Privacy Policy

Effective as of March 17th, 2022

This Privacy Policy describes howSundial.ai ("Sundial," "we",“us” or "our") handles personal information that we collect through our digital properties that link to this Privacy Policy, including our website and mobile applications (collectively, the “Service”),as well as through social media, our marketing activities, and other activities described in this Privacy Policy.  

Index

How we use your personal information

How we share your personal information

Your choices

Other sites and services

Security

International data transfers

Children

Changes to this Privacy Policy

How to contact us

Your California Privacy Rights

Personal information we collect

Information you provide to us.  Personal information you may provide to us through the Service or otherwise includes:
  • Contact data, such as your first and last name, email address, billing and mailing addresses, and phone number.
  • Demographic data, such as your city, state, country of residence, postal code, and date of birth.
  • Profile data, such as the username and password that you may set to establish an online account on the Service, biographical details, photograph or profile picture, links to your profiles on social networks, interests, preferences, and any other information that you add to your account profile.  
  • Communications data, based on our exchanges with you, including when you contact us through the Service, social media, or otherwise.
  • Payment and transactional data, such as information relating to or needed to complete your orders and/or payments on or through the Service (including payment card information and billing information), wallet address, and your purchase history.
  • Marketing data, such as your preferences for receiving our marketing communication sand details about your engagement with them.
  • User-generated content data, such as profile pictures, photos, images,3D models or renderings, comments, questions, messages, works of authorship, and other content or information that you generate, transmit, or otherwise make available on the Service, as well as associated metadata.
  • Other data not specifically listed here, which we will use as described in thisPrivacy Policy or as otherwise disclosed at the time of collection.

Third-party sources. We may combine personal information we receive from you with personal information we obtain from other sources, such as:

  • Public sources, such as social media platforms and other publicly available sources.
  • Private sources, such as data providers, social media platforms and data licensors.
  • Marketing partners, such as joint marketing partners and event co-sponsors.
  • Third-party services, such as social media services, that you use to log into, or otherwise link to, your Service account. This data may include your username, profile picture and other information associated with your account on that third-party service that is made available to us based on your account settings on that service.

Automatic data collection.  We, our service providers, and our business partners may automatically log information about you, your computer or mobile device, and your interaction over time with the Service, our communications and other online services, such as:

  • Device data, such as your computer or mobile device’s operating system type and version, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers (including identifiers used for advertising purposes), language settings, mobile device carrier, radio/network information (e.g., Wi-Fi, LTE,3G), and general location information such as city, state or geographic area.
  • Online activity data, such as pages or screens you viewed, how long you spent on a page or screen, the website you visited before browsing to the Service, navigation paths between pages or screens, information about your activity on a page or screen, access times and duration of access, and whether you have opened our emails or clicked links within them.
  • Precise geolocation data when you authorize the Service to access your device’s location.

Cookies and similar technologies. Some of the automatic collection described above is facilitated by the following technologies:

  • Cookies, which are small text files that websites store on user devices and that allow web servers to record users’ web browsing activities and remember their submissions, preferences, and login status as they navigate a site. Cookies used on our sites include both “session cookies” that are deleted when a session ends, “persistent cookies” that remain longer, “first party” cookies that we place and “third party” cookies that our third-party business partners and service providers place.
  • Local storage technologies, like HTML5, that provide cookie-equivalent functionality but can store larger amounts of data on your device outside of your browser in connection with specific applications.
  • Web beacons, also known as pixel tags or clear GIFs, which are used to demonstrate that a webpage or email was accessed or opened, or that certain content was viewed or clicked.
  • Software development kits, or SDKs, which are used to incorporate third party computer code into our app that allows our third-party service providers or advertising partners to collect user data directly from the app for a variety of purposes, including to provide us with analytics regarding the use of the app, to integrate with social media, add features or functionality to our app, or to facilitate online advertising.

Data about others. We may offer features that help users invite their friends or contacts to use the Service, and we may collect contact details about these invitees so we can deliver their invitations. Please do not refer someone to us or share their contact details with us unless you have their permission to do so.

How we use your personal information

We may use your personal information for the following purposes or as otherwise described at the time of collection:

Service delivery and business operations.  We may use your personal information to:

  • provide, operate and improve the Service and our business;
  • process your payments and complete transactions with you;
  • establish and maintain your user profile on the Service;
  • facilitate your invitations to friends who you want to invite to join the Service;
  • enable security features of the Service, such as by sending you security codes via email or SMS, and remembering devices from which you have previously logged in;
  • communicate with you about the Service, including by sending announcements, updates, security alerts, and support and administrative messages;
  • understand your needs and interests, and personalize your experience with the Service and our communications; and
  • provide support for the Service, and respond to your requests, questions and feedback

Research and development.  We may use your personal information for research and development purposes, including to analyze and improve the Service and our business. As part of these activities, we may create aggregated, de-identified and/or anonymized data from personal information we collect.  We make personal information into de-identified or anonymized data by removing information that makes the data personally identifiable to you.  We may use this aggregated, de-identified or otherwise anonymized data and share it with third parties for our lawful business purposes, including to analyze and improve the Service and promote our business.

Marketing and advertising.  We, our service providers and our third-party advertising partners may collect and use your personal information for marketing and advertising purposes:

  • Direct marketing. We may send you direct marketing communications.  You may opt-out of our marketing communications as described in the Opt-out of marketing section below.  
  • Interest-based advertising.  Our third-party advertising partners may use cookies and similar technologies to collect information about your interaction (including the data described in the automatic data collection section above) with the Service, our communications and other online services over time, and use that information to serve online ads that they think will interest you.  This is called interest-based advertising. We may also share information about our users with these companies and other business and marketing partners to facilitate interest-based advertising to those or similar users on our platform or other online platforms. You can learn more about your choices for limiting interest-based advertising in the Advertising choices section below.

Compliance and protection.  We may use your personal information to:

  • comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities;
  • protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims);
  • audit our internal processes for compliance with legal and contractual requirements or our internal policies;
  • enforce the terms and conditions that govern the Service; and
  • prevent, identify, investigate and deter fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft.  

