Welcome to Daily AI. Please read the following terms and conditions of service carefully as they contain the legal terms and conditions of your access to and use of the Services (defined below) provided by Daily AI, LLC, and its subsidiaries, including Daily AI Mortgage LLC (collectively, “Daily AI,” “Company”, “we,” “our,”, or “us”), including access or use of the Services through the Daily AI website (the “Site”), or mobile application (the “App”), and any other services Company may offer (collectively, the “Services”). The terms “Customer”, “you” or “your” means the individual or business entity who registers for the Services and accepts these Terms.
The terms of service, together with the online registration information and ordering process agreed to by Customer on the Site or App, (the “Terms”), are legally binding and constitute the terms and conditions under which Daily AI is willing to provide you with the Services. “Order” means electronic information submitted by Customer in the registration and ordering process in which Customer submits information about the number and type of Users and other information necessary for Customer’s use of the Services. By completing the registration process, creating an Account (defined below), and or using the Services, Customer is accepting these Terms (on behalf of yourself or the entity which you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of these Terms, do not access and/or use the Services.
The Terms will take precedence over any conflicting or inconsistent terms and conditions, and information included in other materials (e.g. promotional materials and mailers) on the Site or App. In the event of an inconsistency between these Terms and any terms in an Order, the terms of the Order will control only to the extent of such conflict.
PLEASE NOTE, DAILY AI MAY MODIFY THESE TERMS AT ANY TIME AT ITS SOLE DISCRETION. Modifications become effective immediately upon your first access to or use of the Services after the “Last Updated” date at the top of these Terms. Your continued access to or use of the Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. PLEASE REGULARLY CHECK THE SITE AND/OR APP TO VIEW THE THEN-CURRENT TERMS. If you do not agree with the modifications, do not access or use the Services.
Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.
1.1 “Customer Data” means all information, data, files, links, and other materials submitted or uploaded to the Services by Customer or Users, or otherwise provided to Daily AI under the Terms. Customer Data excludes Usage Data.
1.2 “Documentation” means the User documentation provided or made available by Daily AI to Customer describing the use and operation of the Service.
1.3 “Usage Data” means any and all data collected or generated by Daily AI in connection with Customer’s use the Services. Usage Data does not include public keys, usernames, or passwords, which are part of Customer Data.
1.4 “User” means any Customer employee or contractor, or other individual or entity, that accesses or is authorized by Customer to access the Services. A user is “authorized” when added to the Services even if the user is not activated for, or active in, any features of the Services. Any access or use of the Services by any User is considered use or access by Customer.
2.1 Services. Subject to these Terms, Daily AI will provide Customer access to the Services that are specifically described in an applicable Order. Each Order will (a) reference these Terms, (b) be incorporated by reference into these Terms, and (c) be subject to the terms and conditions of these Terms.
2.2 Access; Limited License. Subject to the terms and conditions of these Terms, Daily AI grants Customer, during the Term, a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to (a) access and use the Services to the extent identified in an Order, and (b) to use and reproduce the Documentation solely in connection with Customer’s use of the Services. To access or use certain features and functionalities of the Services, Customer must register for an account (“Account”). In creating an Account, you agree to (i) provide true, accurate, current and complete information (“Account Data”); and (ii) maintain and promptly update the Account Data to keep it true, accurate, current and complete.
2.3 Services Features and Customer Data.
2.3.1. Transaction Data. As a feature of the Services, Users may upload data relating to their loan and/or real estate transactions (“Transaction Data”), which may include information about third parties. Customer represents and warrants that it will not upload to the Services any social security numbers, credit scores, or credit card information of third parties. Transaction Data will be considered Customer Data in accordance with the Terms.
