Poolday.ai

Terms of Service

Last Updated: September 25, 2025

PLEASE READ THIS TERMS OF SERVICE CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE, INCLUDING VIDEOS AND OTHER SERVICES WE MAKE AVAILABLE THROUGH THE SERVICE.

THESE TERMS REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE SERVICE AND ENTERING INTO THESE TERMS, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).

Introduction

Welcome! The Terms of Service (the "Terms") governs the website www.poolday.ai (including both mobile and online versions) (the "Site"), including your use of interactive features, content and/or other online services that we own and control and that post a link to these Terms (collectively with the Site, the "Service"), which are made available by Poolday AI Inc. ("Poolday", "we", "our" or "us"). By using the Service, you acknowledge and accept the Service's Privacy Policy and consent to the collection and use of your data in accordance with our Privacy Policy. Poolday provides the Service to help users create their own videos utilizing actors created by AI.

If You Want to Use the Service

Then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Do not use the Service if you do not agree.

The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes – we would not make the Service available to you.

By accessing and/or using the Service, you agree to be bound by these Terms. In some instances, both these Terms and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively "Additional Terms"). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services, including third party generative AI functionality, made available through the Service from time to time may be governed by different terms of use.

1. Account Types and Account Details

A. Account Access

No one under eighteen (18) years of age is allowed to create an account or use the Service. In order to access or use some (or potentially all) of the features on the Service, you may be required to first register for a user account through our registration process that we make available through the Service (and purchase a subscription or credits as described in Section 4).

The Service's practices governing any resulting collection and use of your information that (i) identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, data subject, or household; or (ii) is defined as "personal information," "personal data," "personally identifiable information," or similar term under Data Protection Laws (defined hereafter) ("Personal Data") are disclosed in our Privacy Policy, and further described in Section 9.

If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password) and you agree that:

  1. You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion;
  2. You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete;
  3. You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity;
  4. You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Service using your name, username, or password;
  5. You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and
  6. You will not sell, transfer, or assign your account or any account rights.

We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability. You are responsible for all activity on your account. If you violate our policies we may terminate your account. Don't do anything illegal, abusive towards others, or that abuses our Service in a technical way.

2. Content, Ownership, Limited License and Rights of Others

A. Content

The Service contains a variety of: (i) materials and other items relating to Poolday, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the "look and feel" of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Poolday (collectively, "Trademarks"); and (iii) other forms of intellectual property (collectively, "Content"). We own or have licenses to all Content. If you would like to only use specific Content owned or licensed by Poolday ("Poolday Content"), contact us at public@poolday.ai.

B. Ownership

The Service (including past, present, and future versions) and the Content are owned or controlled by Poolday, our licensors and/or certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of Poolday or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Poolday owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service. Ownership of any videos created through the Service may subject to the terms and conditions of such third-party Content providers ("Videos"). You acknowledge and agree that any Videos created by you may but subject to the intellectual property rights of others. You grant to us a non-exclusive, irrevocable, assignable and transferable license to all of your rights to the Videos, to use, display, view and/or play the Videos for any commercial purpose. If you have questions about any third-party Content or service providers, please contact us at public@poolday.ai.

C. Limited License to Content

Subject to your strict compliance with these Terms (including payment of any requested subscription or credit fee pursuant to Section 4 below) and any Additional Terms, Poolday grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download, display, view, use, and/or play the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a "Device") for you own use only solely to use the Services and create Videos. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Poolday's sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.

D. Rights of Others

When using the Service, you must respect the intellectual property and other rights of Poolday and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Service, then please see Section 6 below.

E. Enterprise License

If you have purchased or are interested in purchasing an enterprise license, please contact us at public@poolday.ai.

