These Terms of Service (the “Terms”) are a binding agreement between you and VisionBrain Inc., a Delaware corporation doing business as Daely (“Daely,” “we,” “us,” or “our”), and govern your access to and use of the Daely website, applications, AI chat interface, and related services (together, the “Platform”). Daely operates a hiring platform that connects businesses and individuals seeking to engage talent (each a “Client”) with professionals offering services (each a “Candidate”). Clients and Candidates are together referred to as “Users” or “you.”

By creating an account, accessing, or using the Platform, you agree to these Terms and to our Privacy Policy, Cookie Policy, and Daely Wallet Policy, which are incorporated by reference. If you do not agree, do not access or use the Platform. If you use the Platform on behalf of a company or other legal entity, you represent that you are authorized to bind that entity, and “you” refers to that entity.

Agreement to the Terms

By accessing or using the Platform you accept these Terms on behalf of yourself and any entity you represent, and you agree to comply with all applicable laws and regulations. If you do not agree, you must not use the Platform. We may make certain features subject to additional terms; where additional terms apply, they supplement these Terms, and in the event of a conflict the additional terms control for that feature.

1. Definitions

“Payment Processor” means the payment processing service (for example, a card and bank-transfer processor) that a Client uses to fund a payment, which charges its own processing fee and transmits the funded amount toward the Escrow Account.

“Payment Partner” means our trusted third-party financial infrastructure partner, which provides the Escrow Account, escrow administration, the Daely Wallet, and related banking, verification, and (where applicable) savings and investment infrastructure.

“Escrow Account” means the bank account, provided through the Payment Partner's banking infrastructure, in which funded amounts are held pending release under a Service Contract. Daely does not hold funds in this or any other account.

“Daely Wallet” means the USD-denominated stored-value account made available to Users under the Daely brand and provided through the Payment Partner.

“Service Contract” means the agreement entered into directly between a Client and a Candidate for a specific engagement, evidenced by a Professional Services Agreement and Statement of Work executed through the Platform for that engagement.

“AI Interview” means an automated interview conducted through the Platform in which audio and video are captured and processed to generate a score, as described in Section 5.

“AI Outputs” means AI-generated interview scores, recommendations, transcripts, summaries, and similar assessments produced through the Platform, as described in Section 5.

“User Content” means any content you submit, upload, or display through the Platform, including profile information, portfolio items, service descriptions, messages, and AI Interview recordings.

“Escrow Funds” means amounts funded by a Client and held in the Escrow Account pending release under a Service Contract.

"Service Contract End Date" means, for a Service Contract, the earliest of: (a) for One-Time Escrow and Milestone Escrow, the release of the final scheduled payment under the Service Contract, or the Client's and Candidate's mutual confirmation through the Platform that the engagement is complete, whichever occurs first; (b) for Recurring Payments, the release of the final periodic payment for the agreed term, or an earlier cancellation of the recurring arrangement by either party through the Platform; and (c) termination of the Service Contract by either party under the applicable Professional Services Agreement and Statement of Work, including its termination-for-breach provisions.

“Refunds” means, as applicable, the return of funds held in escrow or otherwise paid by a Client to a Candidate, in whole or in part, in accordance with Section 9A of these Terms, including refunds arising from a Refund Request, a cancellation, or a dispute resolved in the Client's favor under the applicable Platform Services Agreement and Statement of Work ("PSA+SOW") governing the underlying engagement.

"PSA+SOW" means, collectively, the Platform Services Agreement and the accompanying Statement of Work executed between a Client and a Candidate for a specific engagement on the Platform, which together set out the scope, deliverables, milestones, and payment terms for that engagement.

2. Who May Use the Platform

You may use the Platform only if you are at least 18 years old (or the age of majority in your jurisdiction) and able to form legally binding contracts, and are not barred from using the Platform under applicable law. You represent that all registration and profile information you provide is accurate and current, and that you will keep it updated. Candidates represent that they offer services as self-employed independent professionals (or through a business entity), and Clients represent that they are engaging talent for legitimate business purposes. We may refuse, suspend, or revoke access to anyone at any time as permitted by law.

3. Accounts and Registration

To use most features you must create an account and may need to complete identity and other verification performed by Daely, the Payment Partner, or other providers. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account, and you must notify us promptly of any unauthorized use. You may hold only one account unless we agree otherwise. We may condition account creation or continued access on successful verification and on your acceptance of third-party provider terms, including the Payment Partner's.

4. The Platform and Our Role

Daely provides technology that helps Clients and Candidates find one another, communicate (including through an AI chat interface), enter into Service Contracts, and make and receive payments through our Payment Processor and Payment Partner. Daely is a facilitator and technology provider only.

