DAYPART
Terms of Service
Universal Agreement Governing All Products, Services, and Interactions
IMPORTANT: PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY DAYPART PRODUCT OR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING MANDATORY INDIVIDUAL ARBITRATION AND A CLASS ACTION WAIVER.
1. DEFINITIONS AND SCOPE OF AGREEMENT
1.1 Definitions
"Daypart," "Company," "we," "us," or "our" refers to Daypart, Inc., a Texas limited liability company, together with its subsidiaries, affiliates, officers, directors, employees, agents, contractors, and successors.
"User," "you," or "your" refers to any individual or entity that accesses, uses, registers for, or interacts with any Daypart Product in any capacity.
"Daypart Products" means all current and future products, services, platforms, applications, APIs, reports, predictions, prophecies, intelligence outputs, datasets, dashboards, tools, forward deployments, managed services, bounty investigations, and any other offering provided by Daypart, whether delivered digitally, in writing, orally, or through any other medium.
"Constellation Data" means the persistent, aggregated knowledge graph maintained by Daypart, including all Clusters, Crates, entity records, relationship graphs, citations, predictions, and derivative intelligence.
"Reports" means any output, prediction, prophecy, analysis, assessment, score, rating, recommendation, or intelligence product generated by or through any Daypart Product.
"User Data" means any data, content, information, claims, or materials submitted to, uploaded to, or otherwise provided to Daypart by or on behalf of a User.
"Intellectual Property" means all trade secrets, proprietary methodologies, detection algorithms, scoring models, signal compositions, data processing pipelines, prediction frameworks, constellation architecture, software, code, documentation, and any other proprietary technology or know-how owned by or licensed to Daypart.
1.2 Universal Scope
These Terms of Service (these "Terms") constitute a binding legal agreement between you and Daypart. These Terms govern your access to and use of all Daypart Products, without limitation. By accessing or using any single Daypart Product, you agree to be bound by these Terms with respect to all Daypart Products, including those that may be introduced after the date of your initial acceptance.
These Terms apply to all interactions with Daypart, including but not limited to: (a) use of any web-based or mobile application; (b) API access; (c) receipt of any Report; (d) participation in any forward deployment or managed services engagement; (e) any investigation, bounty, or research project in which you are a participant, subject, or recipient; and (f) any other interaction with Daypart or its personnel.
This Agreement supersedes and replaces any prior agreements, understandings, or terms of service between you and Daypart.
1.3 Acceptance
You accept these Terms by: (a) clicking "I Agree" or any similar button; (b) creating an account; (c) accessing or using any Daypart Product; (d) receiving any Report or intelligence output from Daypart; or (e) engaging Daypart for any services. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.
1.4 Modifications
Daypart may modify these Terms at any time by posting updated Terms on its website or providing notice through any Daypart Product. Continued use of any Daypart Product after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to any modification, your sole remedy is to cease using all Daypart Products.
2. LICENSE GRANT AND USE RESTRICTIONS
2.1 Limited License
Subject to your compliance with these Terms, Daypart grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Daypart Products solely for your internal business purposes. This license does not include any right to resell, redistribute, sublicense, or make available any Daypart Product or output to any third party.
2.2 Restrictions on Use
You shall not, and shall not permit any third party to:
(a) Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on any Daypart Product, Report, or Intellectual Property;
(b) Attempt to derive, reconstruct, extract, or otherwise ascertain the source code, algorithms, data structures, methodologies, models, signal compositions, training data, scoring logic, or any other proprietary elements of any Daypart Product ("Reverse Engineering");
(c) Distill, replicate, or attempt to replicate the functionality, outputs, or intelligence of any Daypart Product through any means, including but not limited to: systematic collection of outputs, training of competing models on Daypart outputs, rebuilding scoring methodologies based on observed results, or any form of model distillation, knowledge extraction, or competitive intelligence gathering ("Distillation");
(d) Use any Daypart Product, output, or data to build, train, improve, or enhance any product, service, model, or dataset that competes with or could be used as a substitute for any Daypart Product;
(e) Access any Daypart Product through any automated means, including but not limited to bots, scrapers, crawlers, spiders, or any other automated tool or script, except through APIs explicitly provided by Daypart and used in accordance with applicable API documentation and rate limits;
(f) Use any Daypart Product for any unlawful, fraudulent, harassing, defamatory, threatening, or otherwise prohibited purpose;
(g) Circumvent, disable, or interfere with any security, access control, rate limiting, or usage monitoring feature of any Daypart Product;
(h) Share, distribute, publish, or disclose any Report or intelligence output to any third party without Daypart's prior written consent, except as strictly necessary for the internal business purpose for which the Report was generated;
(i) Use any Daypart Product or output as the sole or primary basis for any legal, regulatory, or enforcement action without independent verification; or
(j) Violate any applicable law, regulation, or third-party right in connection with your use of any Daypart Product.
