Terms of Service

Someday Matters LLC

Terms of Service

Last Updated: June 22, 2026

This Terms of Service Agreement (the “Terms” or “Agreement”) of Someday Matters LLC, a Delaware limited liability company (“we,” “our,” “us,” “Someday,” or “Company”), is an agreement that describes your and our rights, obligations and responsibilities. Specifically, these Terms govern how you can access and use: (i) somedaymatters.com, its subdomains, and any other website where these Terms are posted; (ii) our online hosted services; and (iii) our software, meaning, collectively, our browser extensions, mobile applications, other downloadable apps, application programming interfaces (“APIs”), and tools and documentation (collectively, our “Platform” or the “Services”).

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY CREATING AN ACCOUNT, CLICKING SIGN UP, SUBMIT, OR THE LIKE INDICATING ACCEPTANCE ELECTRONICALLY, AGREEING TO THESE TERMS OR ANY OTHER DOCUMENT REFERENCING THESE TERMS, OR ACCESSING OR USING THE PLATFORM, WHETHER OR NOT YOU ARE A REGISTERED USER OF THE PLATFORM, YOU SIGNIFY AND CERTIFY THAT: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU HAVE READ, UNDERSTAND, AND ACKNOWLEDGE OUR PRIVACY POLICY [somedaymatters.com/privacy] (“PRIVACY POLICY”) AND IS INCORPORATED INTO THESE TERMS BY REFERENCE; AND (III) YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH ALL OTHER TERMS INCORPORATED BY REFERENCE. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION SET FORTH IN SECTION 33 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 34 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS OR UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 33, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

1. Description and Use of the Services

Someday operates the Platform to serve as a legacy advisor by capturing the things most people never put into words — their stories, their people, the traditions that only exist in their household — and turn them into something that lasts.

2. Organizations

If you are an individual and you access or use our Services on behalf of a company, organization, principal, or other entity, such as your employer (each, together with its affiliates, an “Organization”), then you agree to the following:

• These Terms are an agreement between us and you and us and that Organization;
• You represent and warrant that you have the authority to bind that Organization to these Terms, and if you do not have the authority, you may not access or use our Services;
• Your acceptance of these Terms will bind such Organization to these Terms;
• Your individual rights to access and use our Services may be suspended or terminated, and ownership and administration of your Someday account may be transferred, if you cease to be associated with, or cease to use an email address associated with, owned by, or provisioned by, that Organization;
• We may disclose information regarding you and your use of the Services, including your Content (defined below), to such Organization, or to appropriate individuals associated with that Organization; and
• The terms “you” and “your”, as used in these Terms, refer to both you and such Organization.

If you sign up for our Services using an email address associated with, owned by, or provisioned by an Organization, or if an Organization pays fees due in connection with your access to or use of our Services (or reimburses you for payment of such fees), or otherwise, then we may deem you, in our sole discretion, to be accessing and using our Services on behalf of that Organization. You represent and warrant that all information that you provide to us regarding any Organization on whose behalf you use our Services, including information identifying other users associated with such Organization or email domains owned by such Organization, is and at all times will be truthful, accurate, and complete, and that you will immediately notify us should any such information change or no longer be truthful, accurate, or complete.

3. All Other Account Users

When you create an account with Someday, you represent and warrant that you comply with these Terms. The person signing up for the Platform and Someday Services will be the contracting party, or the legal guardian of the contracting party, for the purposes of our Terms of Service, and will be the person who is authorized to use any corresponding Account in connection with the Platform (“User”). Users may not use as a username the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar, or obscene. We reserve the right to restrict, prohibit, or replace selected usernames at any time in our discretion, whether or not they violate the specific terms of this Agreement.

4. Eligibility

Someday Platform and Services are not targeted toward, or intended for use by, anyone under the age of 18. By using Someday’s Platform and Services, Users and Managers on the Platform represent and warrant that they: (1) are at least 18 years of age or at least the age of majority in the jurisdiction where you reside and from which you will use the Services, whichever is greater; (2) have not been previously suspended, removed, or otherwise restricted from using the Platform; (3) are not engaged in any activities banned on Someday; (4) do not have multiple Someday accounts; and (5) have full power and authority to enter into these Terms without violating any agreements they may have to other parties.