With your consent.  In some cases, we may specifically ask for your consent to collect, use or share your personal information, such as when required by law.

Cookies and similar technologies. In addition to the other uses included in this section, we may use the Cookies and similar technologies described above for the following purposes:

  • Technical operation.To allow the technical operation of the Service, such as by remembering your selections and preferences as you navigate the site, and whether you are logged in when you visit password protected areas of the Service.
  • Functionality. To enhance the performance and functionality of our services.
  • Advertising. To help our third-party advertising partners collect information about how you use theService and other online services over time, which they use to show you ads on other online services they believe will interest you and measure how the ads perform.
  • Analytics. To help us understand user activity on the Service, including which pages are most and least visited and how visitors move around the Service, as well as user interactions with our emails. For example, we use Google Analytics for this purpose. You can learn more about Google Analytics and how to prevent the use of Google Analytics relating to your use of our sites here: https://tools.google.com/dlpage/gaoptout?hl=en.

Retention. We generally retain personal information to fulfill the purposes for which we collected it, including for the purposes of satisfying any legal, accounting, or reporting requirements, to establish or defend legal claims, or for fraud prevention purposes.  To determine the appropriate retention period for personal information, we may consider factors such as the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.  

When we no longer require the personal information we have collected about you, we may either delete it, anonymize it, or isolate it from further processing.

How we share your personal information

We may share your personal information with the following parties and as otherwise described in this Privacy Policy or at the time of collection.  

Affiliates.  Our corporate parent, subsidiaries, and affiliates, for purposes consistent with this Privacy Policy.

Service providers.  Third parties that provide services on our behalf or help us operate the Service or our business (such as hosting, information technology, customer support, email delivery, marketing, consumer research and website analytics).

Payment processors. Any payment card information you use to make a purchase on the Service is collected and processed directly by our payment processors, such as Stripe. Stripe may use your payment data in accordance with its privacy policy, https://stripe.com/privacy.

Cryptocurrency and NFT platforms. We may share your personal information with third-party non-fungible token (NFT) marketplaces in order to facilitate the display of NFTs in a gallery, as well as the purchase and/or sale of NFTs, such as through integrations with OpenSea and others. Any information collected necessary to facilitate the creation of an NFT through the Service (such as your wallet address) is collected and processed directly by your chosen cryptocurrency or NFT platform. Please review the privacy policies for the relevant cryptocurrency or NFT platform to learn how they may use your information, for example, at https://opensea.io/privacy.

Advertising partners.  Third-party advertising companies for the interest-based advertising purposes described above.

Business and marketing partners. We may share your personal information (including precise geolocation) with third parties with whom we co-sponsor events or promotions, with whom we jointly offer products or services, or whose products or services may be of interest to you.

Linked third-party services. If you log into the Service with, or otherwise link your Service account to, a social media or other third-party service, we may share your personal information with that third-party service. The third party’s use of the shared information will be governed by its privacy policy and the settings associated with your account with the third-party service.

Professional advisors.  Professional advisors, such as lawyers, auditors, bankers and insurers, where necessary in the course of the professional services that they render to us.

Authorities and others. Law enforcement, government authorities, and private parties, as we believe in good faith to be necessary or appropriate for the compliance and protection purposes described above.

Business transferees.  Acquirers and other relevant participants in business transactions (or negotiations of or due diligence for such transactions) involving a corporate divestiture, merger, consolidation, acquisition, reorganization, sale or other disposition of all or any portion of the business or assets of, or equity interests in, Sundial or our affiliates (including, in connection with a bankruptcy or similar proceedings).  

Other users and the public.  Your profile and other user-generated content data (except for messages) may be visible to other users of the Service and the public. For example, other users of the Service or the public may have access to your information if you chose to make your profile or other personal information available to them through the Service, such as when you upload a 3D model or rendering to the Service or when you provide comments, reviews, survey responses, or share other content. This information can be seen, collected and used by others, including being cached, copied, screen captured or stored elsewhere by others (e.g., search engines), and we are not responsible for any such use of this information.

We make commercially reasonable efforts to verify that the parties with whom our mobile application shares personal information provide a level of protection of personal information consistent with the practices described in this Privacy Policy, except that all such parties described above other than service providers and affiliates may, to the extent permitted by law, use personal information as described in their own privacy policies.

Your choices

Access or update your information. If you have registered for an account with us through the Service, you may review and update certain account information by logging into the account.

Opt-out of marketing communications.  You may opt-out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the email, or by contacting us.  Please note that if you choose to opt-out of marketing-related emails, you may continue to receive service-related and other non-marketing emails.  

Cookies. Most browsers let you remove or reject cookies.  To do this, follow the instructions in your browser settings.  Many browsers accept cookies by default until you change your settings.  Please note that if you set your browser to disable cookies, the Service may not work properly.  For more information about cookies, including how to see what cookies have been set on your browser and how to manage and delete them, visit www.allaboutcookies.org.

Mobile location data.  You can disable our access to your device’s precise geolocation in your mobile device settings.

Advertising choices.   You may be able to limit use of your information for interest-based advertising through the following settings/options/tools:

  • Browser settings.  Changing your internet web browser settings to block third-party cookies.
  • Privacy browsers/plug-ins. Using privacy browsers and/or ad-blocking browser plug-ins that let you block tracking technologies.
  • Platform settings. Google and Facebook offer opt-out features that let you opt-out of use of your information for interest-based advertising.  You may be able to exercise that option at the following websites:
  • Google: https://adssettings.google.com/
  • Facebook: https://www.facebook.com/about/ads
  • Ad industry tools.  Opting out of interest-based ads from companies that participate in the following industry opt-out programs:
  • Network Advertising Initiative: http://www.networkadvertising.org/managing/opt_out.asp
  • Digital Advertising Alliance: optout.aboutads.info.  
  • AppChoices mobile app, available at https://www.youradchoices.com/appchoices, which will allow you to opt-out of interest-based ads in mobile apps served by participating members of the Digital Advertising Alliance.
  • Mobile settings.  Using your mobile device settings to limit use of the advertising ID associated with your mobile device for interest-based advertising purposes.