2.3 Anti-Investigation Restriction
You may not access, use, or interact with any Daypart Product, or any information obtained therefrom, for the purpose of conducting, supporting, or facilitating any investigation, legal action, competitive intelligence operation, regulatory inquiry, or other adversarial proceeding directed at Daypart, its affiliates, or any individual associated with Daypart, unless you have obtained Daypart's express prior written consent.
This restriction includes but is not limited to: (a) using any Daypart Product to gather information about Daypart's business, operations, customers, or personnel; (b) accessing any Daypart Product on behalf of or at the direction of any law firm, litigation funder, regulatory body, financial institution, short seller, competitor, or other entity adverse to Daypart's interests; (c) using Daypart outputs as evidence in any proceeding against Daypart; or (d) using information obtained through any Daypart Product to support any claim, complaint, or action against Daypart.
Any violation of this Section 2.3 shall be deemed a material breach of these Terms and shall trigger the liquidated damages provisions set forth in Section 10.
2.4 Prohibition on AI Agent and Automated Intelligence Access
You may not access, interact with, or connect to any Daypart Product, including but not limited to the Daypart platform, application, dashboard, API, or any authenticated or gated service, through any artificial intelligence agent, large language model, autonomous agent framework, model context protocol (MCP) server or client, AI-powered browser, AI assistant, or any other system that employs machine learning, natural language processing, or artificial intelligence in any capacity (collectively, "AI Agents"), except through dedicated integration endpoints or MCP servers expressly provided and documented by Daypart for such purpose.
This prohibition applies regardless of whether the AI Agent is the primary means of access or is operating as an intermediary, plugin, extension, tool, or background process. You acknowledge that AI Agents inherently collect, process, summarize, distill, and retain information from every source they access, and that permitting AI Agent access to Daypart Products would constitute unauthorized extraction and distillation of Daypart's trade secrets and proprietary intelligence.
For clarity: (a) AI Agents may access Daypart's public-facing website and publicly available marketing content; (b) AI Agents may not access any authenticated, gated, paywalled, or login-protected Daypart Product; (c) AI Agents may access Daypart Products only through integration endpoints or MCP servers that Daypart has expressly designated for AI Agent use, subject to any additional terms governing such endpoints; and (d) you are responsible for ensuring that any AI Agent operating under your authority, on your behalf, or using your credentials complies with this restriction.
Any violation of this Section 2.4 shall be deemed a material breach of these Terms and shall trigger the liquidated damages provisions set forth in Section 10.
3. INTELLECTUAL PROPERTY OWNERSHIP
3.1 Daypart Ownership
All Daypart Products, Reports, Constellation Data, Intellectual Property, and all improvements, enhancements, and derivatives thereof are and shall remain the sole and exclusive property of Daypart. Nothing in these Terms transfers or conveys any ownership interest in any Daypart property to you.
3.2 Report Ownership and License
All Reports generated by or through any Daypart Product are the intellectual property of Daypart. You receive a limited, non-exclusive, non-transferable license to use Reports solely for your internal business purposes. You may not redistribute, resell, sublicense, publish, or create derivative works from any Report without Daypart's prior written consent.
3.3 Trade Secret Protection
You acknowledge and agree that Daypart's detection methodologies, signal compositions, scoring algorithms, prediction models, data processing pipelines, and constellation architecture constitute trade secrets of Daypart under applicable law, including the Texas Uniform Trade Secrets Act and the Defend Trade Secrets Act (18 U.S.C. § 1836). You agree to maintain the confidentiality of all such trade secrets and to take all reasonable measures to prevent their unauthorized disclosure.