5. Community Guidelines

Everyone on Someday is expected to treat others as they would in real life, communicate politely and with respect, and respect User privacy. Failure to comply with these User guidelines may result in your removal from the Someday Platform, regardless of your method of use or prior payment for access or use.

The use of Someday for commercial activities (e.g., raising money, whether for personal or commercial purposes; advertising or promoting any product, service or company; or engaging in pyramid or multi-level marketing schemes) is prohibited, as is the posting/transmission of false, deceptive, or misleading information. Posting and/or sharing of copyrighted, trademarked, or trade secret protected content is also prohibited. Deliberate misrepresentations—including of one’s identity and affiliation(s)—are prohibited. Defamatory, obscene, indecent, and pornographic content are prohibited; similarly, content promoting violence is also prohibited. You will not impersonate or attempt to impersonate Someday, a Someday employee, another User, or any other person or entity (including, without limitation, by using email addresses or unique identifier associated with any of the foregoing).

If you find inappropriate content or behavior, please alert the Someday team at support@somedaymatters.com. Someday reserves the sole and absolute right to deny violators of the Terms of Service access to the Platform and associated Services, and to remove content that violates the community guidelines.

6. Someday Accounts

Your account on our Platform (your “Someday Account”) gives you access to the Services and functionality that we may establish and maintain from time to time. We may maintain different types of Someday Accounts for different types of users. You acknowledge and agree that you do not own your Someday Account.

To the extent we provide you with log-in credentials and API authentication, such log-in credentials and API authentication are for your use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your password to your agents and subcontractors performing work on your behalf. You may not use another user’s Someday Account without such user’s permission. You are solely responsible for the activity that occurs on your Someday Account, and you must keep your Someday Account password(s) strong and secure. Any individual with administrator-level access to your Someday Account can modify your Someday Account settings, access, and billing information. We will not be liable for any losses caused by any unauthorized use of your Someday Account, or for any changes to your Someday Account, including your ability to access your Someday Account or your Content, as defined below, made by any individual with administrator-level access to your Someday Account.

You may control certain aspects of your Someday Account profile and how you interact with our Services by changing the settings in your Account Settings page. If you provide us with your email address, we may use the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages, such as changes to features of our Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences through your Account Settings page, or by clicking the unsubscribe link within each marketing or advertising message. Opting out will prevent you from receiving Services-related notices but you will still receive any payment-related notices.

7. User Conduct

By using Someday’s Platform and Services, you agree that you will not violate any law, contract, intellectual property, or other third-party right or commit a tort. You also agree that you are solely responsible for your conduct when accessing or using Someday’s Platform and Services. You agree that you will abide by these Terms and refrain from:

• Harassing, threatening, intimidating, predatory, or stalking behavior;
• Attempting to access or use another User’s account without authorization from them and Someday;
• Using the Platform in a disruptive manner that could negatively affect others’ ability to use the Platform;
• Reverse-engineering any aspect of the Platform, attempting to discover source code, or attempting to bypass measure employed to prevent or limit access to any Content, area, or code;
• Attempting to circumvent content-filtering techniques used on the Platform;
• Developing third-party applications which interact with User Content or the Platform without Someday’s prior written consent;
• Using a robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized to access the Platform;
• Interfering with or modifying the rendering of the Platform;
• Using the Platform for illegal or unauthorized purposes, or encourage or engage in activities which violate the Terms;
• Using the Platform for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
• Discriminating on the basis of race, color, ethnicity, national origin, ancestry, religion, sex, gender, gender identity or expression, sexual orientation, age, military or veteran status, marital status, or disability;
• Abusing, threatening, defaming, libeling, inciting hatred or violence toward, victimizing, intimidating, or otherwise harassing any person or group of persons;
• Transmitting, or procuring the sending of, any advertising or promotional material without Someday’s prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation; and otherwise attempting to interfere with the proper working of the Platform.