2.3.2 Marketing Campaigns. As part of the Services, Daily AI will provide marketing campaign templates (such as drip campaigns) (“Campaign Templates”) to Customers. All Campaign Templates are provided “as-is”, Daily AI makes no representations or warranties regarding Campaign Templates. Daily AI grants Customer a revocable, non-exclusive, non-sublicensable, royalty-free license to use the Campaign Templates for the Customer’s business purposes. Daily AI retains all right and title to such Campaign Templates. Customer may modify and upload content into Campaign Templates to create customizable campaigns (“Customer Campaigns”). Customer agrees to and grants Daily AI the right to use and analyze any content uploaded by Customer to Campaign Templates. Customer agrees and acknowledges that Daily AI may track, analyze, and use data, including but not limited to, metrics relating to the performance of any Customer Campaign.
2.3.3 Messaging Credits. Customer will be allocated a certain number of credits for SMS, voice dialer, ringless voicemail and media messages, set forth in the applicable Order, each month to market Customer’s products and services to third parties (“Messaging Credits”). The number of Messaging Credits will reset on the first day of each month. If a Customer does not exhaust their Messaging Credits for a given month the Messaging Credits will not carry over to the next month. However, if a Customer exhausts their allocated Messaging Credits for a given month, Customer will automatically be allocated additional credits (“Refresh Credits”) and will be automatically charged a Message Credit Fee (defined below) as set forth in an applicable Order. If Customer does not exhaust all Refresh Credits within the month they are allocated, Refresh Credits will roll over to the subsequent month. At the start of each new month, Messaging Credits will be used prior to any Refresh Credits that may have been rolled over from the previous month. Refresh Credits will continue to roll over to subsequent months until all Refresh Credits are exhausted, or the Agreement expires or is terminated.
2.4 Open Source Software. Certain aspects of the Services may include software that is subject to “open source” or “free software” licenses (“Open Source Software”) and may be owned by third parties. The Open Source Software is not subject to the terms and conditions of these Terms, and instead, is licensed to Customer under the terms of the applicable Open Source Software license. Nothing in these Terms limits Customer’s rights under, or grants Customer rights that supersede, the licenses applicable to the Open Source Software. If required by any license for particular Open Source Software, Daily AI will make such Open Source Software, and Daily AI’s modifications to that Open Source Software, if any, available by written request at the notice address specified herein.
2.5 Usage Data. Customer acknowledges and agrees that the provision of the Service involves, and Customer authorizes Daily AI’s: (a) collection of Usage Data in connection with providing the Services, (b) use of Usage Data in connection with providing, analyzing, and improving Daily AI products and services, and (c) generation and use of de-identified, aggregated, or anonymized data that does not include any identifying information of, or reasonably permit the identification of, Customer or any individual (including any User).
2.6 Professional Services. Any professional or advisory Services, such as implementation and onboarding services (“Professional Services”) ordered by Customer pursuant to an Order will be provided: (a) for the Fees and on the terms described in the applicable Order; and (b) in a professional manner and in accordance with industry standard practices. Customer shall make available in a timely manner at no charge to Daily AI all technical data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources of Customer reasonably required by Daily AI for the performance of the Professional Services as specified in an Order.
3. CUSTOMER RESPONSIBILITIES.
3.1 Limitations. Customer agrees that Customer shall not: (a) permit any party to access and/or use the Services (including Documentation), other than the Users authorized under these Terms; (b) except as expressly permitted in an Order, license, rent, lease, loan, or sell or otherwise commercially exploit the Services to any third party; (c) use the Services in excess of the usage limitations described in the applicable Order, or use any feature or functionality of the Services that is not specified in the applicable Order; (d) interfere with, disrupt, create an undue burden on, alter, translate, or modify the Services, any part thereof, or the networks or services connected to the Services (through scripts or otherwise); (e) perform penetration tests or any other security tests on the Services, create derivative works of the Services, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Services that would reveal any source code, trade secrets, know-how or other proprietary information; (f) access the Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of the Services, or (iii) copy any ideas, features, functions, or graphics of the Services; (g) without Daily AI’s express written permission, introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests, or queries, or to strip or mine data from the Services; (h) perform or publish any performance or benchmark tests or analyses relating to the Services or the use thereof; (i) cover or obscure any page or part of the Services by any means; or (j) remove any copyright and other proprietary notices on the Services (or on any content displayed on the Services) and on all copies thereof. Except as expressly set forth in these Terms, no express or implied license or right of any kind is granted to Customer regarding the Services, or any part thereof. In the event (A) that Customer breaches any subsection “(a)” through “(j)” (above) or (B) of a threat to the security or technical integrity of the Services, Daily AI may, in its sole discretion, (1) suspend Customer’s access to the Services; (2) charge Customer for excess use; or (3) terminate Customer’s Account.