3.4 User Data License
By submitting User Data to any Daypart Product, you grant Daypart a worldwide, perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, sublicensable license to use, reproduce, modify, process, aggregate, incorporate, and create derivative works from such User Data for any purpose, including but not limited to: (a) providing and improving Daypart Products; (b) training, validating, and improving Daypart's models and algorithms; (c) incorporating aggregated, de-identified derivatives into the Constellation Data; and (d) generating insights, trends, and intelligence products. This license survives termination of your account or these Terms.
For clarity, Daypart will not directly share your identifiable first-party data with third parties. However, aggregated, de-identified, and derivative data derived from User Data may be incorporated into the Constellation Data and used in the provision of Daypart Products to other users without restriction.
3.5 No Competing Use
You shall not use any Daypart Product, Report, intelligence output, or any information derived therefrom to build, develop, train, improve, or operate any product, service, model, database, or dataset that competes with or is a substitute for any Daypart Product. This prohibition applies during your use of Daypart Products and for a period of seven (7) years following the termination of your account or your last interaction with any Daypart Product, whichever is later.
4. DISCLAIMERS AND LIMITATION OF LIABILITY
4.1 Disclaimer of Warranties
ALL DAYPART PRODUCTS, REPORTS, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DAYPART SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
While Daypart strives to provide accurate and reliable intelligence, Reports and predictions are analytical outputs generated through automated and semi-automated processes using publicly available data, proprietary algorithms, and third-party data sources. Daypart does not warrant that any Report is complete, accurate, current, or error-free. Reports constitute opinion and analysis, not statements of fact, and should not be relied upon as the sole basis for any business, legal, financial, or other decision.
4.2 Assumption of Risk
You acknowledge that intelligence and investigative outputs inherently involve uncertainty and that Daypart's predictions and assessments are probabilistic in nature. You assume all risk associated with your use of or reliance on any Daypart Product or Report. You are solely responsible for independently verifying any information before acting upon it.
4.3 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DAYPART BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
(A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
(B) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OPPORTUNITIES, OR ANTICIPATED SAVINGS;
(C) BUSINESS INTERRUPTION, LOSS OF USE, OR COST OF SUBSTITUTE SERVICES;
(D) DAMAGES ARISING FROM OR RELATED TO ANY INACCURACY, ERROR, OMISSION, OR INCOMPLETENESS IN ANY REPORT OR OUTPUT;
(E) DAMAGES ARISING FROM ANY NEGLIGENCE BY DAYPART, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS; OR
(F) ANY OTHER DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE,
EVEN IF DAYPART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
4.4 Aggregate Liability Cap
DAYPART'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY DAYPART PRODUCT SHALL NOT EXCEED THE LESSER OF: (A) THE NET PROFIT ACTUALLY RECEIVED BY DAYPART FROM YOU FOR THE SPECIFIC DAYPART PRODUCT GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).
"Net profit" means the gross fees paid by you to Daypart for the applicable service, less all direct costs incurred by Daypart in providing that specific service, including but not limited to data acquisition costs, compute costs, third-party API fees, and labor costs.
4.5 Protected Opinion
You acknowledge and agree that all Reports, predictions, prophecies, scores, ratings, assessments, and intelligence outputs generated by Daypart constitute protected opinion and analysis under the First Amendment to the United States Constitution and applicable state law. You agree that such outputs are matters of public concern and are entitled to the protections afforded to opinion and commentary.
4.6 No Investment Advice; Not a Broker-Dealer
DAYPART IS NOT A REGISTERED BROKER-DEALER, INVESTMENT ADVISER, FINANCIAL PLANNER, FINANCIAL ANALYST, OR TAX ADVISER. DAYPART IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA), OR ANY STATE SECURITIES REGULATORY AUTHORITY.
No Daypart Product, Report, prediction, prophecy, or other output constitutes, or should be construed as, investment advice, financial advice, trading advice, a recommendation or solicitation to buy, sell, or hold any security, financial instrument, or other asset, or a recommendation to engage in any investment strategy. Nothing in any Daypart Product constitutes a recommendation that any particular security, portfolio of securities, transaction, or investment strategy is suitable for any specific person.
Daypart's Reports and intelligence outputs are the product of independent research and analysis and represent the opinions of Daypart based on publicly available information and proprietary analytical methods. Such outputs are provided solely for informational and educational purposes. Any decision to buy, sell, or hold securities or to take any other financial action based in whole or in part on any Daypart output is made entirely at your own risk and is your sole responsibility.