8. License to Access and Use Our Platform and Content

Unless otherwise indicated in writing by Someday, the Services and Platform and all content and materials contained therein, including, without limitation, the Someday logo and all designs, text, graphics, pictures, information, data, software, sound files, User Content (as defined in the User Content section), other files, and the selection and arrangement thereof (collectively, “Content”) are Someday’s and licensors’ and/or Platform users’ proprietary property. They are protected by U.S. and international copyright laws. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable license to access Someday’s Platform, Services, and content. This license is subject to these Terms and does not include the right to: (1) sell, resell, or use the sites or content in commercial settings or applications, (2) distribute, publicly perform, or publicly display the Content, (3) modify or make derivative use of the Platform, sites, or Content, unless expressly permitted by Someday, (4) use data mining, robotic, or similar data gathering and/or extraction methods, (5) download any portion of the Platform, site, or Someday (other than page caching), and (6) use the Platform, site, or Content for any purposes other than intended. Any use of the Platform, site, or Content other than as specifically authorized herein, without Someday’s prior written permission, is strictly prohibited and will terminate the license granted herein. Unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by Someday, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright, or other proprietary rights of Someday or any third party, whether by estoppel, implication, or otherwise. The license is revocable at any time. Notwithstanding anything to the contrary in the Terms, the Platform, site, and Content may include software components provided by Someday or a third party which are subject to separate license terms; in such case(s), the license terms will govern the software components.

9. User Content

Shared Content from Users

Someday’s Platform and Services may include interactive features and areas which allow individuals to create, post, share, or store content. This includes, but is not limited to, text, images, videos, social media posts, photographs, and other materials (collectively, “User Content”). If you decide to share your User Content on Someday or third-party platforms, you acknowledge that this User Content will be viewable by others in accordance with the privacy settings you establish and that you are solely responsible for the User Content and your use of any interactive features and areas of the Someday Platform and Services. By using the interactive features and areas of the Platform and Services, you agree that you will not create, post, share, or store unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable content. Nor will you create, post, share, or store content that would constitute, encourage, or provide instructions for a criminal offense; violate the rights of any party or violate any local, state, national, or international law; infringe a patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; contain misleading, false, or dishonest information; misrepresent your identity and/or affiliation(s); contain a third party’s private information without their consent; contain unsolicited promotions, political campaigning, advertising, or solicitations; irresponsibly reference alcohol; and transmit viruses, corrupted data, or other harmful files or content. User Content that Someday judges to be objectionable or that restricts or inhibits others’ ability to use or enjoy Someday's Platform or Services, or which may expose Someday or others to any harm or liability, is also prohibited.

Someday is not responsible or liable for any User Content. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content created, posted, shared or stored on the Platform at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the site or Platform at your sole cost and expense.

10. User Content Rights

Someday claims no ownership interest in your User Content. Updating, posting, or submitting User Content to Someday constitutes representing and warranting that (1) the User Content is nonconfidential, (2) you own and control all rights to the User Content or otherwise have the rights needed to post the User Content, (3) you authorize Someday to use the User Content for the purposes described herein, (4) the User Content is accurate and not misleading or harmful, and (5) that the User Content, and your use and posting thereof, does and will not violate these Terms or any applicable law, rule, regulation, or third-party right.

11. Third-Party Content

Someday may display content, advertisements, and/or promotions from third parties through the site, Platform, or associated Services (collectively, “Third-Party Content”). Someday does not control, endorse, or adopt any Third-Party Content; further, Someday makes no representation or warranties with regard to Third-Party Content, including, without limitation, regarding its accuracy and completeness. You acknowledge and agree that your interactions with third parties providing Third-Party Content are solely between you and the parties, and that Someday is not responsible or liable in any manner for such interactions or the Third-Party Content.

12. Claims of Copyright Infringement.

Pursuant to The Digital Millennium Copyright Act of 1998 (the “DMCA”), if you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information of our Copyright Agent:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Platform;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
  

Our Copyright Agent for Notice of Claims of copyright infringement on the Platform may be reached by email at [support@somedaymatters.com]. You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad faith claims on the infringement of any Content found on and/or through the Platform on your copyright.  

13. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable laws, Someday has adopted a policy of limiting access to the Services and Platform or terminating the accounts of users in appropriate circumstances and in our sole discretion. Users who infringe the intellectual property rights of others will be subject to these actions. If you believe that anything on the Platform or Services infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below: [support@somedaymatters.com]. Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

14. Security

We have implemented measures designed to secure Your Content from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Your Content for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide Your Content at your own risk.