You will need to apply these opt-out settings on each device and browser from which you wish to limit the use of your information for interest-based advertising purposes.  

We cannot offer any assurances as to whether the companies we work with participate in the opt-out programs described above.

Do Not Track.  Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit.  We currently do not respond to “Do Not Track” or similar signals.  To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

Declining to provide information. We need to collect personal information to provide certain services.  If you do not provide the information we identify as required or mandatory, we may not be able to provide those services.

Linked third-party platforms. If you choose to connect to the Service through your social media account or other third-party platform, you may be able to use your settings in your account with that platform to limit the information we receive from it. If you revoke our ability to access information from a third-party platform, that choice will not apply to information that we have already received from that third party.

Delete your content or close your account. You can choose to delete certain content through your account.  If you wish to request to close your account, please contact us.

Other sites and services

The Service may contain links to websites, mobile applications, and other online services operated by third parties.  In addition, our content may be integrated into web pages or other online services that are not associated with us.  These links and integrations are not an endorsement of, or representation that we are affiliated with, any third party.  We do not control websites, mobile applications or online services operated by third parties, and we are not responsible for their actions. We encourage you to read the privacy policies of the other websites, mobile applications and online services you use.

Security

We employ a number of technical, organizational and physical safeguards designed to protect the personal information we collect.  However, security risk is inherent in all internet and information technologies and we cannot guarantee the security of your personal information.

International data transfer

We are headquartered in the United States and may use service providers that operate in other countries. Your personal information may be transferred to the United States or other locations where privacy laws may not be as protective as those in your state, province, or country.

Children  

The Service is not intended for use by anyone under 16 years of age. If you are a parent or guardian of a child from whom you believe we have collected personal information in a manner prohibited by law, please contact us.  If we learn that we have collected personal information through the Service from a child without the consent of the child’s parent or guardian as required by law, we will comply with applicable legal requirements to delete the information.

Changes to this Privacy Policy

We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it on the Service or other appropriate means.  Any modifications to this Privacy Policy will be effective upon our posting the modified version (or as otherwise indicated at the time of posting). In all cases, your use of the Service after the effective date of any modified Privacy Policy indicates your acknowledgment that the modified Privacy Policy applies to your interactions with the Service and our business.

How to contact us

  • Email: legal@sundial.ai
  • Mail: Attn: Legal 1704 South Chapel Alhambra, CA 91801
  • Phone: (626) 780-5384‬

Your California privacy rights

Under California’s Shine the Light law (California Civil Code Section 1798.83), California residents may ask companies with whom they have formed a business relationship primarily for personal, family or household purposes to provide the names of third parties to which they have disclosed certain personal information (as defined under the Shine the Light law) during the preceding calendar year for their own direct marketing purposes and the categories of personal information disclosed.  You may send us requests for this information to legal@sundial.ai. In your request, you must include the statement “Shine the Light Request," and provide your first and last name and mailing address and certify that you are a California resident. We reserve the right to require additional information to confirm your identity and California residency.  Please note that we will not accept requests via telephone, mail, or facsimile, and we are not responsible for notices that are not labeled or sent properly, or that do not have complete information.

---------------------------------------------------------------------------------------------------------------------------------------------------

Sundial.AI Terms of Service

Last Updated Date: 2/28/22

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THESE “TERMS OF SERVICE”) CAREFULLY.  THIS WEBSITE AND ANY OTHER DIGITAL PROPERTIES OF SUNDIAL, ITS AFFILIATES OR AGENTS, INCLUDING SUNDIAL’S WEB APP (COLLECTIVELY, THE “WEBSITE”) AND THE PRODUCTS, SERVICES CONTENT, MATERIALS AND INFORMATION ACCESSIBLE THROUGH THE FOREGOING ARE OFFERED BY SUNDIAL.AI CORPORATION (“SUNDIAL”).  BY ACCESSING OR USING THE WEBSITE IN ANY WAY OR DOWNLOADING OR USING SUNDIAL’S MOBILE APPLICATION (THE “APP”), INCLUDING USING ANY SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE AND/OR THE APP, INCLUDING SUNDIAL’S PROPRIETARY IRL URL SERVICE AS DESCRIBED IN SECTION 1 HERETO (EACH A “SERVICE” AND COLLECTIVELY WITH THE WEBSITE AND THE APP, THE “SERVICES”), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SUNDIAL, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF SERVICE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, ON BEHALF OF WHOM OR WHICH YOU USE THE SERVICES.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICES.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If these Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Service and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE BE AWARE THAT SECTION 16 OF THESE TERMS OF SERVICE, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS OF SERVICE.  IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.  

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

PLEASE BE AWARE THAT SECTION 2.6 OF THESE TERMS OF SERVICE, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY SUNDIAL IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Sundial will make a new copy of the Terms of Service Agreement available at the Website and within the App and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website or within the App.  We will also update the “Last Updated” date at the top of the Terms of Service Agreement.  If we make any material changes, and you have registered with us to create an Account (as defined below) we will publish notice of such changes.  Any changes to the Agreement will be effective immediately for new users of the Website, the App and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Registered Users, provided that any material changes shall be effective for Registered Users who have an Account with us upon the earlier of (i) thirty (30) days after we provide notice of such changes, whether by posting notice of such changes on the Services or sending e-mail notice of such changes to Registered Users (defined below); or (ii) your affirmative acceptance of such changes.  Sundial may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services.  Otherwise, your continued use of the Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. SUNDIAL SERVICES.  Sundial provides overlays of information that augment the physical world (the “IRL URL”) through its App and web-based platform.

