Effective Date: January 2024

These Terms of Service ("Terms") govern your use of A GOOD DAY and its associated software, content, and services (collectively referred to as the "Services") accessible through our website and its subdomains (the "Website") and our mobile applications for Android and for iOS (the "Apps").

Before you commence using the Services, we kindly ask you to carefully read these terms. The terms "A GOOD DAY", "us", or "we" refer to our company.

The term "device" pertains to the equipment you use to access our Services, including but not limited to computers, smartphones, and tablets.

As for "User" or “You”, it designates the user of our Services. By signing up or accessing our Services, you agree to be bound by these Terms, along with all applicable laws, rules, and regulations. If you disagree with these Terms, kindly refrain from utilizing our services.

Article 1: Acceptance of Terms

This Terms of Use document is applicable to all relationships arising from the use of A GOOD DAY's services between the Users and A GOOD DAY.

In addition to these Terms of Use, A GOOD DAY may establish various provisions, hereinafter referred to as "individual provisions," pertaining to the use of the A GOOD DAY service. These individual provisions, regardless of their specific designation, shall constitute an integral part of these Terms.

In the event of any conflict between the provisions of these Terms and the individual provisions mentioned above, the provisions of the individual provisions shall prevail unless otherwise specified in the said individual provisions.

Article 2: Registration and Access

2.1. Minimum Age

The Services are intended for individuals who willingly enter into a legally binding agreement with A GOOD DAY. By using the Services, you affirm that you are at least 13 years old (or 16 years old for specific features) and are not prohibited from receiving such services under applicable laws. If you are under 18 you must have your parent or legal guardian’s permission to use the Services.

If you are representing an entity, you assert that you have the authority to bind said entity to these Terms.

2.2. Registration

To access and utilize A GOOD DAY's services, you are required to provide accurate and complete information during the registration process. It is strictly prohibited to share your account credentials or make your account available to anyone else. You are solely responsible for all activities that occur under your account.

If you create an account or use the Services on behalf of another person or entity, you must possess the proper authority to accept the Terms on their behalf. A GOOD DAY values the integrity of user accounts and expects all users to adhere to these registration guidelines.

2.3. Approval and Discretionary Non-Approval

In cases where the register falls under any of the following circumstances, A GOOD DAY may choose not to approve the registration without being obligated to disclose the specific reason:

a. Submission of False Information: If false or inaccurate information is provided during the user registration application process.

b. Violation of Terms: If the register has previously violated any provisions within the Terms of Use specific to A GOOD DAY.

c. Inappropriate Use Registration: If A GOOD DAY determines that the use registration is not suitable or appropriate for any reason, based on its sole discretion.

A GOOD DAY upholds the highest standards of integrity and expects users to provide accurate information during the registration process. Any violation of these standards may result in the discretionary non-approval of the application.

Article 3: Privacy

Our Privacy Policy describes how we handle the information you provide to us when you use our Services. We encourage you to familiarize yourself with how your information is collected and used as outlined in our Privacy Policy. Your continued use of the Services constitutes consent to the terms and conditions specified therein.

Access to certain features of the Services may require users to create an account. You are responsible for safeguarding your account information. Certain communications from A GOOD DAY are considered integral to the Services and may not be opted out.

Article 4: User Information Management

4.1. User Responsibility

Users are entrusted with the responsibility of managing their user information within the A GOOD DAY platform. This includes user emails and passwords, which serve as the gateway to their registered accounts. Under no circumstances should users transfer, lend, or share their user credentials with any third party. The combination of user email and password is a confidential key that grants access to the registered user's account.

4.2. Company’s Limited Liability

Unless intentionally or grossly negligent, A GOOD DAY shall not be held liable for any damages arising from the unauthorized use of user emails and passwords by third parties. Users are strongly advised to enhance the security of their accounts by regularly updating passwords, employing unique and complex combinations, and refraining from using easily guessable information.

4.3. User Information Security Measures

A GOOD DAY employs stringent security measures to safeguard user information. However, users play a vital role in ensuring the security of their own data. It is recommended that users take proactive steps to protect their information, including but not limited to, refraining from sharing login credentials, promptly reporting any unauthorized access, and following best practices for online security.

