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Daydrop Terms & Conditions

Last Modified: July 16, 2024

Daydrop Terms & Conditions

Welcome to Daydrop, a collection of inspirational and wellness content programs provided by Daydrop (“we,” “us,” “our”).  These terms of service (“Terms”) govern your access to and use of our products and services, including our websites, related applications, products and content, including delivered content via SMS, email or otherwise that link to these Terms (collectively, the “Services”). By accessing and using the Services you agree to these Terms. Your access to and use of our Services is also subject to our Privacy Policy, and your use of the Services constitutes acceptance to the Privacy Policy.  For purposes of these Terms, “you” and “your” means you as the user of the Services.

We may amend or modify these Terms from time to time, such as if we make updates to the Services, add new features or for regulatory reasons by posting a revised version on the website, or, if an update materially adversely affects your rights or obligations under these Terms, notifying you such as through a notice on the website or through the Services.   The “Last Updated” date at the top of these Terms provides the effective date of such Terms.  Your continued access to use of the Services after any change constitutes acceptance of the new Terms.

You must be 18 years or older to register for an account and access and use the Services.   If you are under age 18, you may only use the Services with the consent and supervision of your parent or guardian, who accepts and agrees to these Terms.    The Services are intended for users who are at least 13 years of age.

PLEASE NOTE THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND EXCEPT FOR TYPES OF DISPUTES MENTIONED IN THE CLAUSE, YOU AND DAYDROP AGREE THAT ALL DISPUTES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

YOUR ACCOUNT.
‍Access to and use of the Services requires creating an account with us.  When you create this account, you must provide, maintain and promptly update, accurate and up-to-date information. Failure to do so may require we suspend or terminate your account.

You agree (i) if provided, not to disclose your account credentials to anyone and to notify us immediately of any unauthorized use of your account, (ii) not to access the Services through automated or non-human means, whether through a bot, script or otherwise, and (iii) your use of the Services will not violate any applicable law or regulation. You are responsible for all activities that occur under your account.

We care about data privacy and security. Our Privacy Policy explains how we collect and use personal information. The Services are hosted in the United States. If you access the Services from any region outside of the United States, by continuing access to and use of the Services you are consenting and agreeing to transfer your data to the United States.


USE OF SERVICES AND OUR CONTENT.
Our Content. We and our affiliates own or have licensed all rights, title, and interest in and to the Services, including all content, text, graphics, images, audio, video, trademarks, service marks, and “look and feel” of the Services (“Content”).  Subject to these Terms and your compliance with all applicable laws, you may access and we grant you a license to use this Content for your personal, non-commercial use only. Except as provided in these Terms, you may not modify, copy, distribute, transmit, display, publish, sell, license, or create derivative works based on the Content without our express written permission.

Message Based Services. The Services are provided via messaging to which may include text SMS, in-app messaging, email and other digital and app based notifications, as described for your specific service.  You agree to receive such messages, including text SMS messages, and you are responsible for any fees, taxes or charges which may apply to your receipt of such messages. If you do not agree to receive such messaging, Pause or Cancel your Subscription as set forth below.

Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements, new features and/or content for the Services! If you provide any of these, they are provided on a non-confidential basis and we own, and if applicable you grant or assign us all rights in such Feedback, without any obligations of acknowledgement or compensation to you.

YOUR USER CONTENT.
You may be able to provide or upload content, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, photos or personal information or other material to the Services, including in social channels, public profiles, responses to surveys or requests for content or the like (collectively, "User Content"). Between the parties, you own, including any intellectual property rights in, your User Content and you are responsible for User Content, including ensuring it does not violate any applicable laws or these Terms. You grant us the right and license to use User Content as necessary to provide and maintain the Services, including a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform User Content in connection with the Service and our businesses; provided, content and information you provide solely for your personal use in using the Services, such as journal entries, sentiments, or other personal content (“Confidential Personal Content”), and private profile information you provide to register for and customize your Services (“Confidential User Content”) are confidential to you (“Confidential User Content”). daydrop will not access, use or disclose your Confidential Personal Content and will only access and use your Confidential User Content to provide you the Services.

You represent and warrant that you have all the rights, power, and authority necessary to grant the above license and that your User Content does not violate the intellectual property rights or any other rights, including privacy rights, of any third party. You also agree to defend, indemnify, and hold us, our affiliates and personnel harmless from any claims, losses, damages, or expenses (including reasonable attorney’s fees) arising out of your User Content or your use of the Services.