1.1 Using the App. Registered Users (as defined below) can use the App to explore their surroundings and view information about certain identifiable physical objects (“Items”), which information and/or Item has been Made Available (as defined below) by other Registered Users and Third-Party Services (as defined below).  Using the App, Registered Users may have the ability to mint unique non-fungible tokens that embody their User Content (as defined below) as viewed through the IRL URL on a third-party blockchain (each, a “Token”) and use those Tokens as a personal record of their IRL URL experience.  Any User Content embodied by such Token will be hosted on a third-party blockchain.  In order to transfer any Token out of your Account (as defined below) you may need to connect a third-party digital wallet to your Account and enable such transfer through such digital wallet.

1.2 Object Renderings.  An artist or other creator may, subject to a separate written agreement with Sundial, use the Services to Make Available (as defined below) one or more three-dimensional visual depictions of an Item (each such work, a “Rendering”) and/or other Content (as defined below) related to or otherwise used in connection with such Item.  Each Rendering that is accepted by Sundial may serve as a foundational model for the underlying Item in the IRL URL and may be used in other Services, including to enable the Services to “recognize” and identify objects that are similar to such Item.

1.3 Contributing to IRL URL.  A Registered User may contribute to the IRL URL by Making Available Content (as defined below) that such Registered User has the right to Make Available and that enhances the IRL URL experience with respect to an Item, such as a link to information about such Item or a third-party API that calls data about such Item. Sundial reserves the right, but has no obligation, to monitor, remove, or revise in any manner such Registered User contributions to the IRL URL.

1.4 Access to Sundial Software.  A third-party brand or other entity may, subject to a separate written agreement with Sundial (each, a “Software License”) access and use certain Software (as defined below) and other services made available by Sundial to facilitate access to and use of the IRL URL.

2. USING THE SERVICES.

2.1 Access and Use. Subject to the terms of the Agreement, Sundial grants you a limited, non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable, and “as-is” right to access and use the Services for your personal or internal business purposes.  Unless otherwise specified by Sundial in a separate license, your right to use any and all Services is subject to the Agreement, including without limitation any Supplemental Terms applicable to the Services you use.

2.2 App License.  Subject to your compliance with the Agreement, Sundial grants you a limited non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, and “as is” license to download, install and use a copy of the App on mobile devices that you own or control and to run such copy of the App solely for your own personal or internal business purposes in connection with accessing and using the Services.  With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced App”), you will only use the App Store Sourced App (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.

2.3 Sundial Software.  Use of any software and associated documentation, other than the App, that is made available via the Website or the Services (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software.  These license terms may be posted with the Software or at the Website page where the Software can be accessed.  You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement.  At no time will Sundial provide you with any tangible copy of our Software.  Sundial shall deliver access to any Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation.  For the purposes of this section tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium.  Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis.  If there is any conflict between the Agreement and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence).  If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes.  If no license agreement accompanies use of the Software, use of the Software will be governed by the Agreement.  Subject to your compliance with the Agreement, Sundial grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Agreement.  Some Software may be offered under an open source license that we will make available to you.  There may be provisions in the open source license that expressly override some of these terms.

2.4 Updates.  You understand that the Services are evolving.  As a result, Sundial may require you to accept updates to certain Services that you have installed on your computer or mobile device.  You acknowledge and agree that Sundial may update the Services with or without notifying you.  You may need to update third-party software from time to time in order to use the Services.

2.5 Certain Restrictions.  The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other portion of the Website or the Services (including images, text, page layout or form) of Sundial; (c) you shall not use any metatags or other “hidden text” using Sundial’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website 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); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services.  Any future release, update or other addition to the Services shall be subject to the Agreement.  Sundial, its suppliers and service providers reserve all rights not granted in the Agreement.  Any unauthorized use of any the Services terminates the licenses granted by Sundial pursuant to the Agreement.

2.6 Sundial Communications.  By entering into this Agreement or using any Services, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications.  You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems.  Communications from us and our affiliated companies may include but are not limited to: multifactor authentication, operational communications concerning your Account or the use of the Services, updates concerning new and existing features or Services, communications concerning promotions run by us or our third-party partners, and news concerning Sundial and industry developments.  Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send.  IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.  YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES.  IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN DO SO UPON NOTICE TO SUNDIAL.  HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE SERVICES.

3. REGISTRATION.

24944896.24950592 Registering Your Account.  In order to access certain features of the Services you may be required to become a Registered User.  For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”), has a valid account on a third-party service through which the user has connected to the Services (each such account, a “Third-Party Account”), or has an account with the provider of the App for the user’s mobile device.

24944896.24950593 Access Through a Third-Party Account.  If you access the Services through a third-party service as part of the functionality of the Website, the App and/or the Services, you may link your Account with Third-Party Accounts, by allowing Sundial to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.  You represent that you are entitled to disclose your Third-Party Account login information to Sundial and/or grant Sundial access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Sundial to pay any fees or making Sundial subject to any usage limitations imposed by such third-party service providers.  By granting Sundial access to any Third-Party Accounts, you understand that Sundial may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”) that you have provided to and stored in your Third-Party Account so that it is available on and through the Services via your Account.  All such Content shall be considered to be Your Content (as defined below) for all purposes of the Agreement.  Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you make available to or through your Third-Party Accounts may be available on and through your Sundial Account.  Please note that if a Third-Party Account or associated service becomes unavailable, or Sundial’s access to such Third-Party Account is terminated by the third-party service provider, then any Content made available through the Third-Party Account may no longer be available on and through the Services.  You may have the ability to disable the connection between your Account and your Third-Party Accounts through such Third-Party Account.  PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SUNDIAL DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.  Sundial makes no effort to review any of Your Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Sundial is not responsible for any of Your Content made available through your Third-Party Account.

24944896.24950594 Registration Data.  In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.  You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors.  You may not share your Account or password with anyone, and you agree to notify Sundial immediately of any unauthorized use of your password or any other breach of security.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Sundial has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Sundial has the right to suspend or terminate your Account and refuse any and all current or future use of Services (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account at any given time.  Sundial reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use the Services if you have been previously removed by Sundial, or if you have been previously banned from any of the Services.  Sundial may require you to provide additional information and documents from time to time, including without limitation at the request of any competent authority or in order to help Sundial comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism.

24944896.24950595 Your Account.  Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Sundial.

24944896.24950596 Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.  