4.4. Data Accuracy and Updates

Users are responsible for maintaining accurate and up-to-date information within their A GOOD DAY accounts. Inaccurate or outdated information may compromise the effectiveness of the Services and hinder A GOOD DAY's ability to provide optimal user experiences. Users are encouraged to regularly review and update their profiles as needed.

4.5. Communication Preferences

By utilizing A GOOD DAY's Services, users acknowledge that certain communications from A GOOD DAY are integral to the functionality of the platform and may not be opted out. These communications may include essential service announcements and updates critical to the user experience. It is the user's responsibility to ensure that their contact information is accurate to receive these important communications.

A GOOD DAY values the security and accuracy of user information and expects users to actively participate in maintaining the integrity of their accounts. Users are encouraged to stay informed about security best practices and promptly address any concerns related to their account information.

Article 5: Content on the Services

5.1. User Content

You are solely responsible for all content, including code, images, information, data, text, software, music, sound, photographs, graphics, messages, or other materials, that you upload, post, publish, display, email, or otherwise use via A GOOD DAY's Services. You, as a User of A GOOD DAY's services, may provide input to the platform, referred to as "Input," and receive output based on the input, known as "Output." Together, Input and Output are collectively referred to as "Content." It is your responsibility to ensure that the Content provided does not violate any applicable law or the terms outlined in this agreement. By providing Input, you represent and warrant that you possess all the necessary rights, licenses, and permissions.

5.2. Ownership of Content

As between You and A GOOD DAY, you retain ownership rights in the Input, and you own the Output generated. A GOOD DAY hereby assigns to you all its right, title, and interest, if any, in and to the Output.

5.3. Similarity of Content

Given the nature of A GOOD DAY's services and artificial intelligence, it's acknowledged that Output may not be unique, and other users may receive similar Output. However, the ownership assignment applies only to your specific Output and not to other users' output or any Third Party Output.

5.4. Our Use of Content

A GOOD DAY may use Content to provide, maintain, develop, and improve our services. This includes compliance with applicable law, enforcement of terms and policies, and ensuring the safety of the Services.

5.5. Accuracy

Recognizing the dynamic nature of artificial intelligence and machine learning, A GOOD DAY is committed to continuous improvement to enhance accuracy, reliability, safety, and overall benefit of its Services. However, due to the probabilistic nature of machine learning, the Output may not always accurately reflect real people, places, or facts.

When you use our Services, you understand and agree:

• Output may not always be accurate. It should not be relied upon as the sole source of truth or factual information, or as a substitute for professional advice.
• You must assess the Output for accuracy and appropriateness for your use case, incorporating human review as necessary, before using or sharing it.
• You must not utilize any Output concerning a person for any purpose that could have a legal or material impact on that individual, such as making significant decisions about them.
• A GOOD DAY's Services may provide incomplete, incorrect, or offensive Output that does not necessarily represent A GOOD DAY’s views. If Output references any third-party products or services, it does not imply endorsement or affiliation with A GOOD DAY.

Article 6: User AI Avatar and Content License

6.1. Ownership of Submitted Content

When You submit content to A GOOD DAY's Services, You maintain full ownership rights over that content. A GOOD DAY recognizes and respects your creative contributions and individuality.

6.2. Granting A GOOD DAY a License

However, to facilitate the provision, enhancement, and optimization of the Services, you grant A GOOD DAY a worldwide, non-exclusive, royalty-free license. This license empowers A GOOD DAY to utilize, reproduce, process, adapt, modify, publish, transmit, display, and distribute the content you submit. It is important to note that this license is granted solely for the purpose of improving and customizing the Services to better cater to your individual needs.

6.3. Utilization of the License

This license ensures that A GOOD DAY can incorporate your contributions into the dynamic environment of the Services. Whether it's refining the interactions of your AI Avatar, developing new features, or enhancing overall functionality, this license enables us to continually evolve and tailor the Services to meet your expectations.

6.4. Collaborative Enhancement

By providing A GOOD DAY with the license to your content, you actively participate in the collaborative process of refining and elevating the overall user experience. This collaborative effort, fueled by your input, allows us to create a more personalized, engaging, and effective AI Avatar experience for you and other users.