You acknowledge that: (a) Daypart, its affiliates, officers, directors, employees, and contractors may hold, acquire, or dispose of positions in securities or other financial instruments related to entities that are the subject of Daypart Reports; (b) Daypart may have financial interests, including but not limited to short positions, that could benefit from the publication or dissemination of its research and analysis; (c) Daypart has no obligation to disclose such positions or interests except as required by applicable law; and (d) the existence of such positions or interests does not invalidate or diminish the independent analytical nature of Daypart's outputs.
You should consult with a qualified, licensed financial adviser, broker-dealer, or other professional before making any investment decision. Daypart expressly disclaims any liability for any loss or damage arising from any investment decision made in reliance on any Daypart Product or output.
5. INDEMNIFICATION
5.1 Your Indemnification of Daypart
You agree to indemnify, defend, and hold harmless Daypart and its officers, directors, employees, agents, contractors, affiliates, and successors from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expert witness fees) arising out of or related to: (a) your use of any Daypart Product; (b) your breach of these Terms; (c) any action you take or fail to take based on or in reliance upon any Report or output; (d) any third-party claim arising from your use of Daypart intelligence, including but not limited to claims of defamation, trade libel, tortious interference, or unfair competition; (e) any violation of applicable law by you; or (f) any User Data you submit to Daypart.
5.2 Procedure
Daypart will promptly notify you of any claim subject to indemnification, provided that any delay in notification shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such delay. Daypart may, at its option, participate in the defense of any claim at your expense. You may not settle any claim without Daypart's prior written consent.
6. TERMINATION
6.1 Termination by Daypart
Daypart may suspend or terminate your access to any or all Daypart Products at any time, for any reason or no reason, with or without notice. Upon termination: (a) your license to use Daypart Products immediately terminates; (b) you must cease all use of Daypart Products and destroy all copies of Reports and outputs in your possession; and (c) Daypart will cease charging you for future services, except that you remain liable for fees for any services already rendered or in progress at the time of termination.
6.2 Effect of Termination
Termination of your account does not affect: (a) any rights or obligations accrued prior to termination; (b) Daypart's right to retain Constellation Data, including aggregated and de-identified derivatives of User Data, which shall be retained indefinitely in accordance with Daypart's data immutability principles; (c) the survival of any provision of these Terms that by its nature should survive termination, including Sections 2.3 (Anti-Investigation Restriction), 3 (Intellectual Property), 4 (Disclaimers and Limitation of Liability), 5 (Indemnification), 7 (Arbitration), 8 (Anti-SLAPP Stipulations), 9 (Confidentiality), 10 (Liquidated Damages), and 12 (General Provisions); or (d) any amounts owed to Daypart for services rendered.
6.3 No Unilateral Release
You may cease using Daypart Products at any time. However, cessation of use does not release you from any obligations arising under these Terms. There is no mechanism by which you may unilaterally terminate, opt out of, or otherwise release yourself from the surviving obligations set forth in these Terms. Your obligations under the surviving sections continue regardless of whether you maintain an active account, continue to use any Daypart Product, or receive any further communications from Daypart.
6.4 Perpetual Obligations
You acknowledge and agree that the following obligations are perpetual and irrevocable, surviving any termination, expiration, or cessation of the relationship between you and Daypart, without limitation as to time:
(a) All trade secret and confidentiality obligations under Section 9, which continue for so long as the information retains its trade secret status under applicable law;
(b) All intellectual property ownership provisions under Section 3, including the license grant in Section 3.4;
(c) The anti-investigation restriction under Section 2.3;
(d) The prohibition on AI agent access under Section 2.4;
(e) The anti-SLAPP stipulations and fee-shifting obligations under Section 8;
(f) The mandatory arbitration and class action waiver under Section 7;
(g) The disclaimers and limitations of liability under Section 4, as to any claims arising from events occurring during the term of your use;
(h) The indemnification obligations under Section 5, as to any claims arising from events occurring during the term of your use; and
(i) The liquidated damages provisions under Section 10, which apply to any breach whenever discovered, without limitation as to time.
The non-compete obligation under Section 3.5 shall survive for the period specified therein. All other surviving obligations are perpetual unless expressly stated otherwise.