15. Payment and Billing

The fees for the Services are set forth here [somedaymatters.com/pricing]. The fees depend upon (a) the nature of the Services to be provided by Someday. The fees you must pay in exchange for the Services constitute the “Service Fee.” 

By providing your preferred method of payment, whether via credit card or other form acceptable to Someday (“Payment Method”), to Someday, you authorize Someday and/or our third-party payment processor to charge your Payment Method the then-effective rate. If your Payment Method cannot be authorized or is otherwise in error, we may suspend or cancel the Someday Services. In the event of such failure of your Payment Method, we may take reasonable steps to retry your Payment Method. We may contact you to reconfirm or update your Payment Method. We are not responsible for any fees incurred by you when charging or retrying your Payment Method, including but not limited to, overdraft fees. We use a third-party payment service to process your Payment Method. We do not receive, store, or process your Payment Method. By submitting your Payment Method through the Platform, you agree that we may use a third party to receive, store and process your Payment Method. You further agree that we will not be responsible for any failures of the third party to adequately protect your Payment Method and other information in such third party’s possession. You agree that your provision of your Payment Method and other information to such third party is subject to the conditions of the third-party payment service provider's terms of service and privacy policy and by providing your Payment Method and related information you agree to such third party’s terms and conditions of service. You acknowledge that we may change the third-party payment service and move your information to other service providers that encrypt your information using industry standard security technology.

The Service Fee will be billed on the Effective Date. Note that the timing of the billing may change if (a) there is a problem with your Payment Method, or (b) a change has been made to the nature of the Services. You are responsible for all charges incurrent in connection with your Services. In the event that the Payment Method provided by you to Someday or its third-party payment processor is unable to cover the Service Fee, Someday may suspend your access to the Services.  

16. Termination, Deactivation, and Suspension

The Company reserves the right to terminate or suspend accounts, refuse service, bar access to the Services, remove or edit content, or cancel subscriptions in our sole discretion, without prior notice or liability, for any reason whatsoever and without limitation, including but not limited to a breach of Terms.

If the Company suspends or deactivates your account or limits your use of the Services pursuant to this Agreement, you are thereafter prohibited from registering and creating a new account under your name or business name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. Even after your right to use the Services is suspended, terminated, or limited, this Agreement will remain enforceable against you. The Company reserves the right to take appropriate legal action pursuant to this Agreement.

The Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services in its sole discretion.

17. Effects of Termination

Upon any termination of your Services all rights and licenses granted to you under these Terms will immediately cease. Notwithstanding any terms to the contrary in these Terms, this paragraph together with Sections 15, 22, 24, 25, 27, 28, 29, 30, 33, 34, and 35 will survive any termination or expiration of these Terms, and no refunds will be issued (excluding legally mandated returns of prepaid services).  

18. Trademarks

Someday's name, trademarks, logos, and all other Someday product names, service names, or slogans included in or related to the Services are property of Someday and may not be copied, imitated, or used (in whole or in part) without Someday's express prior written consent in each instance. The look and feel of the Services and the Platform, including, but not limited to, all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of Someday, may not be copied, imitated, or used (in whole or in part) without Someday's express prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services (“Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inures to the benefit of each owner. The use of any Third-Party Trademarks included in or related to the Services is typically intended to denote interoperability and does not constitute an affiliation by Someday and its licensors with such company or an endorsement or approval by such company of Someday or its licensors or their respective Platform or Services.

19. Hyperlinks

You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Platform and Services for noncommercial purposes, provided that such link does not portray Someday or any of our Services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Someday logo or other proprietary graphic of Someday to link to the site or Platform without Someday's express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Someday trademark, logo or other proprietary information, including the images found on the Services or Platform, the content of any text or the layout or design of any page, or form contained on a page, on the s without our express written consent. Someday makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the site or Platform, or of websites linking to the Platform. Such sites are not under our control, and we are not responsible for the contents of any linked site, any link contained in a linked site, or any review, changes or updates to such sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply our affiliation, endorsement or adoption of any site or any information contained therein. When you leave the Someday ecosystem (defined as Someday's Platform and Services), you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Someday ecosystem.