24944897. RESPONSIBILITY FOR CONTENT.

24944897.24950592 Types of Content.  You acknowledge that all Content is the sole responsibility of the party from whom such Content originated.  This means that you, and not Sundial, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other Registered Users, and not Sundial, are similarly responsible for all Content that you and they Make Available (“User Content”).

24944897.24950593 No Obligation to Pre-Screen Content.  You acknowledge that Sundial has no obligation to pre-screen Content (including, but not limited to, User Content), although Sundial reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications, and that any of Your Content that you Make Available on a blockchain will be available in connection with the protocol applicable to such blockchain.  In the event that Sundial pre-screens, refuses or removes any Content, you acknowledge that Sundial will do so for Sundial’s benefit, not yours.  Without limiting the foregoing, Sundial shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

24944897.24950594 Storage.  Unless expressly agreed to by Sundial in writing elsewhere, Sundial has no obligation to store any of Your Content that you Make Available on or through the Services.  Sundial has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.  Certain Services may enable you to specify the level at which such Services restrict access to Your Content.  You are solely responsible for applying the appropriate level of access to Your Content.  If you do not choose, the system may default to its most permissive setting.  You agree that Sundial retains the right to create reasonable limits on Sundial’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on or through the Services and as otherwise determined by Sundial in its sole discretion.  Certain Content, including certain of Your Content, may be stored or hosted on or through a third-party blockchain or other distributed storage ecosystem, and Sundial has no responsibility or liability to you or any third party in connection with the availability or unavailability of such third-party storage.

24944898. OWNERSHIP.

24944898.24950592 The Services.  Except with respect to Your Content and User Content, you agree that Sundial and its licensors own all rights, title and interest in the Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, the Website, the App, and any Sundial Software).  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services.

24944898.24950593 Trademarks.  [Sundial’s stylized name], “Sundial.AI,” and all related graphics, logos, service marks and trade names used on or in connection with any Services are the trademarks of Sundial and may not be used without permission in connection with your, or any third-party, products or services.  Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

24944898.24950594 Your Content.  Sundial does not claim ownership of Your Content.  However, when you as a Registered User post, publish, or otherwise Make Available Your Content on or through any Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.  

24944898.24950595 License to Your Content.  Subject to any applicable account settings that you select, you grant Sundial a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Services to you and to our other Registered Users.  Please remember that other Registered Users may be able to search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services or make available on any third-party blockchain or other decentralized ecosystem, in each instance in accordance with the functionality of such Service, blockchain or decentralized ecosystem.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not Sundial, are responsible for all of Your Content that you Make Available.  You may not post or submit for print services a photograph of another person without that person’s permission.

24944898.24950596 Username.  Notwithstanding anything contained herein to the contrary, by submitting Your Content to the Services, you hereby expressly permit Sundial to identify you by your username (which may be a pseudonym or an email address) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.  

24944898.24950597 Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Sundial through its suggestion, feedback, wiki, forum, Discord server, or similar channels (“Feedback”) is at your own risk and that Sundial has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Sundial a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Sundial’s business.

24944899. USER CONDUCT.  As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law.  You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Sundial’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Sundial; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages, introducing viruses, worms, or similar harmful code, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.  You agree not to take any action, Make Available any Content, or otherwise use the Services in any way that violate Sundial’s then-current Acceptable Use Policy, as may be updated from time to time.  

24944900. INVESTIGATIONS; ENFORCEMENT.  Sundial may, but is not obligated to, monitor or review the Services and Content at any time.  Without limiting the foregoing, Sundial shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law.  Although Sundial does not generally monitor user activity, if Sundial becomes aware of any possible violations by you of any provision of the Agreement, Sundial reserves the right to investigate such violations, and Sundial may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.  Sundial reserves the right to (i) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (ii)  take appropriate legal action in connection with any illegal or unauthorized use of the Services; and/or (iii) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.  If Sundial reasonably believes that criminal activity has occurred, Sundial reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Sundial is entitled, except to the extent prohibited by applicable law, to disclose any information or materials to which it has access in connection with the Services, including Your Content, in order to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Sundial, its Registered Users or the public, and all enforcement or other government officials, as Sundial in its sole discretion believes to be necessary or appropriate.

24944901. INTERACTIONS WITH OTHER USERS.

24944901.24950592 User Responsibility.  You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Sundial reserves the right, but has no obligation, to intercede in such disputes.  You agree that Sundial will not be responsible for any liability incurred as the result of such interactions.

24944901.24950593 Content Provided by Other Users.  The Services contain User Content provided by other Registered Users.  Sundial is not responsible for and does not control User Content.  Sundial has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content.  You use all User Content and interact with other Registered Users at your own risk.

24944902. FEES AND PURCHASE TERMS.

24944902.24950592 Payment.  Any fees or charges applicable to your use of the Services (collectively, “Fee(s)”) shall be as set forth on or in connection with such Services.

24944902.24950593 Taxes.  If at any point in the future, Sundial begins to charge a Fee for any of its Services or products and Sundial determines it has an obligation to collect Sales Tax from you in connection with this Agreement and/or such Fee, Sundial shall collect such Sales Tax in addition to the Fee(s).  If any Services or products, or payments for any Services or products, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Sundial, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify Sundial for any liability or expense Sundial may incur in connection with such Sales Taxes.  Upon Sundial’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.  You agree to make all payments of fees to Sundial free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to Sundial will be your sole responsibility, and you will provide Sundial with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

24944902.24950594 Free Trials and Other Promotions.  Any free trial or other promotion offered in connection with any of the Services must be used within the specified time of the trial.  At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable fee.  

24944902.24950595 Sundial Revenue.  Sundial reserves the right to display third-party advertisements before, after, or in conjunction with Content, including User Content posted on the Services, and you acknowledge and agree that Sundial has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Sundial as a result of such advertising).Except as may otherwise be set forth in a separate written agreement between you and Sundial, Sundial has no obligation to you with respect to any revenue received by Sundial from any third party.