6.5. Responsible Use of the License

Rest assured, the use of this license is strictly aligned with the purpose of improving the Services and ensuring your satisfaction. A GOOD DAY commits to responsible and ethical utilization of the content license, always keeping your privacy, preferences, and individuality at the forefront of our development endeavors.

6.6. Continuous Innovation

This collaborative license arrangement underscores A GOOD DAY's commitment to continuous innovation and improvement. Your contributions play a vital role in shaping the evolution of the Services, ensuring that your AI Avatar remains dynamic, responsive, and aligned with your unique personality and preferences.

6.7. Termination of License

In the event that you decide to discontinue using A GOOD DAY's Services or deactivate your account, this license will no longer apply. A GOOD DAY respects your autonomy and ensures that your ownership rights are upheld even if you choose to part ways with the platform.

Article 7: Using the Services

7.1. Access and Compliance

Subject to your adherence to these Terms, you are granted the privilege to access and use the Services provided by A GOOD DAY. It is imperative that, in utilizing our Services, you fully comply with all relevant laws, as well as our policy, and any additional guidelines, documentation, or policies that we may furnish to you.

7.2. Prohibited Actions

However, there are certain activities that are strictly prohibited while using our Services. You may not employ our Services for any unlawful, harmful, or abusive purposes. Some examples of prohibited activities include:

• Infringing, misappropriating, or violating the rights of others.
• Modifying, copying, leasing, selling, or distributing any aspect of our Services.
• Attempting or assisting others to reverse engineer, decompile, or unveil the source code or underlying components of our Services, including models, algorithms, or systems.
• Automatically or programmatically extracting data or Output.
• Falsely representing that Output was generated by a human when it was not.
• Disrupting or interfering with the functionality of our Services, attempting to circumvent rate limits or restrictions, or bypassing any protective measures.

7.3. Model Development Limitations

Furthermore, the use of our Output to create models that directly compete with A GOOD DAY's offerings is strictly prohibited. We value fair use and discourage any activity that may undermine the integrity of our Services.

7.4. Mobile Services

Certain features of A GOOD DAY are accessible through mobile devices, offering a range of functionalities such as uploading content, browsing the platform, and utilizing specific features via a dedicated mobile application (collectively referred to as "Mobile Services"). If you opt to use A GOOD DAY on a mobile device, it's important to recognize that your wireless service carrier may impose standard charges, data rates, and additional fees.

By choosing to utilize Mobile Services, you are giving consent to receive communications from A GOOD DAY and associated entities through SMS, MMS, text messages, or other electronic means to your mobile device. It's important to note that certain information related to your usage of the Mobile Services may be transmitted to A GOOD DAY.

7.5. Suspension of Service Provision

In certain circumstances, A GOOD DAY may suspend or interrupt the provision of all or part of the Service without prior notice to users. The following conditions may trigger such suspensions:

• Maintenance and System Updates: Temporary suspension during maintenance inspections or updates to the computer system associated with the Service.
• Force Majeure Events: Interruption in cases where providing the Service becomes challenging due to force majeure events, such as earthquakes, lightning strikes, fires, power outages, or natural disasters.
• Accidental Interruptions: Suspension if a computer, communication line, or other relevant infrastructure experiences an unforeseen stoppage due to an accident.
• Determination of Difficulty: A suspension may occur when A GOOD DAY deems it challenging to provide the service for any other reason.

A GOOD DAY shall not be held liable for any disadvantages or damages incurred by users or third parties as a result of the suspension or interruption of the Service, regardless of the underlying reason. It is acknowledged that such interruptions may be necessary for reasons beyond the control of A GOOD DAY, and users accept this as a condition of using the Services.

7.6. Third-Party Services and Output

Our Services may integrate Third-Party Services, including software, products, or services. Output generated by these Third-Party Services is subject to their specific terms and conditions, and A GOOD DAY holds no responsibility for such Third-Party Services or their associated Output.

7.7. User Feedback

Your feedback is highly valued, and by providing it, you agree that A GOOD DAY may utilize it without constraints or compensation to you. We appreciate your insights as they contribute to the continuous improvement of our Services.