3. Service and Content Use Restrictions

A. Service Use Restrictions

You agree that you will not:

  1. use the Service for any political purpose;
  2. use any meta tags or any other "hidden text" utilizing any Trademarks;
  3. engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Poolday;
  4. reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service;
  5. use the Service, Content or Videos to train, manipulate, service or otherwise engage with machine learning or any other artificial intelligence algorithm;
  6. engage in any activity that interferes with a user's access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Poolday, or other users of the Service;
  7. interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User-Generated Content (defined below);
  8. harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users);
  9. attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means;
  10. do any of the following:
    1. use false or deceptive identities, names or accounts;
    2. deploy or otherwise use bots, malware, viruses or scrapers;
    3. make it appear as though any aspect of your account, User-Generated Content, or Videos, including, without limitation, your plays, likes, messages, reposts, etc., are more successful than they actually were through unauthentic interactions by you or third parties you engage, manage or transact with (e.g., click-fraud, manipulating social media followings, etc.);
    4. engage in any activities that are designed to defraud or game Poolday or third parties; or
    5. deploy, or permit any third party to deploy, any technology on, or in connection with, Poolday or Poolday branded sites, systems or services that can enable the tracking of site or service activities or users, except with Poolday prior express written approval; or
  11. otherwise violate these Terms or any Additional Terms.

B. Content and Video Use Restrictions

You also agree that, in using the Service:

  1. you will not monitor, gather, copy, or distribute the Content or Videos (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, "bot", spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind;
  2. you will not frame or utilize framing techniques to enclose any such Content or Videos (including any images, text, or page layout);
  3. you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content or Videos;
  4. you will not use such Content or Videos in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands;
  5. except provided in these Terms or otherwise specified in any other written agreement between you and Poolday, you will not make any modifications to such Content, nor use the Service, Content or Video in a manner not intended by these Terms;
  6. you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content or Videos in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Poolday or, in the case of Content from a licensor, the owner of the Content; and
  7. you will not insert any code or product to manipulate such Content or Videos in any way that adversely affects any user experience.

C. Availability of Service and Content

Poolday may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Poolday's sole discretion, and without advance notice or liability. In the event of a suspension or termination, you will no longer have access to the Service or Content except for any Videos downloaded by you prior to any such suspension or termination.

D. Reservation of All Rights Not Granted as to Content and Service

These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Poolday and its licensors and other third parties. Any unauthorized use of any Content, Videos or the Service for any purpose is prohibited.

4. Terms Applicable to Purchases and/or Subscriptions

A. Generally

To purchase access and use of subscriptions or credits we make available for sale on the Service or other products and services, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence, have a credit or debit or credit card or access to an business account for ACH debits. Prior to the purchase of any products or services, you must provide us with: (A) a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card, or (B) appropriate business account information including: (i) account name, (ii) account number and (iii) any other information required by our payment processor. By submitting that information to us or our third party payment processor, you agree that you authorize us and/or our processor to charge your card or debit your account at our convenience but within thirty (30) days of such authorization. For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. Poolday will automatically bill your credit card or other form of payment submitted as part of the order process for such price.

The timing and amount of each membership subscription or credit depends on the type of membership agreement you enter into with us. You can see the details as you join, as well as in the receipt sent to you after each successful payment. You can view all your active paid membership subscriptions, credits and billing history on your account page. For monthly subscriptions, canceling your support may result in your loss of access to the Service, Content and any Videos that have not yet been downloaded by you. These include when you cancel your membership subscription or your payment method fails. Depending on your membership, you will receive a certain number of credits per month to create Videos or utilize other features on the Site. Credits must be used in the month in which you receive them. No credits will rollover to the next month. There are no refunds for credits. Any unused credits will automatically expire at 12:01am PT on the first day of the next month after issuance of such credits. However, if you upgrade your membership, including an upgrade to a membership under a Master Services Agreement with Poolday, any unused credits from your old membership will roll over to your new membership and will be available for use in your account.

B. Subscription Term & Termination

You understand that prior to your access of the Service, you and Poolday shall agree on an onboarding date. Your subscription will commence once on such onboarding date, provided that you have paid all applicable fees. Your subscription will continue in full force for the length of the term you specifically purchased or on a month-to-month term until such time as you cancel the subscription as further explained below (the "Subscription Term"). In the event that you cancel a subscription in the middle of your Subscription Term, you will not be entitled to receive a refund for the unused portion of the remainder of that Subscription Term. Poolday will have the right, upon written notice to you, to terminate these Terms, and suspend your access to your subscription, if: (a) you fail to pay Poolday any amount due to Poolday under these Terms; and/or (b) you materially breach any term or condition of these Terms. Poolday shall have the right to terminate these Terms and suspend your access to your subscription with or without cause, upon thirty (30) days written notice to you in which case you will no longer be charged for access to the subscription. Upon the expiration or termination of these Terms for any reason, your access to, and your use of, your subscription will terminate.