(a)  Daely is not a party to any Service Contract between a Client and a Candidate, does not employ Candidates, and does not supervise, direct, or control the performance of any services.

(b) Daely does not guarantee the quality, legality, safety, or timeliness of any services, the conduct or identity of any User, or that any Client will pay or that any Candidate will perform.

(c) Users are solely responsible for evaluating and selecting one another, for negotiating and performing their Service Contracts, and for their own compliance with applicable law.

(d) Use of the Platform does not create any employment, agency, partnership, or joint-venture relationship between Daely and any User.

5. AI Interviews and AI Outputs

Access to certain features requires completing one or more AI Interviews, and Clients may request additional AI Interviews in connection with a job or application. During an AI Interview, the Platform captures audio and video and processes it to generate a score and related assessment.

(a)  By starting an AI Interview, you consent to the capture and processing of your audio, video, and responses for the purpose of generating your score and assessment and operating the Platform.

(b)  Your AI Interview results and score may be displayed on your public Candidate profile and shown to Clients. You are responsible for the information you choose to provide during an AI Interview.

(c)  Daely does not sell AI Interview data to third parties for profit. AI Interview data is stored in encrypted form and handled as described in our Privacy Policy.

(d)  Informational only; no guarantee of outcome. AI Outputs are provided for informational purposes only and do not constitute a hiring decision, an endorsement, or a guarantee of a Candidate's skills, qualifications, or suitability. Clients are solely responsible for their own hiring decisions, including any reliance on AI Outputs. AI Outputs may not always be accurate or complete and must not be relied upon as professional, legal, tax, or financial advice.

(e)  No guarantee of vetting or future performance. Completion of Daely's AI Interview, screening, or vetting process does not guarantee a Candidate's future performance, conduct, or employment or engagement success, and Daely makes no representation or warranty as to the same.

(f)  Automated scoring may inform, but does not by itself determine, matching or hiring outcomes. Additional rights and disclosures regarding automated processing and any biometric data are set out in our Privacy Policy.

6. Candidate Profiles and User Content

Candidates may create a public profile containing portfolio items, service descriptions, and other information. Profiles and their contents are visible to Clients and, where applicable, the public.

(a)  You are solely responsible for your User Content and represent that you have all rights necessary to post it and that it does not infringe any third-party rights or violate any law.

(b)  You must not post content that is unlawful, fraudulent, misleading, defamatory, obscene, sexually explicit, or otherwise objectionable, or that contains another party's confidential information without consent. Explicit imagery or other violations may result in your account being placed on hold, suspended, or terminated.

(c)  You grant Daely a non-exclusive, worldwide, royalty-free license to host, display, reproduce, and distribute your User Content as necessary to operate, provide, and promote the Platform. Daely does not sell your profile, portfolio, or service data to third parties.

(d)  We may, but are not obligated to, review, moderate, or remove User Content, and may take action on content or accounts that violate these Terms.

7. Hiring and Service Contracts

When a Client engages a Candidate, they enter into a Service Contract directly with each other. For each engagement, the parties will execute a Professional Services Agreement and Statement of Work through the Platform. The Service Contract governs the engagement, including scope, fees, intellectual property, and termination.

(a)  The Candidate is engaged as an independent contractor and not as an employee, agent, or partner of the Client or of Daely. The Client is solely responsible for determining whether its engagement of a Candidate is lawful, including all worker-classification, tax, benefits, and employment obligations under applicable law.

(b)  Daely is not a party to the Service Contract and has no responsibility for its negotiation, performance, or enforcement, except for Daely's and the Payment Partner's limited roles in payment, escrow, and dispute handling described in Sections 8, 9 and 9A, which Daely and the Payment Partner may enforce as third-party beneficiaries.

(c)  Users must not use the Platform to solicit or arrange payment off-platform in order to circumvent Daely's payment, escrow, or fee terms.

8. Payments, Escrow, and Payment Models

When a Client funds a payment, the amount is charged through our Payment Processor and transmitted to the Escrow Account, where it is held pending release. Daely does not hold User funds in its own accounts at any point in this flow; funded amounts are processed by the Payment Processor and held and released from the Escrow Account by the Payment Partner. Once released, amounts are credited to the Candidate's Daely Wallet and may from there be withdrawn to the Candidate's local bank account, as described in Section 10. Payment is administered under one of the following models, as selected by the Users:

(a)  Milestone escrow. The budget is divided into milestones. The Client funds each milestone into the Escrow Account, and the funded amount is released to the Candidate's Daely Wallet upon the Client's approval of that milestone.