7. MANDATORY ARBITRATION AND CLASS ACTION WAIVER
7.1 Agreement to Arbitrate
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and Daypart agree that any dispute, claim, or controversy arising out of or relating to these Terms, any Daypart Product, or the relationship between you and Daypart (collectively, "Disputes") shall be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and not by a court or jury.
7.2 Class Action Waiver
YOU AND DAYPART AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, MULTI-PARTY, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.
7.3 Arbitration Procedures
The arbitration shall be conducted by a single arbitrator in Austin, Travis County, Texas. The arbitrator shall apply Texas law (without regard to conflict of laws principles) and shall be bound by these Terms. The arbitrator shall have no authority to award damages in excess of the limitations set forth in Section 4. The arbitration proceedings and all related documents shall be confidential.
7.4 Exception for Injunctive Relief
Notwithstanding the foregoing, Daypart may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened violation of Daypart's Intellectual Property rights, trade secrets, or confidentiality obligations, without the requirement of posting a bond or other security. You agree that monetary damages would be inadequate for such violations and that injunctive relief is an appropriate remedy.
7.5 Jury Trial Waiver
TO THE EXTENT ANY DISPUTE IS DETERMINED TO BE NON-ARBITRABLE, YOU AND DAYPART EACH WAIVE THE RIGHT TO A JURY TRIAL.
8. ANTI-SLAPP STIPULATIONS AND FEE SHIFTING
8.1 Stipulated Facts
You acknowledge, agree, and stipulate that:
(a) Daypart's Reports, predictions, prophecies, and intelligence outputs constitute the exercise of Daypart's right of free speech, right to petition, and right of association under the First Amendment to the United States Constitution and under Chapter 27 of the Texas Civil Practice and Remedies Code (the Texas Citizens Participation Act, or "TCPA");
(b) Such outputs relate to matters of public concern, including but not limited to consumer protection, brand authenticity, marketplace integrity, advertising fraud, securities fraud, regulatory compliance, and supply chain integrity;
(c) Daypart's methodology, including its collection, analysis, and publication of intelligence outputs, constitutes protected activity under the TCPA and applicable federal law; and
(d) Any legal action challenging the substance, conclusions, or methodology of any Daypart Report or output is subject to the TCPA and may be dismissed pursuant to a motion to dismiss under § 27.003 of the Texas Civil Practice and Remedies Code.
8.2 Mandatory Fee Shifting
In the event that you bring any legal action, claim, or proceeding against Daypart that is dismissed, resolved in Daypart's favor, or subject to a successful anti-SLAPP motion, you agree to pay all of Daypart's reasonable attorneys' fees, court costs, expert witness fees, investigative costs, and all other expenses incurred in defending against such action. This obligation is in addition to any fee-shifting or sanctions available under the TCPA, applicable anti-SLAPP statutes, Federal Rule of Civil Procedure 11, or any other law.
9. CONFIDENTIALITY
9.1 Confidential Information
You agree that all of the following constitute confidential information of Daypart ("Confidential Information"): (a) detection methodologies and signal compositions; (b) scoring algorithms, prediction models, and model architectures; (c) constellation architecture, data structures, and data processing pipelines; (d) the content and methodology underlying any Report; (e) pricing, business terms, and customer information; (f) any information designated as confidential; and (g) any other information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
9.2 Obligations
You shall: (a) maintain the confidentiality of all Confidential Information using at least the same degree of care you use to protect your own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without Daypart's prior written consent; and (c) not use Confidential Information for any purpose other than exercising your rights under these Terms.
9.3 Required Disclosure
If you are compelled to disclose Confidential Information by law, regulation, or legal process, you shall provide Daypart with prompt written notice (to the extent legally permitted) and cooperate with Daypart in seeking a protective order or other appropriate remedy.
10. LIQUIDATED DAMAGES FOR MATERIAL BREACH
10.1 Acknowledged Difficulty of Calculating Damages
You acknowledge and agree that Daypart's Intellectual Property, trade secrets, and proprietary methodologies represent years of development, substantial investment, and unique competitive advantage, and that any breach of Sections 2.2 (Restrictions on Use), 2.3 (Anti-Investigation Restriction), 2.4 (Prohibition on AI Agent Access), 3.3 (Trade Secret Protection), 3.5 (No Competing Use), or 9 (Confidentiality) would cause substantial harm to Daypart that would be difficult or impossible to calculate with precision.