3.2 Telephone Consumer Protection Act. Customer agrees that during its use of Services it will comply with the Telephone Consumer Protection Act (“TCPA”), and that it is the Customer’s sole responsibility to comply with the TCPA. Customer further represents that prior to utilizing Messaging Credits to market its products and services to any third party, that the third party had the option, and opted-in, to receive such marketing messages from Customer. Customer is also solely responsible to monitor the National Do Not Call Registry and represents and warrants that if any third party is on such list, Customer will not use the Services (including available messaging functionality) to contact such third party in violation of the TCPA or National Do Not Call Registry.
3.3 Fair Credit Reporting Act. Daily AI does not collect, maintain, or verify the accuracy of credit scores of any individual, nor will Daily AI disclose the credit score of any individual to any Customer or User. However, Daily AI may receive from Users via Transaction Data or otherwise, whether a third party qualified for certain Customer products and services (such as a loan) based on their credit score (“Credit Information”). Customer represents and warrants that if it uploads or submits Credit Information to the Services it has given the third party the option, and the third party has opted-in, to the disclosure of its Credit Information.
3.4 California Consumer Privacy Act. Customer agrees that during its use of the Services it will comply with the California Consumer Privacy Act (“CCPA”), as applicable, including, but not limited to, sending all notices required by the CCPA, and having policies and procedures in place for California residents to access their personal information and if applicable opt-out of the sale of their personal information.
3.5 Real Estate Settlement Procedures Act. Customer agrees that during the Term it will comply with the federal Real Estate Settlement Procedures Act, and its regulations where applicable.
3.6 Usernames and Passwords. Customer is solely responsible for maintaining the confidentiality of all Customer usernames and passwords. Customer agrees (a) it will not (and will prohibit any User to) share usernames or passwords; (b) not to allow a third party to use its Account, usernames, or passwords at any time, except as expressly permitted under the Terms; and (c) to notify Daily AI promptly of any actual or reasonably suspected unauthorized use of its Account, usernames, or passwords, or any other breach or suspected breach of the Terms of which it becomes aware. Daily AI reserves the right to terminate any username that Daily AI reasonably determines may have been used by an unauthorized third party or an individual or entity other the User to whom such username and password was originally assigned.
3.7 Users; Sub-Accounts. Customer is responsible for all acts or omissions of its Users, and for all activities that occur under its Account, including all sub-accounts created by or for Customer. Customer an unlimited number of sub-accounts, but for purposes of determining Fees, the Committed Quantity, the total number of Users across any one Customer business entity, including all affiliates of such Customer business entity, shall be summed across all such sub-accounts.
3.8 Availability. Customer is responsible for obtaining all services and technologies necessary to access to the Services and Customer understands that such access may involve third party fees and costs (such as Internet service provider charges). Customer is responsible for all such fees and costs.
4.1 Fees; Payment. Customer shall pay Daily AI all fees set forth in the applicable Order and as described in this Section 4 (the “Fees”). Unless otherwise stated in the applicable Order, Daily AI will charge, and You hereby authorize Daily AI to charge you all applicable Fees, including any past due Fees, plus late charges, if any, due to Daily AI under these Terms, using your selected method of payment as of the date the invoice is generated. All information regarding your payment method must be accurate, current, and complete. All Fees will be invoiced on a monthly basis, shall be paid in U.S. Dollars, and are non-refundable.