24944903. INDEMNIFICATION.  You agree to indemnify and hold harmless Sundial, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Sundial Party” and collectively, the “Sundial Parties”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations.  Sundial reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Sundial in asserting any available defenses.  This provision does not require you to indemnify any of Sundial Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder.  You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.

24944904. DISCLAIMER OF WARRANTIES AND CONDITIONS.

24944904.24950592 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  SUNDIAL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.  

(hhh) SUNDIAL PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

(iii) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(jjj) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  SUNDIAL MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.

(kkk) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUNDIAL OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(lll) FROM TIME TO TIME, SUNDIAL MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT.  SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SUNDIAL’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

24944904.24950593 No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT SUNDIAL PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SUNDIAL PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

24944904.24950594 No Liability for Conduct of Other Users.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES.  YOU UNDERSTAND THAT SUNDIAL DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES.  SUNDIAL MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.  SUNDIAL MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.

24944904.24950595 Third-Party Materials.  As a part of the Services, you may have access to materials that are hosted or made available by another party, including on or through a third-party blockchain or distributed ecosystem.  You agree that it is impossible for Sundial to monitor such materials and that you access these materials at your own risk.

24944905. LIMITATION OF LIABILITY.

24944905.24950592 Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SUNDIAL PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SUNDIALHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, OR INTERACTIONS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUNDIALPARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SUNDIAL PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SUNDIAL PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

24944905.24950593 Cap on Liability.  TO THE FULLEST EXTENT PROVIDED BY LAW, SUNDIAL PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO SUNDIAL BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUNDIAL PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SUNDIAL PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SUNDIAL PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

24944905.24950594 User Content.  EXCEPT FOR SUNDIAL’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN SUNDIAL’S PRIVACY POLICY, SUNDIAL ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

24944905.24950595 Exclusion of Damages.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

24944905.24950596 Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUNDIAL AND YOU.

24944906. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.  It is Sundial’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Sundial by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been Made Available on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Sundial’s Copyright Agent for notice of claims of copyright infringement is as follows: Andrew Adashek, Sundial.ai Corporation, 1704 South Chapel Ave Alhambra, CA 91801 Email: andrew@sundial.ai.

24944907. TERM AND TERMINATION.  

24944907.24950592 Term.  The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.

24944907.24950593 Prior Use.  Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement.

24944907.24950594 Termination of Services by Sundial.  Sundial has the right to, immediately and without notice, suspend or terminate any Services provided to you.  You agree that all terminations for cause shall be made in Sundial’s sole discretion and that Sundial shall not be liable to you or any third party for any termination of your Account.

24944907.24950595 Termination of Services by You.  If you want to terminate the Services provided by Sundial, you may do so by (a) notifying Sundial at any time and (b) closing your Account for all of the Services that you use.  Your notice should be sent, in writing, to Sundial’s address set forth below.  

24944907.24950596 Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately.  You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  Sundial will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

24944907.24950597 No Subsequent Registration.  If your registration(s) with, or ability to access, the Services is discontinued by Sundial due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Sundial reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

24944908. INTERNATIONAL USERS.  The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Sundial intends to announce such Services or Content in your country.  The Services are controlled and offered by Sundial from its facilities in the United States of America.  Sundial makes no representations that the Services are appropriate or available for use in other locations.  Those who access or use any Services from other countries do so at their own volition and are responsible for compliance with local law.

24944909. DISPUTE RESOLUTION.  Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Sundial and limits the manner in which you can seek relief from us.

24944909.24950592 Applicability of Arbitration Agreement.  You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Sundial, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify,; and (b) you or Sundial may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.  

24944909.24950593 Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent [include name and address of registered agent here].  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Arbitration Rules If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Sundial will pay them for you.  In addition, Sundial will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

24944909.24950594 Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Sundial.  The exceptions to the preceding sentence are (1) all disputes arising out of or relating to the class action waiver, including any claim that all or part of the class action waiver is unenforceable, illegal, void or voidable, or such class action waiver has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) all disputes arising out of or relating to the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (3) all disputes arising out of or relating to whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement).  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

24944909.24950595 Waiver of Jury Trial.  YOU AND SUNDIALHEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Sundial are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 (Applicability of Arbitration Agreement) above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

24944909.24950596 Waiver of Class or Other Non-Individualized Relief.  ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California.  All other disputes, claims, or requests for relief shall be arbitrated.  

24944909.24950597 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@sundial.ai within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your Sundial username (if any), the email address you used to set up your Sundial account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

24944909.24950598 Severability.  Except as provided in Section 16.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

24944909.24950599 Survival of Agreement.  This Arbitration Agreement will survive the termination of your relationship with Sundial.

24944909.24950600 Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Sundial makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Sundial at the following address: legal@sundial.ai

24944910. THIRD-PARTY SERVICES.

24944910.24950592 Third-Party Payments Provider.  Sundial uses may use a third party service provider for payment services in connection with the Services (e.g., card acceptance, merchant settlement, and related services) (a “Third-Party Payments Provider”).  By making any purchase on or through the Services, you agree to be bound by the then-current terms and privacy policy of such Third-Party Payments Provider and hereby consent and authorize Sundial and such Third-Party Payments Provider to share any information and payment instructions you provide with one or more Third-Party Payments Provider(s) to the minimum extent required to complete your transactions.

24944910.24950593 Third-Party Services.  Services may contain links to third-party websites, applications, and advertisements for third parties (collectively, “Third-Party Services”).  When you click on a link to any Third-Party Services, we may not notify you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Services are not under the control of Sundial.  Sundial is not responsible for any Third-Party Services.  Sundial provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith.  You use all links in and to Third-Party Services at your own risk.  When you leave our Services, this Agreement and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

24944910.24950594 App Stores.  You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store ( an “App Store”).  You acknowledge that the Agreement is between you and Sundial and not with the App Store.  Sundial, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).  In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access.  You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the App.  You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Services, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.