20. Use of Artificial Intelligence

By accepting these Terms of Service, the User expressly authorizes Someday to use artificial intelligence (“AI”) technologies for processing data and in the processing of that data to generate visualizations thereof. The User acknowledges and agrees that AI processing may involve:

• Automated analysis of User Data;
• Pattern recognition and trend identification;
• Predictive modeling and forecasting;
• Data aggregation and anonymization;
• Generation of visual representation, including but not limited to charts, graphs, and interactive dashboards.

Someday commits to implementing industry-standard security measures to protect User Data during AI processing and visualization. Someday shall ensure that all AI models and algorithms used are designed with privacy-preserving techniques, including data minimization and purpose limitation. Someday's use of AI for data processing and visualization shall be conducted in strict accordance with the Company’s Privacy Policy [somedaymatters.com/privacy], which is incorporated by reference into these Terms of Service.

The User understands and accepts that AI-generation insights and visualizations:

• May contain inaccuracies or errors;
• Are not guaranteed to be complete or exhaustive;
• Should not be solely relied upon for critical decision-making without human oversight.

Someday disclaims any liability for decisions made by the Platform User based on AI-processed data and visualizations. Platform User retains ownership of their original User Data. Someday retains all rights, title, and interest in the AI technologies, algorithms, and resulting visualizations.

The User acknowledges that AI technologies are rapidly evolving and consent to Someday's ongoing development and improvement of its AI capabilities. Someday may update its AI processing methods without prior notice, provided such updates do not materially diminish the security or functionality of the Services.

21. No Modifications, Reverse Engineering, Artificial Intelligence/Machine Learning

Except as expressly permitted in these Terms of Service, you may not (and may not allow third parties or assist third parties) to:

• Modify, port, adapt, or translate any portion of the Services or Platform;
• Reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover, within any Service or Platform, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Service or Platform; or
• Use or allow a third party to use, the Services or Platform, including but not limited to any architectures, models or weights, or any other such confidential and/or proprietary information, or any content, data, output, or other information received or derived from the Services or Platform, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithm or artificial intelligence system that mimics or performs any function substantially similar to any function contained within the Services or Platform.

22. Intellectual Property

You acknowledge and agree that our Services and all materials an content displayed or made available on our Services, and all software, algorithms, code, technology, and intellectual property underlying and included in or with our Services, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our “Intellectual Property”), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent,  modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any of our Intellectual Property.

23. Error Reporting and Feedback

You may provide us directly at [support@somedaymatters.com] or via third party sites with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to Someday, our Platform, the site, and/or the Services (collectively “Feedback”). You acknowledge and agree that (i) you shall not retain, acquire, or assert any intellectual property right or other right, title, or interest in or to the Feedback; (ii) the Company may have development ideas similar to your Feedback; (iii) the Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) the Company is not under any obligation of confidentiality with respect to the Feedback. Someday will own exclusive rights, including, without limitation, all intellectual property rights in, and to, such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. In the event the transfer of the ownership of the Feedback is not possible due to applicable mandatory laws, you grant the Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited, and perpetual right to use (including copy, modify, create derivative works, publish, distribute, and commercialize) the Feedback in any manner and for any purpose.

24. Confidentiality

From time to time, either party to these Terms (the “Disclosing Party”) may disclose or make available to the other (the “Receiving Party”) non-public, proprietary, or confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information, and Trial features. Confidential information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of these Terms; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure thereof; or (iv) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information.

The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with no less than a commercially-reasonable degree of care; (ii) only use the Disclosing Party’s Confidential Information, and only permit it to be accessed or used, for the purpose of exercising its rights or performing its obligations under these Terms, for the purpose of exploring a business relationship (or changes to be the business relationship) between the parties, or for any other purpose consistent with our Privacy Policy [somedaymatters.com/privacy]; and (iii) not disclose any of the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, then, prior to making such disclosure (unless prohibited by law or legal process) it shall use commercially-reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy.

Each of the parties to these Terms acknowledges that the other party will be irreparably harmed if Confidential Information of the other is distributed in breach of this Section, and that such other party would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, each of the parties agrees that the other party shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by the other party without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.