(b)  One-time escrow. The Client funds an agreed portion of the total fee into the Escrow Account at the outset (for example, 50%), with the remaining balance funded and released upon completion of the services or as the Users agree.

(c)  Recurring. For ongoing engagements billed weekly, bi-weekly, or monthly, the applicable periodic amount is debited from the Client and held in the Escrow Account in advance of each period and automatically released to the Candidate's Daely Wallet at the end of that period, with the next period's amount debited and held upon release, continuing for the term.

(d)  Funding and release. No amount is payable to a Candidate unless and until it has been funded by the Client, processed by the Payment Processor, and released from the Escrow Account in accordance with the Service Contract. Fees charged by the Payment Processor and the Payment Partner are described in Section 12. Daely may hold, delay, or decline to instruct release where required for verification, compliance, suspected fraud, or a dispute.

(e) Automatic release for non-response. Where a Candidate submits completed work for a milestone or engagement through Daely’s designated work-submission channel on the Platform, and the Client neither approves the release nor raises a dispute regarding that submission within 7 days of submission, the corresponding Escrow Funds will be automatically released to the Candidate’s Daely Wallet. This paragraph applies only to work submitted through Daely’s designated submission process, and does not apply where the Client has raised a dispute or where release has been held under paragraph (d) for verification, compliance, suspected fraud, or another dispute.

(f) Client disputes after automatic release. If, within 15 days after an automatic release under paragraph (e), the Client disputes that release and provides Daely with a genuine, substantiated basis for the dispute, Daely will notify the Candidate of the dispute.

(i) If the Candidate does not respond to the dispute within 7 days of Daely’s notice, the disputed amount will be reversed to the Client.

(ii) If the Candidate responds within that 7-day period, the disputed amount will be placed on hold, and the dispute will be resolved under Section 9, including the mediation process described in Section 9(a), which Daely will endeavour to complete within 30 days.

(iii) Where Daely reasonably determines that the submitted work does not meet the agreed requirements, Daely may, where feasible and with the Client’s agreement, give the Candidate an opportunity to remedy or resubmit the work in place of a reversal.

(iv) Daely’s facilitation of the process described in this paragraph (f) is administrative only, is provided on a best-efforts basis, and does not create any liability for Daely to either User.

(g) Saved payment methods. With your consent, you may save a payment method (such as a card) with our Payment Processor for use in funding payments under these Terms. A saved payment method may be used to fund any of the three payment models described in this Section — One-Time Escrow, Milestone Payments, and Recurring Payments. Saved payment method information is stored and tokenized by our Payment Processor under its own security standards and privacy notice; neither Daely nor our Payment Partner stores your full card or bank account number. You may add, update, or remove a saved payment method at any time through your account settings. Removing a saved payment method does not affect any payment already funded, and where you have a Recurring Payment obligation under a Service Contract, you must provide a valid replacement payment method to avoid disruption to future scheduled payments.

9. Escrow Disputes

If a dispute arises between a Client and a Candidate over services for which Escrow Funds are held, the Users should first attempt to resolve it between themselves. If they cannot, either User may raise a dispute by submitting it through the Platform's designated dispute process, together with a description of the dispute and any supporting information.

(a) Mediation. Once a dispute is raised under this Section, Daely will open a window during which Daely, or a mediator assigned by Daely, and the parties to the dispute will work to resolve the dispute amicably. Daely will act as, or arrange for, a mediator between the Client and the Candidate, including by facilitating direct communication between them. Daely will endeavour to complete this mediation process within 30 days of the dispute being raised, though this period may be extended where reasonably necessary for verification or further information from either User. Mediation is subject to the mediation fees which will be disclosed and shall be paid to Daely by the party raising a dispute, mediation service is offered on a best-efforts basis, does not constitute legal, financial, or other advice, and does not create any liability for Daely.

(b) Other legal remedies. The parties remain open to other legal remedies available to them under applicable law.

(c) Release of funds. Pending resolution of a dispute under this Section, the disputed Escrow Funds will continue to be held in the Escrow Account. Within 7 days after the mediation process under paragraph (a) concludes, Daely or the mediator assigned to the dispute will, after thoroughly reviewing the matter, determine how the disputed Escrow Funds should be released between the Client and the Candidate. This determination does not affect either User's ability to pursue other legal remedies under paragraph (b), and Daely will implement any subsequent mutual agreement, arbitration award, or court judgment that varies its determination.