24944910.24950595 Accessing and Downloading the App from the Apple App Store.  The following applies to any App Store Sourced App accessed through or downloaded from the Apple App Store:

(hhh) You acknowledge and agree that (i) the Agreement is concluded between you and Sundial only, and not Apple, and (ii) Sundial, not Apple, is solely responsible for the App Store Sourced App and content thereof.  Your use of the App Store Sourced App must comply with the App Store Terms of Service.

(iii) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced App.

(jjj) In the event of any failure of the App Store Sourced App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced App.  As between Sundial and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sundial.

(kkk) You and Sundial acknowledge that, as between Sundial and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced App or your possession and use of the App Store Sourced App, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(lll) You and Sundial acknowledge that, in the event of any third-party claim that the App Store Sourced App or your possession and use of that App Store Sourced App infringes that third party’s intellectual property rights, as between Sundial and Apple, Sundial, 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 the Agreement.

(mmm) You and Sundial acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced App against you as a third-party beneficiary thereof.

(nnn) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced App.

24944911. GENERAL PROVISIONS.

24944911.24950592 Electronic Communications.  The communications between you and Sundial may take place via electronic means, whether you visit the Services or send Sundial e-mails, or whether Sundial posts notices on the Services or communicates with you via e-mail or third-party messaging platform (e.g., Discord).  For contractual purposes, you (a) consent to receive communications from Sundial in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sundial provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

24944911.24950593 Release.  You hereby release the Sundial Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Registered Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services.  IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Sundial Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.

24944911.24950594 Assignment.  The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Sundial’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

24944911.24950595 Force Majeure.  Sundial shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, pandemic, epidemic, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

24944911.24950596 Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to the Services, please contact us at: legal@sundial.ai.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

24944911.24950597 Exclusive Venue.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Sundial agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Los Angeles County, California.

24944911.24950598 Governing Law.  THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.  

Notice.  You may give notice to Sundial at the following address: [Attn: Sundial Legal. 1704 South Chapel Alhambra, CA 91801. Such notice shall be deemed given when received by Sundial by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

24944911.24950599 Waiver.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

24944911.24950600 Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

24944911.24950601 Export Control.  You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained such Services, and any other applicable laws.  In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.  You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Sundial are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Sundial products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

24944911.24950602 Consumer Complaints.  In accordance with California Civil 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.

24944911.24950603 Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

---------------------------------------------------------------------------------------------------------------------------------------------------------

Sundial.ai Acceptable Use Policy Template

Please read this acceptable use policy ("policy", “AUP”) carefully before using services operated by Sundial.ai.

Services provided by us may only be used for lawful purposes. You agree to comply with all applicable laws, rules, and regulations in connection with your use of the services. Any material or conduct that in our judgment violates this policy in any manner may result in suspension or termination of the services or removal of user’s account with or without notice.

Prohibited use

You may not use the services to publish content or engage in activity that is illegal under applicable law, that is harmful to others, or that would subject us to liability, including, without limitation, in connection with any of the following, each of which is prohibited under this AUP:

  1. Child exploitation: You may not offer goods or services, or post or upload content that exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner.
  2. Harassment, bullying, defamation and threats: You may not offer goods or services, or post or upload Materials, that harass, bully, defame or threaten a specific individual.
  3. Hateful content: You may not use the Services to promote or condone hate or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status or other forms of discriminatory intolerance. You may not use the Services to promote or support organizations, platforms or people that: (i) promote or condone such hate; or (ii) threaten or condone violence to further a cause.
  4. Illegal activities: You may not offer goods or services, or post or upload Materials, that contravene or that facilitate or promote activities that contravene, the laws of the jurisdictions in which you operate or do business.
  5. Intellectual property: You may not offer goods or services, or post or upload Materials, that infringe on the copyright or trademarks of others.
  6. Malicious and deceptive practices: You may not use the Services to transmit malware or host phishing pages. You may not perform activities or upload or distribute Materials that harm or disrupt the operation of the Services or other infrastructure of Shopify or others, including Shopify’s third party providers. You may not use the Services for deceptive commercial practices or any other illegal or deceptive activities.
  7. Personal, confidential, and protected health information: You may not post or upload any Materials that contain personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorized to provide such consent. You may not use the Services to collect, store, or process any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), any applicable health privacy regulation or any other applicable law governing the processing, use, or disclosure of protected health information.
  8. Self-harm: You may not offer goods or services, or post or upload Materials, that promote self-harm.
  9. Spam: You may not use the Services to transmit unsolicited commercial electronic messages.
  10. Terrorist organizations: You may not offer goods or services, or post or upload Materials, that imply or promote support or funding of, or membership in, a terrorist organization.

Enforcement

Your services may be suspended or terminated with or without notice upon any violation of this policy. Any violations may result in the immediate suspension or termination of your account.

Reporting violations

To report a violation of this policy, please contact us at legal@sundial.ai

We reserve the right to change this policy at any given time, of which you will be promptly updated. If you want to make sure that you are up to date with the latest changes, we advise you to frequently visit this page.

Last updated: March 18th, 2022

---------------------------------------------------------------------------------------------------------------------------------------------------------

SUNDIAL CREATOR TERMS

These Creator Terms (“Creator Terms”) govern your access to and use of the Sundial platform as made available by Sundial.AI Corporation (“Sundial”) at sundial.ai/legal and as updated from time to time (the “Sundial Platform”). If you are an entity, the terms “you” and “Creator” in this Agreement shall also refer to such entity. Capitalized terms used, but not defined, in these Creator Terms shall have the meanings set forth in the Sundial Platform User Terms of Service sundial.ai/legal, which are hereby incorporated herein (“Ts&Cs,” and along with these Creator Terms, collectively, the “Agreement”). In the event of a conflict between a term or condition set forth in these Creator Terms and a term or condition set forth in the Ts&Cs, the term or condition set forth in these Creator Terms shall control. By clicking “I agree” or otherwise accessing and using the Sundial Platform, you acknowledge and agree that you have read, understand, and agree to be bound by this Agreement.  