10.2 Liquidated Damages Amount
In the event of any breach of Sections 2.2, 2.3, 2.4, 3.3, 3.5, or 9, you agree to pay Daypart liquidated damages in the amount of TEN MILLION DOLLARS ($10,000,000) as a reasonable estimate of Daypart's minimum damages, PLUS all actual, consequential, and incidental damages suffered by Daypart in excess of such amount, including but not limited to lost revenue, lost business opportunities, diminution in the value of Daypart's Intellectual Property, and costs of remediation.
The parties agree that this liquidated damages provision represents a genuine pre-estimate of Daypart's likely damages and is not a penalty. You waive any right to contest the reasonableness of this provision.
10.3 Cumulative Remedies
The liquidated damages set forth in this Section 10 are in addition to, and not in lieu of, any other remedies available to Daypart at law or in equity, including injunctive relief, specific performance, and recovery of attorneys' fees and costs.
11. GOVERNMENT COOPERATION AND LAW ENFORCEMENT
Daypart reserves the right, at its sole discretion, to cooperate with law enforcement agencies, regulatory bodies, government agencies, and courts of competent jurisdiction, and to disclose any information (including User Data) that Daypart believes in good faith is necessary or appropriate to: (a) comply with applicable law, regulation, legal process, or governmental request; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; (d) protect the rights, property, or personal safety of Daypart, its users, or the public; or (e) support any investigation, enforcement action, or legal proceeding.
12. GENERAL PROVISIONS
12.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions.
12.2 Venue and Jurisdiction
To the extent any Dispute is not subject to arbitration under Section 7, you irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas. You waive any objection to such jurisdiction or venue, including any objection based on inconvenient forum.
12.3 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
12.4 Waiver
No failure or delay by Daypart in exercising any right, power, or remedy shall operate as a waiver thereof. No single or partial exercise of any right shall preclude any other or further exercise thereof.
12.5 Entire Agreement; Supplementary Terms; Priority
These Terms, together with any applicable order form, statement of work, or service agreement executed between you and Daypart, constitute the entire agreement between you and Daypart with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, communications, and proposals relating to the same subject matter.
Supplementary Application. By accepting these Terms, you agree that these Terms apply as supplementary terms to any existing or prior agreement between you and Daypart (each, a "Prior Agreement"). For any matter addressed in these Terms that is not addressed in a Prior Agreement, including but not limited to restrictions on reverse engineering and distillation (Section 2.2), anti-investigation restrictions (Section 2.3), prohibition on AI agent access (Section 2.4), trade secret protections (Section 3.3), anti-SLAPP stipulations (Section 8), confidentiality obligations (Section 9), and liquidated damages (Section 10), these Terms shall govern and shall be deemed incorporated into the Prior Agreement by reference.
Conflict Resolution. In the event of a direct conflict between a specific provision of these Terms and a specific provision of a Prior Agreement, the provision that is more protective of Daypart's intellectual property, trade secrets, and proprietary rights shall control. For the avoidance of doubt, nothing in a Prior Agreement shall be construed as granting rights or permissions that these Terms expressly restrict or prohibit.
You acknowledge that your acceptance of these Terms constitutes independent consideration for the supplementary obligations set forth herein, with such consideration including but not limited to your continued access to Daypart Products and the ongoing benefits of the Daypart platform.
12.6 Assignment
You may not assign or transfer these Terms or any rights hereunder without Daypart's prior written consent. Daypart may freely assign these Terms. Any attempted assignment in violation of this section shall be void.
12.7 Notices
Daypart may provide notice to you through: (a) the email address associated with your account; (b) posting within any Daypart Product; or (c) any other reasonable means. Notices to Daypart must be sent to [email protected].
12.8 Force Majeure
Daypart shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, power failures, internet failures, or third-party service disruptions.
12.9 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
12.10 Survival
All provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 2.3, 3, 4, 5, 7, 8, 9, 10, and 12. Without limiting the foregoing, the perpetual obligations set forth in Section 6.4 survive in perpetuity. No termination, expiration, cessation of use, account deletion, passage of time, or other event shall release either party from obligations that are expressly stated to survive or that by their nature are intended to survive.
12.11 Headings
Section headings are for convenience only and shall not affect the interpretation of these Terms.
BY ACCESSING OR USING ANY DAYPART PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.