PAID SUBSCRIPTIONS.
The Services are offered and provided through the purchase of a subscription (“Subscription”), for the specified subscription term e.g. annual, quarterly, monthly or other (“Subscription Term”).  Subscription fees (“Subscription Fee”) and included Services are further described in detail on the website www.daydrop.me or specific website for the Service(s). 
We believe in the value of our Services, and may offer you an opportunity to try the Services for an initial trial period (“Trial Period”) free of charge. You can cancel your Subscription within the specified Trial Period, in which event you will not be charged.  After any Trial Period, your purchase is final and non-refundable for the then-current Subscription Term.    Subscriptions will automatically renew at the end of each Subscription Term unless you cancel your Subscription. 

‍Cancellation. You can cancel your Subscription at any time by contacting us at support@daydrop.com, or replying “Stop” or “Unsubscribe” to text messages to stop text messages and your current Subscription will not renew; provided, all fees paid for the current Subscription Term are non-refundable.

When you purchase a Subscription, you agree to the following terms:

  • You will provide complete and accurate billing information including a valid and authorized payment method;
  • We may charge your payment method on a Subscription basis and you authorize us, our affiliates and our third party payment processor(s) to charge your payment method for the Fees;
  • If your payment cannot be completed, we will notify you and may suspend access to the Services until payment is received;
  • Subscriptions will automatically renew unless and until you cancel your Subscription;
  • You agree to the pricing, payment and billing policies and authorize us (or our third party payment processor) to charge your payment method for the Subscription Fee and any applicable taxes and other charges;
  • All Subscription Fees are non-refundable and non-transferable except as expressly provided in these Terms;
  • All payments are in United States dollars;
  • The Services are provided via SMS, text messaging to your mobile device and you are responsible for any carrier fees, taxes or other fees associated with such messages. 

Fees.  The  Subscription Fee is provided on the website when you register and purchase your Subscription.  We reserve the right to add additional features and services, which may be offered for additional subscription fees.  We also reserve the right to modify or increase the Subscription Fee, which modification or increase will take effect on your next subscription renewal.  If you do not agree to the new Subscription Fee, you may cancel your Subscription within 7 days of renewal and we will refund any Fees received.

‍Free Trials.  We may offer certain qualifying users paid Subscriptions by offering a free trial (“Free Trial”) for a specific limited term after which the user purchases a paid Subscription.   If so, details of the Free Trial, including the term, will be provided at the time of offering.   If you sign up for the Free Trial, you will have the specified time to try out our Services free of charge.   If you do not cancel your Free Trial prior to the end of the Free Trial period, you will be charged the Subscription Fee.

‍Cancellation by Daydrop.  We intend to provide and expand our Services for the benefit of our users and will diligently endeavor to do so!  That said, as with any business, we may need to make changes to, or stop, our business and/or Services.  In the event Daydrop ceases providing the Services to you (other than for your failure to comply with the terms you agree to above, or the “Prohibited Activities,” below), Daydrop will provide a pro-rata refund for the remaining portion of your Subscription.   Similarly, to preserve the integrity of its Services, Daydrop reserves the right to refuse Subscriptions to any users who may harm or be detrimental to Daydrop or its Services, at its sole discretion.


‍Digital Gift Card Terms.  We may offer the opportunity to purchase “gift cards” for our Services. Gift cards can be redeemed for any product or service available on our website, unless otherwise specified.   The gift cards will be provided in a digital format.   Gift cards expire one year from the date of purchase. The expiration date will be clearly stated on the digital gift card. After the expiration date, the gift card will no longer be valid, and any unused balance will be forfeited.  Gift cards are non-refundable and cannot be exchanged for cash, except as required by law. We are not responsible for lost or stolen gift cards. Please treat your gift card like cash.  Gift cards cannot be combined with any other vouchers or promotional offers unless expressly stated otherwise.  We reserve the right to change these terms and conditions from time to time at our discretion.

PAUSING OR STOPPING SERVICES.
During your Subscription, you may need or desire to pause delivery of texts and SMS based messages for a period of time (“Pause”).  You may do so by going to your Account on the website, logging in, and scheduling a Pause. During the Pause, you will have continued access to the Services and your Account on the website.  Upon conclusion of the Pause, text based Services will resume for the remainder of your Subscription Term. As explained above, you may cancel your Subscription by replying “Stop” or “Unsubscribe” to our text messages.  To comply with legal and regulatory requirements, if you reply “Stop,” “Unsubscribe” or other replies identified by our provider as removing permission to receive texts, we will no longer be able to send or contact you text based messages, including the 2FA to log into your user Account.  If you would like to continue using the Services via your Account on the website, contact support@daydrop.me for assistance. You may also reply “Restart” to resume text based messages.