1. OVERVIEW. The Agreement sets forth certain terms pursuant to which you can use the Sundial Platform to Make Available certain Renderings for use on the Sundial Platform and in the IRL URL Services enabled thereby.

a. Your License from Sundial. Subject to your compliance with the terms of the Agreement, Sundial grants you a limited, non-exclusive, non-sublicensable and nontransferable right to access and use the Sundial Platform to submit, edit, update, and otherwise Make Available Renderings and other User Content for use in connection with the IRL URL.

b. Renderings. You may submit through your Account on Sundial’s web-based platform any Rendering that complies with Sundial’s then-current technical specifications (collectively, the “Specs”). If a Rendering is accepted by Sundial in its sole discretion, the Rendering may be made available on or through IRL URL. You may be able to update a Rendering before or after such Rendering is accepted by Sundial; provided that Sundial is under no obligation to review and/or approve any such update.

c. Tokens. If a Rendering submitted by you is (i) accepted by Sundial; and (ii) determined by Sundial to be the first accepted Rendering of the Item, Sundial may enable you to mint through the Sundial Platform a Token authenticating your first-of-its-kind Rendering (each, an “Authenticity Token”) during a limited period of time following Sundial’s acceptance of the respective Rendering in accordance with Sundial’s then-current policies.  

d. Sundial’s License from You. You grant to Sundial the perpetual, irrevocable, non-exclusive, worldwide, royalty-free, transferable, sublicensable right and license to use the artwork, materials, designs, content, software programs, works of authorship, and other intellectual property rights that comprise the Rendering (collectively, “Creator IP”) in connection with (i) the use and development of the Sundial Platform; (ii) any advertising and/or promotional activities for Sundial, the Sundial Platform and Sundial’s other products and services; and (iii) to provide you with any Services, including without limitation any Authenticity Token, as well as in connection with exercising Sundial’s rights hereunder.

2. REPRESENTATIONS AND WARRANTIES; RESTRICTIONS. You represent and warrant that the Rendering is an original work product; that you are the sole owner of any Creator IP incorporated into the Rendering; and that you have the right and unrestricted ability to grant the license in the Creator IP granted in Section 1(d), above. You represent and warrant that neither the Rendering nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law; and that the Rendering does not incorporate any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Sundial. You agree not to use or incorporate into any Rendering any intellectual property developed by any third party except as expressly permitted in writing by Sundial. You agree that all Creator IP will comply with Sundial’s then-current Acceptable Use Policy. sundial.ai/legal

3. FEES. Any fees incurred in connection with the minting and transfer of an Authenticity Token, including without limitation any “gas” or similar blockchain-related transactional or processing fees, will be your sole responsibility unless otherwise set forth in writing on the Sundial Platform.  

4. DISCLAIMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE SUNDIAL PLATFORM IS PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, SUNDIAL MAKES NO WARRANTIES REGARDING YOUR ENJOYMENT OF THE SUNDIAL PLATFORM OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE SUNDIAL PLATFORM IS EXPERIMENTAL, HAS NOT BEEN GENERALLY RELEASED, AND MAY CONTAIN DEFECTS AND DEFICIENCIES THAT SUNDIAL CANNOT OR WILL NOT CORRECT, AND THAT SUNDIAL SHALL HAVE NO OBLIGATION TO CONTINUE OFFERING THE SUNDIAL PLATFORM.  

5. INDEMNIFICATION. CREATOR SHALL INDEMNIFY AND HOLD HARMLESS SUNDIAL, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES (THE “SUNDIAL INDEMNITEES”) FROM AND AGAINST, AND SHALL COMPENSATE AND REIMBURSE EACH OF THE SUNDIAL INDEMNITEES FOR, ANY EXPENSES INCURRED AND/OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY SUFFERED AT ANY TIME BY ANY OF THE SUNDIAL INDEMNITEES OR TO WHICH ANY OF THE SUNDIAL INDEMNITEES MAY OTHERWISE DIRECTLY OR INDIRECTLY BECOME SUBJECT AT ANY TIME AND WHICH ARISE DIRECTLY OR INDIRECTLY FROM OR AS A RESULT OF, OR ARE DIRECTLY OR INDIRECTLY CONNECTED WITH: (A) ANY ACT OR OMISSION ATTRIBUTABLE TO, OR INVOLVING ANY THIRD PARTY IN CONNECTION WITH THE RENDERINGS; (B) ANY BREACH OR INACCURACY OF ANY OF THE REPRESENTATIONS AND WARRANTIES MADE BY CREATOR; (C) ANY CREATOR IP, INCLUDING CLAIMS THAT ANY SUCH CREATOR IP INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (D) CREATOR’S USE OR MISUSE OF THE SUNDIAL PLATFORM.

6. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH THE FULFILLMENT OF A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER AND/OR A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR OTHER CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR USE OR LOSS OF DATA, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. IN NO EVENT SHALL SUNDIAL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE THOUSAND U.S. DOLLARS, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.

7. General. This Agreement may not be transferred or assigned by Creator, whether by operation of law or otherwise, without the prior written consent of Sundial. The parties acknowledge that if any sales, VAT or indirect tax is imposed under law on Sundial in connection with this Agreement, or Sundial is treated as a withholding agent in connection with any such taxes, Sundial and Creator shall equally bear and be responsible for any such taxes. Sundial shall have no obligation to indemnify and make whole Creator for any tax liability or penalty arising from any information reporting associated with the sale, license, or other distribution of any Authenticity Tokens through the Platform. All notices required to be sent hereunder shall be made in writing and shall be deemed to have been given upon (i) the date such notice is delivered by courier, or (ii) if by certified mail return receipt requested, on the date such notice is received, to the addresses set forth above and to the attention of the signatory of this Agreement; (iii) if by email specifically referencing this Section 7 of this Agreement, upon confirmed transmission to an email address previously specified in writing by the parties hereunder. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Neither party shall be liable for any delay or failure in performance due to acts of God, earthquakes, shortages of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics (including COVID-19), and similar occurrences beyond its control, whether or not foreseeable. This Agreement together with any attachments constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter herein. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party hereto. No other act, document, usage or custom shall be deemed to amend or modify this Agreement.