C. Auto-Renewal of Membership

Your subscription to the applicable subscription on the Service will automatically renew at the end of your Subscription Term continuously and indefinitely without action by the member, and the membership fee is charged to the member at the time of renewal. An enrollee whose membership fee has been paid is entitled to all privileges included in the membership until the membership is canceled by the enrolled member as set forth in the paragraph below. By providing your payment method information for your subscription, you are agreeing to pay a subscription fee, that will automatically renew, at the then current rate, unless you cancel prior to the expiration of the current Subscription Term, and any applicable taxes and service fees (collectively, the "Fees"). The Fees will be charged to your original payment method automatically at the beginning of your Subscription Term, and at the beginning of each renewal Subscription Term thereafter on the calendar day corresponding to the commencement of your current Subscription Term, unless you cancel your subscription or your account is suspended or terminated pursuant to these Terms.

The renewal Subscription Term will be the same length as your initial Subscription Term unless otherwise disclosed to you at the time of sale. The rate for the renewal Subscription Term will be the then current subscription-rate. The Fees charged to your payment method may vary from Subscription Term to Subscription Term due to changes in your subscription plan or applicable taxes, and you authorize Poolday to charge your payment method for these amounts. You agree that Poolday reserves the right to change the pricing we charge you for your subscription and any products/services offered in your subscription package at any time. In the event of a price change, Poolday will post the new pricing on the Service and attempt to notify you in advance by sending an email to the address you have registered for your account. If you do not wish to accept a price or subscription package change made by us, you may cancel your subscription as described below, otherwise if you have not responded within 10 days of receipt of such email, your access to the Services will be suspended until such time you have agreed to the pricing changes or have otherwise come to an agreement with Poolday. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our pricing and the details of our subscription packages through an electronic communication to you. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify Poolday within sixty (60) days after they first appear on an account statement.

D. Cancellation of Membership

A member will have the right to cancel your subscription at any time upon notice to Poolday by email at public@poolday.ai. Cancellation of initial membership any time after purchase will result in forfeiture of the membership fee. To avoid a late cancellation fee or forfeiture of the membership renewal fee, membership should be canceled prior to the end of the then current Subscription Term. Upon cancellation, the member loses access to the areas of the Service. This could include any credit and other data and analyses that have been displayed during your membership. To the extent that you continued to get charged after cancellation of your membership due to Poolday error or otherwise, you agree that your sole remedy will be to receive a refund from Poolday for the overcharged amounts.

E. Methods of Payment, Credit Card Terms and Taxes

All payments must be made Visa, Mastercard, American Express, Discover, Apple Pay or ACH. We currently do not accept cash, personal or business checks or any other payment form, although in the future we may change this policy. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder. You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT POOLDAY, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify Poolday of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If Poolday does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Poolday or its agents.

Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. Poolday shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.

F. Refund Policy

All purchase transactions made through the Service are subject to Poolday's return policy in effect at the time of purchase. Currently, Poolday's refund policy is to not offer any refunds for any subscriptions, credits or products purchased through the Service, except in our sole and absolute discretion.

G. Order Acceptance Policy

Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Poolday reserves the right at any time after receipt of your order to accept or decline your order for any reason. Poolday further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Poolday upon our delivery of products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (a) we will issue a credit to you in the amount charged for the canceled portion or the quantity not provided (if your payment method has already been charged for the order); or (b) we will not charge your payment method for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with Poolday has been effected until you receive a confirmation from Poolday via email or the Service. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your account was received.

H. No Responsibility to Sell Mispriced Products or Services

We do our best to describe every item, product or service offered on this Service as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, Poolday shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card or other account prior to cancellation, we will issue a credit to your account in the amount of the charge. Additional terms may apply. If a product you purchased from Poolday is not as described, your sole remedy is to return it in unused condition, complete and undamaged, in the original packaging.

I. Modifications to Prices or Billing Terms

The purchase of products and services on the Service is subject to availability. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. POOLDAY RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE ONLY UPON YOUR CONSENT. In the event that you do not accept the new pricing, you may move to a different pricing package or terminate the Service at no additional cost to you.

J. Free Trials

We may offer free-trial subscriptions. When a free-trial period ends, your paid subscription begins (unless you have canceled before the end of the free-trial period) and you must pay the full monthly or annual fee.