Article 8: Apple App Store And Google Play Store Legal Information

These Terms apply to your use of all the Services, including the iPhone application available via Apple, Inc. (“Apple”) App Store (the “Applications”), and the Android application available via Google, Inc. (“Google”) Play Store (the “Applications”). Additional terms apply to these Applications:

• You and A GOOD DAY acknowledge that these Terms are between you and A GOOD DAY only, not with Apple and Google, and that Apple and Google are not responsible for the Applications.
• The Application is licensed for your private, personal, non-commercial use, subject to this Agreement and the Services' terms.
• You will only use the Application with a device you own or control.
• Apple has no obligation for maintenance or support services for the Application.
• In case of Application failure, notify Apple or Google; their sole warranty obligation is a refund of the purchase price.
• A GOOD DAY, not Apple or Google, is responsible for addressing claims related to the Application.
• In case of intellectual property claims, A GOOD DAY, not Apple or Google, handles investigation, defense, settlement, and discharge.
• You confirm you aren't in a U.S. embargoed country or listed on any U.S. Government list of prohibited parties.
• Comply with any applicable third-party terms affecting the Application.
• Apple and Google are third-party beneficiaries of this Agreement, able to enforce it against you.
• With respect to the Apple-Enabled Software, Apple and its subsidiaries are third-party beneficiaries of these Terms, able to enforce them against you.

Article 9: Payment and Billing Terms

9.1. Billing Information

If you opt for any paid Services, you must furnish accurate billing information, including a valid payment method. For subscriptions requiring periodic renewals, your payment method will be automatically charged at each agreed-upon interval until cancellation. Users are responsible for applicable taxes, and taxes will be charged as required. Failure to complete payment may result in the downgrade of your account or suspension of access until payment is received.

9.2. Cancellation

Paid subscriptions can be canceled at any time. All payments are non-refundable, except where mandated by law. Local laws regarding cancellation rights prevail over these Terms.

9.3. Price Changes

A GOOD DAY reserves the right to modify prices periodically. In the event of a subscription price increase, users will be provided with a minimum of 30 days' notice, and the new pricing will take effect upon the next renewal. Users can choose to cancel if they disagree with the price adjustment.

Article 10: Notifications and Communication

Notifications or contact between the Users and A GOOD DAY shall primarily be conducted through the email address provided by the Users during the registration process. It is imperative for Users to maintain an accurate and current email address registered with A GOOD DAY to ensure the delivery of important notifications and communications.

Unless Users explicitly inform A GOOD DAY of any change in their email address, A GOOD DAY will assume that the currently registered email address is valid. All notices or communications sent to the registered email address will be deemed delivered at the time they are sent.

Users are responsible for promptly updating their email address through the designated channels provided by A GOOD DAY to avoid any disruption in receiving important information and updates.

Article 11: License Agreement and Termination

11.1. License to Use the Services

A GOOD DAY grants users a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to utilize the software integrated into the Services. This license is specifically designed to facilitate users in enjoying and benefiting from the Services, adhering to the terms outlined in this agreement.

The Services are safeguarded by copyright, trademark, and other applicable laws globally. Users are explicitly prohibited from using the A GOOD DAY name, trademarks, logos, domain names, and other distinctive brand features. All proprietary rights related to the Services (excluding user-provided Content) remain the exclusive property of A GOOD DAY and its licensors. Any voluntary feedback, comments, or suggestions users offer are considered a contribution to A GOOD DAY without imposing any obligation on the company.

11.2. Ending These Terms

Users retain the right to terminate their agreement with A GOOD DAY at any time by deactivating their accounts and discontinuing Service use. For instructions, refer to the Privacy Policy for details on data handling.

A GOOD DAY reserves the authority to suspend or terminate user accounts or cease providing all or part of the Services for various reasons. This may include, but is not limited to, violations of these Terms, potential legal risks, prolonged account inactivity, or if the provision of Services is no longer commercially viable. Notification of such actions will be made through the email address associated with the account or upon the user's attempt to access the account.

Article 12: Disclaimers and Limitations of Liability

12.1. Disclaimer Of Warranties

A GOOD DAY'S SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, A GOOD DAY, ITS AFFILIATES, AND LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT. A GOOD DAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, AND DOES NOT GUARANTEE THE SECURITY OR PRESERVATION OF ANY CONTENT.