4.2 Add-ons. Daily AI may offer additional features or functionality relating to the Services that are not included in the subscription purchased by Customer pursuant to an Order (“Add-Ons”) for additional fees as further described on the Site or App. Customer acknowledges that Daily AI may, upon prior notice to Customer, charge Customer the full list prices for Customer’s use (after such notice) of any such Add-Ons beyond those included in the applicable Order.
4.3 Committed Period. If the Order shows that Customer will pay for a committed period, such as a set number of months or years, all Fees will be invoiced in advance at the billing frequency specified in the Order based on the number of Users specified in the Order (the “Committed Quantity” of Users). If the number of Users for Customer exceeds the Committed Quantity in any month, Daily AI may invoice, and Customer will pay, the difference between the Committed Quantity and the actual number of Users who utilized the Services, based on the price per User set forth in the applicable Order, for such month (the “Monthly True-Up” of Fees).
4.4 Automatic Renewal; Message Credit Fee. Customer acknowledges and agrees that it will be automatically charged for continued use of the Services for each Renewal Order Term (defined below). Customers also agrees to be automatically charged a fee, as set forth in the applicable Order, if Customer exceeds its use of allocated Messaging Credits for any given month (“Message Credit Fee”). Daily AI will provide Customer notice prior to any auto-charge.
4.5 Adjustments; Interest; and Taxes. If any amounts are disputed in good faith, the remaining amounts will be paid when due and payment of such undisputed amounts may not be withheld for any reason. Any undisputed amount that is not paid when due will accrue a late fee of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. Customer agrees to and acknowledges that Daily AI may send Customer payment reminders via email or phone. In addition, Customer will reimburse Daily AI for all costs (including reasonable attorney and collection agency fees) associated with collecting delinquent or dishonored payments. All Fees exclude, and Customer shall be responsible for, all sales, use, excise, and other taxes applicable to the transactions contemplated by these Terms, except for taxes based on Daily AI’s net income. If Customer is legally obligated to make any deduction or withholding from any Fees payment under these Terms, it shall also pay whatever additional amount is necessary to ensure that Daily AI receives the full amount otherwise receivable had there been no deduction or withholding obligation.
4.6 Price Changes. Prices for using the Services are subject to change upon thirty (30) days’ notice from Daily AI. Such notice may be provided at any time by posting the changes to the Site or App.
5. TERM AND TERMINATION.
5.1 Term. Unless otherwise expressly set forth in the Order, the term shall commence on the date you accept the Terms and will continue until the earlier of (a) the date the Terms are terminated as set forth herein, and (b) all Orders entered into under the Terms expire or are terminated as set forth therein the (“Term”).
5.2 Order Renewal. Following the initial term under any Order (the “Initial Order Term”), such Order will automatically renew for additional periods equal to the duration of the Initial Order Term (each, a “Renewal Order Term” and together with the Initial Order Term, each and “Order Term”), unless a Customer provides written notice to Daily AI of its intent to not renew such Order at least thirty (30) days’ prior to the end of the then-current Order Term. The Committed Quantity and Fees for each Renewal Order Term will be equal to the then-current Order Term unless Customer and Daily AI agree to create a new Order setting forth a new Committed Quantity and Fees.
5.3 Termination. Except as otherwise provided for herein, either party may terminate these Terms prior to the expiration of an Order Term (a) for any reason upon thirty (30) days written notice to the other party, or (b) upon the material breach of the other party, if such breach remains uncured for fourteen (14) days following the breaching party’s receipt of written notice of the breach.
5.4 Suspension for Non-Payment. In Customer fails to make payments of any applicable Fees due under these Terms and does not cure the same within fourteen (14) days of the invoice, Daily AI may, upon written notice to Customer suspend Customer’s access to all or part of the Services.