5. Content You Create or Submit and Usage Rules

A. User-Generated Content

(i) General

Poolday may now or in the future offer users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service (collectively, "submit") messages, text, illustrations, files, images, graphics, photos, comments, feedback, surveys, responses, videos, information, content, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein and any Videos created by you (collectively, "User-Generated Content"). Poolday may allow you to do this through the Service and other approved functionality. Subject to the license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.

(ii) Non-Confidentiality of Your User-Generated Content

Except as otherwise described in the Service's posted Privacy Policy or any Additional Terms, you agree that: (a) your User-Generated Content will be treated as non-confidential – regardless of whether you mark them "confidential," "proprietary," or the like – and will not be returned; and (b) Poolday does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon Poolday's request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that creation and submissions of User-Generated Content may not be secure, and you will consider this before creating or submitting any User-Generated Content and do so at your own risk.

(iii) License to Poolday of Your User-Generated Content

Except as otherwise described in any applicable Additional Terms, you grant to Poolday the non-exclusive, limited, conditional, worldwide, revocable, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof) only in accordance with your use of the Service. Poolday will not use your User-Generated Content to train, manipulate, service or otherwise engage with machine learning or any other artificial intelligence algorithm.

(iv) Exclusive Right to Manage Our Service

Poolday may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and Poolday may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including, without limitation, the content restrictions set forth below in the Rules (defined in Section 5(B)). Such User-Generated Content created or submitted by you or others need not be maintained on the Service by us for any period of time and you will not have the right, once created or submitted, to access, archive, maintain, or otherwise use such User-Generated Content on the Service or elsewhere.

(v) Representations and Warranties Related to Your User-Generated Content

Each time you create or submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside, and that, as to that User-Generated Content: (a) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to created and submit the User-Generated Content and grant Poolday the rights to it that you are granting by these Terms and any Additional Terms, all without any Poolday obligation to obtain consent of any third party and without creating any obligation or liability of Poolday; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to Poolday's permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms (including the Rules) or any Additional Terms, or cause injury or harm to any person.

(vi) Enforcement

Poolday has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at Poolday's cost and expense, to which you hereby consent and irrevocably appoint Poolday as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

B. Usage Rules

As a user of the Service, these usage rules ("Rules") are here to help you understand the conduct that is expected of users of the Service.

(i) Nature of Rules

Your use of the Service is subject to all of the Terms, including these Rules:

  • Your User-Generated Content. All of your User-Generated Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms.
  • Maintain Appropriate Rights in Your User-Generated Content. With respect to all User-Generated Content that you create through the Service or submit to us, you represent and warrant that the material is either fully original to you or that you have all the necessary rights, licenses, permissions, clearances and consents needed from third parties in order for you to create or submit your User-Generated Content (including, but not limited to, all copyright and right of publicity and privacy rights) for you to comply with the terms of this Agreement.
  • Act Appropriately. Cursing, harassing, bullying, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited in use of the Service. Your User-Generated Content must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, or physical handicap. Your User-Generated Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit.
  • Do Not Use for Inappropriate Purposes. Your User-Generated Content must not promote any infringing, illegal, or other similarly inappropriate activity.
  • Don't Damage the Service or Anyone's Computers or Other Devices. Your User-Generated Content must not create or submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Service or any computer or other Device.

If you create or submit User-Generated Content that Poolday reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User-Generated Content in question being removed from the Service.

(ii) Your Interactions With Other Users; Disputes

You are solely responsible for your interaction with other users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users.

C. Alerting Us of Violations

If you discover any content that violates these Terms, then you may report it to us at public@poolday.ai. For alleged infringements of intellectual property rights, see Sections 6 and 7, below.

7. Procedure For Alleging Infringement of Other Intellectual Property

If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting or distribution of it via the Service, then you may send us an email to public@poolday.ai that includes all of the following:

  1. a legend or subject line that says: "Intellectual Property Infringement Notice";
  2. a description of the intellectual property that you claim has been infringed;
  3. a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);
  4. your full name, address, telephone number and email address;
  5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;
  6. a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and
  7. your electronic or physical signature.

We will act on such notices in our sole discretion. Any user of the Service that fails to respond satisfactorily to Poolday with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

8. Notices and Questions

You agree that: (i) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the homepage of the Service, or in another reasonable manner that we may elect; and (ii) we may contact you by mail or email sent to the address provided by you. You agree to promptly notify us if you change your email or mailing address by updating your account information.