25. Privacy

We care about the privacy of our users. By using our Services, you acknowledge that we may collect, use and disclose your personal information and aggregated and/or anonymized data as set forth in our Privacy Policy [somedaymatters.com/privacy], and you acknowledge that you may have your personal information collected in, used in, transferred to, and proceed in the United States. If your use of the Services requires us to process any personal data of personal information within your Content, as these Terms are in and in accordance with applicable privacy laws or regulations, we will do so at all times in accordance with our Privacy Policy.

26. Third-Party Services and Marketplace Extensions

OUR SERVICES MAY CONTAIN LINKS TO THIRD-PARTY MATERIALS THAT ARE NOT OWNED OR CONTROLLED BY US, WE MAY REFER YOU TO CERTAIN THIRD PARTIES WHO PROVIDE INDEPENDENT SERVICES RELATING TO OR SUPPORTING YOUR USE OF OUR SERVICES, AND CERTAIN FUNCTIONALITY OF OUR SERVICES MAY REQUIRE YOUR USE OF, OR MAY BE COMPATIBLE WITH, THIRD-PARTY SERVICES, SITES, INFORMATION, MATERIALS, PRODUCTS, APPLICATIONS, EXTENSIONS, OR SERVICES (EACH, A "THIRD-PARTY SERVICE"). IF YOU USE A THIRD-PARTY SERVICE, YOU ARE SUBJECT TO AND AGREE TO THE THIRD PARTY’S TERMS OF SERVICE (OR OTHER APPLICABLE TERMS AND CONDITIONS) AND PRIVACY POLICY MADE AVAILABLE BY OR VIA THE THIRD-PARTY SERVICE. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SERVICE (EVEN WHERE WE PERFORM A REVIEW OF THE FUNCTIONALITY OR SECURITY OF SUCH A THIRD-PARTY SERVICE, SUCH AS AN EXTENSION DEVELOPED BY A THIRD-PARTY AND MADE AVAILABLE THROUGH THE PLATFORM). IF YOU ACCESS A THIRD-PARTY SERVICE FROM OR WITH SOMEDAY OR SHARE YOUR CONTENT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY POLICY [somedaymatters.com/privacy] DO NOT APPLY TO YOUR USE OF SUCH SERVICES. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICE.

27. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Someday, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Someday Parties”), from and against all actual or alleged Someday or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Platform, site, content, or Services, (b) any User Content you create, post, share or store on or through the Platform or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, (e) your violation of the rights of another, (f) any third party’s use or misuse of the Services or Platform provided to you and (g) the use of AI-processed data or visualizations. You agree to promptly notify Someday of any third-party Claims and cooperate with Someday in defending such Claims. You further agree that Someday shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Someday.

28. Disclaimers

You are solely responsible for your conduct on Someday's Platform, Services, and other associated properties. Someday reserves the right to change any and all Content and to modify, suspend, or terminate access to the Platform and Services (or any features and functionality of the same). Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, vendor, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation with, Someday. Some jurisdictions prohibit the disclaimer of implied terms in contracts with consumers; in such cases, some, or all of the disclaimers in this section may not apply to you.

29. No Warranty

OUR SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF OUR SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICE WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICE OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICES.FEDERAL LAW, SOME STATES OR PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

30. Limitation or Liability; Release

To the fullest extent permitted by applicable law, in no event shall Someday or any of the other Someday parties be liable for any indirect, special, incidental, consequential, exemplary or punitive damages of any kind (including, but not limited to, loss of revenue, income or profits, loss of use or data, loss or diminution in value of assets or securities, or damages for business interruption) arising out of or in any way related to the access or use of the Services or Platform  or the order, receipt or use of any service or product (including, but not limited to, any damages caused by or resulting from reliance by any user on any information obtained from Someday, or from mistakes, omissions, interruptions, deletions of files or emails, errors, defects, bugs, viruses, Trojan Horses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to Someday records, programs or systems), regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), strict product liability or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable). To the fullest extent permitted by applicable law, in no event shall the maximum aggregate liability of Someday and the other Someday parties (jointly) arising out of or in any way related to (a) the order, receipt or use of Services or Platform purchased from Someday exceed the amount paid for such Services; and (b) the order, receipt or use of product, or access or use of the Services or content, exceed the greater of $250 or the amount you paid to us in the one (1) month period immediately preceding the date on which your claim arose. The foregoing limitations shall apply even in the event your remedies hereunder fail of their essential purpose, and the foregoing shall constitute Someday and the other gainful parties’ sole liability and obligation in respect hereof, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), strict product liability or any other legal or equitable theory. To the fullest extent permitted by applicable law, you, on behalf of your heirs, executors, administrators, legal and personal representatives, hereby release, waive, acquit and forever discharge Someday and the other Someday parties from and against, and covenant not to sue any such Someday party for, all claims you have or may have arising out of or in any way related to these Terms. If you are a California resident, you hereby waive your rights under California civil code 1542, which states “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Access to Someday and/or any other content, information, products and/or services offered by and/or through the same would not be provided to you without such limitations. Some jurisdictions prohibit the disclaimer of implied terms in contracts with consumers; in such cases, some or all of the disclaimers in this section may not apply to you.