5.5 Effect of Termination. Upon any termination or expiration of these Terms: (a) Customer shall promptly pay Daily AI all amounts owed under these Terms without regard to whether any invoices had or had not been issued; (b) all outstanding Orders shall be immediately terminated; (c) Customer’s access to the Services will be terminated; and (d) Customer Data will be deleted by Daily AI. Customer will not have any rights in or to the Services after any termination or expiration of these Terms.
5.6 Survival. Sections 1 (Definitions), 2.5 (Usage Data), 4 (Fees; Payments), 4.1 (Limitations), 5.5 (Effect of Termination), 5.6 (Survival), and 6 through 11 shall survive any termination or expiration of the Terms.
6.1 Ownership of Services. As between Daily AI and Customer, Daily AI owns all right, title and interest in and to the Services, the Site, the App, and Documentation, and Campaign Templates, including any and all intellectual property and other proprietary rights therein. Customer acknowledges and agrees that (a) it does not acquire any rights, express or implied in or to the Services, except as specifically set forth in these Terms; and (b) any configuration or deployment of the Services shall not affect or diminish Daily AI’s rights, title, and interest in and to the Services. All brand, product, and service names and marks used in the Services which identify Daily AI are proprietary names and marks of Daily AI. All brand, product, and service names and marks used in the Services which identify third parties or their products or services are proprietary names and marks of such third parties. Nothing in the Services shall be deemed to confer on any person any license or right with respect to any such name or mark. Unless otherwise stated in these Terms, Daily AI is the owner of all copyright and database rights in the Services and its contents. Customer may not publish, distribute, extract, reuse, or reproduce any such content in any material form other than in accordance with these Terms. Customer shall not remove, alter, or obscure any proprietary notices (including copyright notices) of Daily AI or its suppliers on the Services, the Site, the App, or Documentation.
6.2 Ownership of Customer Data and License. As between Daily AI and Customer, Customer Data shall at all times remain the property of Customer. Except for the rights granted in this Section 6.2, Daily AI is not acquiring any right, title or interest in or to your Customer Data. You can remove Customer Data from the Services at any time by deleting such Customer Data or deleting your Account. You hereby grant to Daily AI a nonexclusive, royalty-free and fully paid, worldwide license to use, edit, modify, aggregate, reproduce, distribute, display, and perform the Customer Data, and to grant sublicenses of the foregoing rights, in connection with the operation of the Services, the promotion, advertising or marketing of the Services, and the operation of Daily AI’s business. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your Customer Data. Customer represents and warrants that it has all rights necessary for Customer’s and Daily AI’s use of the Customer Data as contemplated by this Agreement.
7. PRIVAVY AND CONFIDENTIAL INFORMATION.
7.2 Definition. “Confidential Information” means all information of the disclosing party disclosed to the receiving party that is marked or identified as confidential or disclosed in circumstances that would lead a reasonable person to believe such information is confidential. The Services shall be considered Daily AI’s Confidential Information, notwithstanding any failure to mark or identify it as such. Customer Data shall be considered Customer’s Confidential Information, notwithstanding any failure to mark or identify it as such. The relationship of the parties created by these Terms is not Confidential Information.
7.3 Protection. The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) shall not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by these Terms, and shall disclose the Confidential Information of the Disclosing Party only to the employees, independent contractors, or agents of the Receiving Party who have a need to know such Confidential Information for purposes of these Terms and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature, but in no caseless than reasonable care.
7.4 Exceptions. Confidential Information does not include information that: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public (including any information made available on the Site that is not protected by confidentiality obligations); or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under these Terms in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that (if permitted by law) the Receiving Party promptly notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. Notwithstanding the foregoing, Daily AI may use Customer’s name and logo in Daily AI’s marketing materials that include a customer list.
7.5 Feedback. “Feedback” means any and all Customer or User suggestions regarding new features, functionality, or performance for the Services, including suggestions submitted through the Site or App. Daily AI owns all Feedback, and Customer hereby assigns all rights and interest in such Feedback to Daily AI. Daily AI may use all Feedback for any lawful purpose, including, without limitation the development or improvement of features or functionality for the Service.
