarantee of Perfect Enforcement

We work to maintain the safety and integrity of Daylyy, but we do not guarantee that all content or conduct violating these Community Standards will be identified or removed immediately, or at all. We may not have visibility into every interaction or piece of content. Our decision not to enforce these standards in any particular instance does not waive our right to enforce them in other instances, now or in the future, and does not create any liability on the part of Daylyy for failure to act.

PART III — LEGAL TERMS

33. Health, Wellness, and Mental Health Disclaimer

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS IMPORTANT LIMITATIONS ON DAYLYY'S LIABILITY FOR HEALTH AND WELLBEING IMPACTS.

Daylyy is a social media and communications platform, not a healthcare, mental health, crisis response, counseling, therapy, medical, or safety service. We do not provide medical advice, mental health advice, diagnosis, treatment, crisis intervention, or emergency services.

BY USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

use of social media platforms, including Daylyy, has been associated by researchers and medical professionals with a range of potential effects, including but not limited to anxiety, depression, low self-esteem, social comparison, sleep disruption, compulsive use, and isolation;
Daylyy makes no representation, warranty, or guarantee that use of the Platform will not negatively impact your mental health, emotional wellbeing, psychological state, or overall health;
you are solely responsible for monitoring and managing your own mental and physical health in connection with your use of the Platform;
Daylyy is not responsible for any emotional, psychological, behavioral, or social effects you may attribute to using the Services, including anxiety, depression, compulsive use, distress, social comparison, harassment by others, or changes in mood or wellbeing;
nothing on the Platform constitutes mental health advice, counseling, therapy, diagnosis, or treatment; and
your use of the Platform constitutes an express, knowing, and voluntary assumption of all mental health and emotional risks associated with social media use.

If you believe you may be in danger, experiencing a crisis, or in need of medical or mental health support, contact emergency services or a qualified professional immediately.

If you are a parent or guardian who has consented to a minor's use of the Platform, you assume full responsibility for monitoring that minor's use and for any harm resulting from that use, including any mental health impacts.

34. Disclaimers

THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DAYLYY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, AND THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SAFE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS. WE DO NOT WARRANT THAT USER CONTENT, USER INTERACTIONS, FEEDS, LOCAL CONTENT, INVITES, OR ANY OTHER FEATURE WILL BE ACCURATE, RELIABLE, AVAILABLE, APPROPRIATE, OR SAFE.

35. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DAYLYY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUCCESSORS, AND ASSIGNS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS, OPPORTUNITY, REPUTATION, MENTAL HEALTH, EMOTIONAL WELLBEING, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, USER CONTENT, USER CONDUCT, OR USER INTERACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF DAYLYY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US, IF ANY, FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You acknowledge that the limitations of liability in this Section reflect a reasonable and fair allocation of risk and are an essential basis of the bargain between you and Daylyy. Daylyy could not provide the Services on an economically viable basis without these limitations. Because some jurisdictions do not allow certain exclusions or limitations, some of the above may not apply to you to the extent prohibited by applicable law.

36. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Daylyy, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, successors, and assigns from and against any and all claims, demands, actions, investigations, proceedings, liabilities, damages, judgments, settlements, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

your access to or use of the Services;
your User Content;
your violation of these Terms, our policies, or applicable law;
your infringement or violation of any third-party right, including intellectual property, privacy, publicity, or contractual rights;
your interactions or disputes with another user or third party;
any claim by any person to whom you distributed an invite code arising from their use of the Services; or
your misuse of invites, contact-import tools, messaging tools, or promotional features.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of that matter. You may not settle any such matter without our prior written consent.

37. Termination

We may, in our sole discretion and to the maximum extent permitted by law, suspend, restrict, disable, delete, or terminate your account, invites, access to the Services, or any portion of the Services at any time, with or without notice, for any reason or no reason, including where we believe you have violated these Terms, your conduct creates risk or liability for Daylyy or others, your account is inactive, fraudulent, duplicative, or unauthorized, or termination is appropriate for legal, regulatory, business, or security reasons. Termination does not give rise to any claim for damages, refund, or other relief.

Upon termination, the rights granted to you under these Terms will immediately cease. Sections that by their nature should survive termination will survive, including sections relating to User Content licenses, publicity rights, indemnification, limitations of liability, dispute resolution, and general provisions.

38. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO A JURY TRIAL.

38.1 Informal Resolution First

Before initiating any formal dispute process, you agree to first contact us at support@daylyy.com and describe your dispute in writing. We will attempt to resolve the dispute informally within thirty (30) days. If unresolved after that period, either party may proceed to arbitration as described below.

38.2 Binding Individual Arbitration

To the maximum extent permitted by law, you and Daylyy agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved through final and binding arbitration on an individual basis, except that either party may bring an individual action in small claims court if it qualifies. The arbitration will be administered by a nationally recognized arbitration provider under its applicable consumer rules. The arbitration will take place in the United States in the county or state designated by Daylyy unless applicable law requires otherwise.

38.3 Class Action and Jury Trial Waiver

YOU AND DAYLYY EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY.

38.4 Opt-Out

You may opt out of this arbitration agreement within thirty (30) days after first accepting these Terms by sending a written opt-out request to support@daylyy.com with your full name, account email, username, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in the courts specified in Section 39.

38.5 Fallback Jurisdiction

If the arbitration provision is found unenforceable as to any claim, then exclusive jurisdiction and venue for that claim will lie in the state or federal courts located in the State of [State], and each party consents to personal jurisdiction there.

39. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Maryland, without regard to conflict-of-law principles, except to the extent preempted by U.S. federal law or otherwise required by applicable law.

40. General Provisions

These Terms, together with our Privacy Policy and any policies and supplemental terms incorporated by reference, constitute the entire agreement between you and Daylyy regarding the Services and supersede all prior or contemporaneous agreements relating to the same subject matter.

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Our failure to enforce any provision of these Terms is not a waiver of our right to enforce that provision later. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, sale of assets, financing, restructuring, or by operation of law.

Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and Daylyy.

41. Contact Information

For questions or concerns about these Terms, please contact us at:

Daylyy LLC

support@daylyy.com