If you have a question regarding using the Service, you may contact us at public@poolday.ai. You acknowledge that the provision of customer support is at Poolday's sole discretion and that we have no obligation to provide you with customer support of any kind.

9. Data Protection

A. Customer Data

You agree that your use of the Service may involve the exchange of information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you to Poolday ("Customer Data"). To the extent Customer Data includes Personal Data, Poolday will process such data as a processor or service provider, as such terms are defined by laws related to data privacy, data protection, data security, data transfer, breach notifications, or marketing, as applicable from time to time, and as amended from time to time, including without limitation, the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., including as amended by the California Privacy Rights Act of 2020 ("CCPA"); Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), as well as any and all legislation implementing that regulation by EU member states ("GDPR"); and the UK Data Protection Act 2018 as saved into United Kingdom law by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 ("UK GDPR") (collectively, "Data Protection Laws").

B. Aggregated, Deidentified, or Anonymous Data

Poolday may utilize Customer Data for any purpose, provided that: (i) such data cannot or can no longer identify, relate to, describe, be associated with, or link, directly or indirectly, with an identified or identifiable natural person, household, or device; and (ii) meets the definitions of "deidentified," "aggregate," or "anonymous" data under applicable Data Protection Laws.

C. CCPA Provisions

To the extent that Customer Data includes Personal Data subject to the CCPA, the Parties further agree as follows: (i) Personal Data is sold or disclosed by you only for limited and specified purposes; (ii) Poolday shall comply with applicable obligations under the CCPA, and shall notify you if Poolday makes a determination that it can no longer meets its obligations under the CCPA; (iii) you may take reasonable and appropriate steps to help ensure that Poolday uses Personal Data in a manner consistent with your obligations under the CCPA; (iv) you may, upon notice, take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data; and (v) Poolday shall not "sell" or "share Personal Data, as those terms are defined by the CCPA; retain, use or disclose Personal Data for any purpose other than the business purpose of performing the Services; retain, use or disclose Personal Data outside of the direct business relationship between Poolday and you; or combine Personal Data with personal information that Poolday receives from or on behalf of another person, or persons, or otherwise, unless expressly permitted by the CCPA.

D. GDPR Provisions

In the event that you determine that Customer Data includes Personal Data subject to the GDPR or UK GDPR, you agree to notify Poolday in order for Poolday to execute any further amendments to this Section 9 that may be necessary in accordance with applicable law.

10. Linked-To Websites; Advertisements; Dealings with Third Parties

A. Linked Services; Advertisements

The Service may contain links, as part of third-party ads on the Service or otherwise, to or from third-party websites ("Linked Services"), including websites operated by advertisers, licensors, licensees, recruitment services and certain other third parties who may have business relationships with Poolday. Poolday may have no control over the content, operations, policies, terms, or other elements of Linked Services, and Poolday does not assume any obligation to review any Linked Services. Poolday does not endorse, approve, or sponsor any Linked Services, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Poolday is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Services. Finally, Poolday will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Services. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Services. Poolday disclaims all liability in connection therewith.

B. Dealings with Third Parties

Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Poolday disclaims all liability in connection therewith.

11. Wireless Features

A. Wireless Features

The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service's features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, "Wireless Features"). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features

You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify us of any changes to your wireless contact information (including phone number) and update your accounts on the Service to reflect the changes.

12. Dispute Resolution

Certain portions of this Section 12 are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act. You and Poolday agree that we intend that this Section 12 satisfies the "writing" requirement of the Federal Arbitration Act.

A. First – Try to Resolve Disputes and Excluded Disputes

If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, a "Dispute"), or to any of Poolday's actual or alleged intellectual property rights (an "Excluded Dispute", which includes those actions set forth in Section 12(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 12(A). Your notice to us must be sent via email to public@poolday.ai. For a period of sixty (60) days from the date of receipt of notice from the other party, Poolday and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Poolday to resolve the Dispute or Excluded Dispute on terms with respect to which you and Poolday, in each of our sole discretion, are not comfortable.