PROHIBITED ACTIVITIES.
You may not access or use the Services for any purpose other than that for which we make the Services available. 

You agree not to:

  • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein or upload or transmit any viruses, Trojan horses, or other malware that interferes with or interrupts use or operation of the Services.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
  • Use the Services in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Services.
  • Engage in any automated use of the system or Services, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools or use, upload or transmit any passive or active information collection mechanisms including gifs, pixels, web bugs, cookies or similar.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.

SERVICES MANAGEMENT .
We want to offer and create a great user experience.  As such, we may monitor the Services for any violations of these Terms and manage the Services to protect our rights and proper functioning of the Services including (i) removing or disabling files and content that are excessive in size or otherwise impair the Services; (ii) limit or restrict access to portions of the Services; or (iii) report violations of law to law enforcement authorities.


SERVICES, AVAILABILITY AND DISCLAIMERS.
The Service and information therein is provided for general information purposes only, and on an "as is" and "as available" basis. While we endeavor to keep the information accurate and up to date, we do not make any representations or warranties of any kind, express or implied, as to the operation (including failures, delays or interruptions) of the Service or the information, content, materials, or products included on the Service.  

For Daydrop Services including inspiration, wellbeing and similar tips and suggestions, while there is a wide array of research on the benefits of meditation, exercise, journaling and other portions of the Services, we do not make any claims, representations or guarantees that the Services will provide any physical, mental, therapeutic or other benefit nor do we endorse or recommend any specific tests, practitioners, providers, products or procedures or other information in the Services. The Content in the Services is for information purposes only and is not intended or designed to ascertain or treat the state of your health.  You expressly agree that your use of the Service is at your own risk.

The Services may include suggestions or recommendations for products or services we believe may be helpful or of interest to you, to compliment or facilitate your use and enjoyment of the Services.   In the event any of these products or services are provided by a third party, and although we believe these may be helpful or of interest to you, your purchase and/or use of these is subject to the terms of such third parties and we are not responsible for third party products.

LIMITATION OF LIABILITY.
Neither we nor any of our affiliates or licensors will be liable for any damages arising from the use of the Service, including, but not limited to, direct, indirect, incidental, punitive, and consequential damages. This limitation of liability applies to all claims, whether based on warranty, contract, tort, or any other legal theory.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $30.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION.
You will defend, indemnify, and hold harmless us, our affiliates, and our personnel from and against any claims, losses and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your User Content, your breach of these Terms or violation of applicable law. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

TERM AND TERMINATION.
Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

‍
14. DISPUTE RESILUTION.

Informal Negotiations.  We would like to understand and try to address your concerns prior to formal legal action.  Before filing any claim against us, you agree to try to resolve the dispute (“Dispute”) informally by sending us notice at support@daydrop.me including your name, a description of the dispute and relief you seek.   If we are unable to resolve a dispute within 60 days you may bring a formal proceeding.

‍Binding Arbitration.  If the parties are unable to resolve a Dispute through informal negotiations, you and we agree to resolve any claim relating to these Terms or our Services through final and binding arbitration (except those Disputes expressly excluded below). YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, we will pay them for you. We will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

‍Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Delaware or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, including but not limited to issues relating to the scope, enforceability, and arbitrability of this Section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

‍Exceptions. This arbitration clause does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

‍NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim.

‍Severability. If any part of this Section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section will be unenforceable in its entirety. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.


ASSIGNMENT.
We may assign these Terms, and the rights and obligations herein,  in connection with a merger, acquisition or sale of all or substantially all of our assets, to any affiliate or as part of a corporate reorganization.


GOVERNING LAW.
These Terms will be governed by the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts in the State of Delaware, USA.

SEVERABILITY.
If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect.

WAIVER.
The failure of us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms must be in writing and signed by us.

ENTIRE AGREEMENT.
These Terms and the policies referenced and incorporated herein and posted on the constitute the entire agreement and understanding between you and us.  These Terms supersede any prior or contemporaneous communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).

CONTACT US.
If you have any questions about these Terms, please contact us at
support@daydrop.me.