USERS ACKNOWLEDGE AND AGREE THAT ANY USE OF OUTPUTS FROM A GOOD DAY'S SERVICE IS AT THEIR SOLE RISK, AND THEY SHOULD NOT RELY SOLELY ON THE OUTPUT AS A SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

12.2. Limitation Of Liability:

NEITHER A GOOD DAY NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA. EVEN IF A GOOD DAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

A GOOD DAY'S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS SECTION.

12.3. Legal Jurisdiction

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to users, and they may have additional rights. In that case, these terms only limit A GOOD DAY's responsibilities to the maximum extent permissible in the User's country of residence.

In the event of a dispute arising from or related to this service, the exclusive jurisdictional court shall be the court with jurisdiction over the location of our head office.

Article 13: Dispute Resolution

YOU AND A GOOD DAY AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

a. Mandatory Arbitration: You and A GOOD DAY agree to resolve any claims arising out of or relating to these Terms or our Services (a “Dispute”) through final and binding arbitration. You may opt out of arbitration within 30 days of account creation or within 30 days after any updates to these arbitration terms. If you opt out, the last agreed-upon arbitration terms will apply.

b. Informal Dispute Resolution: Before filing a formal claim, both parties agree to try resolving the Dispute informally. If a resolution is not reached within 60 days, either party may initiate arbitration. Both parties also agree to attend an individual settlement conference if requested during this informal resolution process.

c. Arbitration Forum and Procedures: If the Dispute is not resolved informally, arbitration may be initiated with the appropriate arbitration body determined by A GOOD DAY. The arbitration will be conducted by videoconference or in person, as decided by the arbitrator. A sole arbitrator will oversee the proceedings.

d. Exceptions: Claims brought in small claims court and injunctive relief to stop unauthorized use or abuse of the Services or intellectual property infringement are exempt from informal dispute resolution or arbitration.

e. Class and Jury Trial Waivers: Disputes must be brought on an individual basis only. Class arbitrations, class actions, and representative actions are prohibited. Both parties waive any right to a trial by jury. Batch arbitration may apply under specific conditions.

f. Severability: If any part of these arbitration terms 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 arbitration, this entire dispute resolution section will be unenforceable in its entirety.

Article 14: Copyright Complaints

If you believe that your intellectual property rights have been violated, please send notice to the address below or fill out this form. We may remove or disable content that we believe violates these Terms or is alleged to be infringing and will take appropriate action, including terminating accounts of repeat infringers.

A GOOD DAY

68 Circular Road #02-01 Singapore (049422)

Attn: General Counsel / Copyright Agent

Written claims concerning copyright infringement must include the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest
• A description of the copyrighted work that you claim has been infringed upon
• A description of where the allegedly infringing material is located on our site so we can find it
• 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
• A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf

Article 15: General Conditions

15.1. Assignment

You may not assign or transfer any rights or obligations under these Terms, and any attempt to do so will be void. A GOOD DAY reserves the right to assign its rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.

15.2. Changes to These Terms or Our Services

As part of our ongoing efforts to enhance and optimize our Services, A GOOD DAY may update these Terms or the Services accordingly. Changes may arise due to legal or regulatory requirements, security considerations, unforeseen circumstances beyond our reasonable control, regular development processes, or adaptation to new technologies. A GOOD DAY reserves the right to modify this agreement at any time without prior notice to users. Users who continue to use the Services after changes to this agreement are deemed to have accepted the modified terms.

15.3. Delay in Enforcing These Terms

A GOOD DAY's failure to enforce a provision does not waive the right to do so later. If any portion of these Terms is deemed invalid or unenforceable, that portion will be enforced to the maximum extent permissible, without affecting the enforceability of any other terms.

15.4. Information Controls

Our Services may not be used in, for the benefit of, or exported or re-exported to any embargoed country or territory, or any individual or entity subject to prohibited or restricted dealings under applicable trade laws. The Services may not be used for any end use prohibited by applicable trade laws, and user Input may not include material or information requiring a government license for release or export.

15.5. Entire Agreement

These Terms constitute the entire agreement between users and A GOOD DAY regarding the Services, superseding any prior or contemporaneous agreements, except for any Service-specific terms.

Contact Us

For any questions or concerns not addressed in this Terms of Use, please contact support via support@agoodday.ai.

Thank you for choosing A GOOD DAY. We look forward to enhancing your experience with our AI-based app and making every day A GOOD DAY for you!