Customer shall defend, at its own expense, any claim, suit, or action against Daily AI brought by a third party to the extent that such claim, suit, or action arising from or related to (a) any Customer Data, (b) any User acts or omissions, or (c) any failure by Customer to meet its obligations under Section 3 (Customer Responsibilities) (each, a “Daily AI Claim”), and Customer shall indemnify and hold Daily AI harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) awarded in such Daily AI Claim or those costs and damages agreed to in a monetary settlement of such Daily AI Claim. The foregoing obligations is conditioned on Daily AI promptly notifying Customer in writing of such Daily AI Claim. Notwithstanding the foregoing, Customer shall have no obligation under this Section 8 or otherwise with respect to any claim to the extent based upon the gross negligence or intentional misconduct of Daily AI.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND DAILY AI AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, IN EACH CASE ARISING FROM OR RELATED TO THESE TERMS AND THE SERVICES.
10. LIMITATIONS ON LIABILITY.
IN NO EVENT SHALL DAILY AI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, INCLUDING NEGLIGENCE), OR FOR ANY LOST PROFITS, INTERRUPTED COMMUNICATIONS, OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EVEN IF DAILY AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAILY AI’S AGGREGATE LIABILITY TO CUSTOMER UNDER THESE TERMS SHALL BE LIMITED TO THE GREATER OF THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO DAILY AI DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS FIRST GIVING RISE TO ANY SUCH LIABILITY, OR $50.00. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
11. GENERAL PROVISIONS.
11.1 Governing Law. The Terms are governed by and construed in accordance with the laws of the State of Colorado without giving effect to any rule or law that would apply the law of another jurisdiction. Both parties submit to the exclusive personal jurisdiction in Colorado and further agree that any cause of action arising under these Terms shall be brought in a court in Denver County, Colorado.
11.2 Compliance with Laws. Each party shall comply with all laws, rules and regulations applicable to such party while performing under these Terms.
11.3 Severability; Waiver. If any provision of the Terms is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. The waiver by either party of a breach of any provision of these Terms shall not constitute an ongoing or future waiver of such breach or provision.
11.4 Force Majeure. Company will 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, acts of civil or military authorities, fire, floods, pandemic, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
11.5 Headings. Headings used in the Terms are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
11.6 Assignment. These Terms may not be assigned or transferred to any third party without Daily AI’s written consent, and any attempted assignment or transfer in violation of the foregoing will be null and void. Daily AI may assign or transfer the Terms pursuant to a transfer of all or substantially all of its assets without Customer’s consent. The Terms will inure to any permitted successors or assigns.
11.7 Independent Contractors. Customer and Daily AI are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. Neither party shall have the power to obligate or bind the other party.
11.8 Customer Communication.Customer understands and agrees that the Services require periodic email, SMS, and ringless voicemail communication including password resets, notifications, and other critical communications. Further, Customer understands and agrees that without such communications Customer will not be able to receive customer support, maintenance notifications, upgrade announcements, and other critical information to operate the Services. As a result, by purchasing access to the Services, Customer is consenting to Daily AI’s email, SMS, and ringless voicemail communications with (and notices sent to) administrative contacts supplied by Customer, and Customer represents and warrants that it has the authority to give such consent for all phone numbers of its Users, employees, and agents.
11.9 Notice. Any notices to Daily AI required or permitted hereunder shall be sent to Daily AI at the address below, or at such other address as Daily AI shall specify in writing. Any notices to Customer required or permitted hereunder shall be sent to the email address provided by Customer in the Order, or at such other address as Customer shall specify in writing. If to Customer, such notice shall be deemed given two business days after being sent to email address provided in the Order. If to Daily AI, such notice shall be deemed given two business days after being sent to the email address provided below; upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing.
Daily AI Mortgage, LLC
2060 Broadway #280, Boulder CO 80302
11.10 Entire Agreement.1 These Terms, including all applicable Orders, constitute the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter hereof.