B. Binding Arbitration

If we cannot resolve a Dispute as set forth in Section 12(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND POOLDAY (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT—INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. For U.S. residents, the Federal Arbitration Act ("FAA"), not state law, shall govern the arbitrability of all disputes between Poolday and you regarding these Terms (and any Additional Terms) and the Service, including the "No Class Action Matters" Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Poolday and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 12(H) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Poolday regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction's choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules ("Rules") of the American Arbitration Association ("AAA"), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") using JAMS' streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Poolday consent to in writing. If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted in San Francisco, California. You and we will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Poolday to pay a greater portion or all of such fees and costs in order for this Section 12 to be enforceable, then Poolday will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party's individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

C. Limited Time to File Claims

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 12(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 12(A); (b) filing for arbitration as set forth in Section 12(B); or (c) filing an action in state, Federal or provincial court.

D. Injunctive Relief

The foregoing provisions of this Section 12 will not apply to any legal action taken by Poolday to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User-Generated Content and/or Poolday's intellectual property rights (including such Poolday may claim that may be in dispute), Poolday's operations, and/or Poolday's products or services.

E. No Class Action Matters

YOU AND POOLDAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 12(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 12(F). Notwithstanding any other provision of this Section 12, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this "No Class Action Matters" section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

F. Jurisdictional Issues

Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in Los Angeles County, California. Accordingly, you and Poolday consent to the exclusive personal jurisdiction and venue of such courts for such matters.

G. Small Claims Matters Are Excluded from Arbitration Requirement

Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.

H. Governing Law

These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of California, without regard to its conflicts of law provisions.

13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. Therefore, to the fullest extent permissible by law, Poolday, its parent company and subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the "Poolday Parties"), hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

  1. the Service (including the Content, Videos and the User-Generated Content);
  2. the functions, features, or any other elements on, or made accessible through, the Service;
  3. any products, services, developer code or instructions offered or referenced at or linked through the Service;
  4. security associated with the transmission of your User-Generated Content transmitted to Poolday via the Service;
  5. whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
  6. whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
  7. whether any defects to, or errors on, the Service will be repaired or corrected;
  8. whether your access to the Service will be uninterrupted;
  9. whether the Service will be available at any particular time or location; and
  10. whether your use of the Service is lawful in any particular jurisdiction.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A POOLDAY PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE POOLDAY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions' laws are applicable.

14. LIMITATIONS OF OUR LIABILITY

TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY POOLDAY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO:

  1. the Service (including the Content, Videos and the User-Generated Content);
  2. your use of or inability to use the Service, or the performance of the Service;
  3. any action taken in connection with an investigation by Poolday Parties or law enforcement authorities regarding your access to or use of the Service;
  4. any action taken in connection with copyright or other intellectual property owners or other rights owners;
  5. any injury or damages you sustain directly or indirectly as a result of your use of the Service or any Videos;
  6. any errors or omissions in the Service's technical operation; or
  7. any damage to any user's computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Poolday Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL POOLDAY PARTIES' TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID POOLDAY TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.

15. Updates to Terms

These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted terms of use and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.

16. General Provisions

A. Poolday's Consent or Approval

As to any provision in these Terms or any Additional Terms that grant Poolday a right of consent or approval, or permits Poolday to exercise a right in its "sole discretion," Poolday may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by Poolday without being in writing and signed by an officer of Poolday.

B. Indemnity

You agree to, and you hereby, defend, indemnify, and hold Poolday Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Poolday Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Poolday Parties' use of the information or content that you create through the Service or submit to us (including your User-Generated Content and Videos) (all of the foregoing, "Claims and Losses"). You will cooperate as fully required by Poolday Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, Poolday Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Poolday Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Poolday Party.

C. Operation of Service; Availability of Products and Services; International Issues

The Service is operated in the United States, and is primarily intended for users located in the U.S. Poolday makes no representation that the Service is appropriate or available for use beyond the U.S. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.

D. Severability; Interpretation

If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word "including" is used in these Terms or any Additional Terms, the word will be deemed to mean "including, without limitation". The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.

E. Communications

As permitted by applicable law, when you communicate with us electronically, such as via email and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

F. Investigations; Cooperation with Law Enforcement; Termination; Survival

Poolday reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by Poolday in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Poolday under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from Poolday, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms (including the terms applicable to User-Generated Content), which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Poolday in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

G. Assignment

Poolday may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Poolday.

H. No Waiver

Except as expressly set forth in these Terms or any Additional Terms: (i) no failure or delay by you or Poolday in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict Poolday's right to amend these Terms or any Additional Terms as otherwise permitted in those agreements.

I. Connectivity

You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.