31. Modifications to the Services

Someday reserves the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Platform and Services (or any features or parts thereof) at any time and without liability thereafter. Someday reserves the right to withdraw or amend its Services, and any service or material Someday provides, in its sole discretion without notice. Someday will not be liable if for any reason all or any part of the Platform or Services is unavailable at any time or for any period.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Services; and
• Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.

32. Governing Law

You agree that: (i) we will be deemed solely domiciled in the State of Delaware; and (ii) our Services will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles.

The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 33 and preempts all state laws to the fullest extent permitted by law. If the FAA is determined not to apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

33. Arbitration and Dispute Resolution

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH SOMEDAY AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SOMEDAY.

These Terms are and will be governed by and construed under the laws of the State of Delaware, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT SOMEDAY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERM WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (“Comprehensive Rules”).          

The Comprehensive Rules are available online at www.jamsadr.com/rules-comprehensive-arbitration/. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by JAMS or by the arbitrator. The arbitrator’s decision will follow the terms and conditions of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.  An arbitration award and any judgement confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. Notwithstanding any of terms to the contrary in these Terms, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.  You can opt out of this Agreement to arbitrate by contacting [ADDRESS] within the 30-day period commencing upon the Effective Date, stating that you (include your first and last name) decline this Arbitration Agreement.

34. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

35. Miscellaneous

Independent Contractors

Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

Assignment

You may not assign, delegate, or transfer (by sale, merger, operation of law, or otherwise) these Terms or any right, title, interest, or obligation hereunder without the prior written consent of Someday. Any attempted or purported assignment, delegation, or transfer in violation of the foregoing will be null and void and without effect. Someday may assign these Terms without your prior written consent. These Terms will be binding and inure to the benefit of such assignees, transferees, and other successors in the interest of the parties in the event of an assignment or other transfer made consistent with the provisions of these Terms.

Third-Party Infrastructure

Notwithstanding any terms to the contrary in these Terms, you acknowledge and agree that Someday uses a third-party hosting infrastructure in connection with the Services (“Third-Party Infrastructure”), the provider(s) of the Third-Party Infrastructure disclaim and make no representation or warranty with respect to such Third-Party Infrastructure, and Someday assumes no liability for any claim that may arise with respect to such Third-Party Infrastructure.

Electronic Communications

You agree that we may communicate with you electronically regarding your use of any of the Service and that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at support@somedaymatters.com.

Severability

If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

No Waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.

Force Majeure

Someday is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of services provided by any service providers used by Someday, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.

Termination

The Company may terminate this Agreement at any time, with or without notice, for any reason.

Relationship of the Parties

Nothing contained in this Agreement or your use of the Platform or Services shall be construed to constitute either party as a partner, joint venturer, employee, or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

Notice for California Users

If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms. Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

Entire Agreement

These Terms (together with all terms incorporated into these Terms by reference) set forth the entire agreement and understanding of the parties relating to the subject matter of these Terms and supersedes all prior agreements or understanding with respect to such subject matter and all past dealing or industry custom.

Your use of any of the Services may be subject to a separate agreement between you and Someday. If any of the terms of such separate agreement conflict with any of the terms of these Terms, the terms of such separate agreement will govern to the extent of such conflict.

Contact Information

Someday Matters LLC

support@somedaymatters.com