(d) Daely's role under this Section is limited to mediation and determining the release of Escrow Funds as described above. It does not make Daely responsible for the performance, quality, or outcome of any services, and it does not resolve the Users' underlying legal rights, which remain governed by their Service Contract and applicable law.

9A. Refunds

(a) Refund Request. A Client may request that Daely return all or part of an amount funded under a Service Contract to the Client (a "Refund Request"), whether that amount is (i) held in the Escrow Account and not yet released to the Candidate, or (ii) already released to the Candidate's Daely Wallet. A Refund Request must state the amount and the reason for the request and is submitted through the Platform's designated channel.

(b) Candidate Response. Daely will notify the Candidate of a Refund Request. Within 7 days of that notice, the Candidate may approve or refuse the Refund Request. If the Candidate does not respond within that period, the Candidate is deemed to have approved the Refund Request.

(c) Effect of Approval or Deemed Approval. Where a Refund Request is approved or deemed approved under paragraph (b):

(i) if the disputed amount is held in the Escrow Account, it is returned to the Client and is not released to the Candidate; or

(ii) if the disputed amount has already been released to the Candidate's Daely Wallet, it is debited from the Daely Wallet and returned to the Client.

(d) Candidate Refusal; Client Response. Where the Candidate refuses a Refund Request under paragraph (b), Daely will notify the Client of the refusal. Within 7 days of that notice, the Client may respond to contest the refusal.

(i) If the Client does not respond within that period, the Refund Request lapses: the disputed amount, if held in the Escrow Account, is released to the Candidate, and if already released, remains with the Candidate.

(ii) If the Client responds within that period to contest the refusal, a dispute is raised and is resolved under Section 9 (Escrow Disputes), including its mediation process. Pending resolution, the disputed amount is held in the Escrow Account or placed on hold in the Candidate's Daely Wallet, as applicable.

(e) Interaction with Automatic Release. This Section does not apply to a Refund Request made after an automatic release under Section 8(e); such a request is governed exclusively by Section 8(f). 

(f) Insufficient Funds; Hold or Suspension. Where a User owes a disputed amount under this Section following approval, deemed approval, or a determination under Section 9, and does not pay it — including, in the case of a Candidate, where the Daely Wallet does not hold sufficient funds to satisfy paragraph (c)(ii) — Daely may place the User's account on hold or suspend it under Section 21 (Suspension and Termination) until the disputed amount is paid.

(g) No Effect on Other Rights. This Section does not limit Daely's rights under Section 14 (Account Integrity; Fraud; Sanctions; AML/KYC) or Section 15 (Acceptable Use), including where a Refund Request appears to be made in bad faith or as a pattern of abuse.

(h) Time Period for a Refund Request. A Client may submit a Refund Request under this Section at any time before the Service Contract End Date. A Refund Request submitted after the Service Contract End Date must be submitted within 180 days of that date. This paragraph does not apply to a Refund Request described in paragraph (e), which is instead subject to the time period in Section 8(f).

10. The Daely Wallet

Amounts released to a Candidate are credited to the Candidate's Daely Wallet, a USD-denominated stored-value account provided through the Payment Partner and made available to Users regardless of their country of residence.

(a) Not a bank account. Neither Daely nor the Payment Partner is a bank. The Daely Wallet is a stored-value facility, not a bank or deposit account, and balances are not insured by any deposit-insurance scheme (including the U.S. Federal Deposit Insurance Corporation) except to the extent, if any, expressly provided in writing by the account provider.

(b) Withdrawals, fees, and timing. You may withdraw or transfer funds to an eligible external bank account. Currency-conversion, transfer, and similar fees may apply; these fees are charged by the Payment Partner and are not set or retained by Daely. Amounts you receive may be reduced by such fees and by prevailing exchange rates. Processing and settlement times vary by destination country, currency, and provider and are estimates only (for example, transfers to some countries may typically take a few business days, and longer in others). Daely takes no profit on transfers.

(c) No guarantees. Neither Daely nor the Payment Partner guarantees any particular fee, exchange rate, or delivery time, and neither is liable for delays, rejections, or losses caused by banking partners, payment providers, incorrect details you supply, or circumstances beyond its reasonable control.

(d) Providing and maintaining bank details. To receive funds through the Daely Wallet, you must provide accurate and current bank account details for the destination account described in paragraph (b). You may add, update, or remove your bank account details at any time through your account settings, subject to any verification the Payment Partner may require before a change takes effect. Bank account details are collected, verified, and processed by our Payment Partner as part of the KYC/AML requirements described in Section 14; Daely does not store your full bank account number.

11. Savings and Investment Features

The Daely Wallet may make available optional savings and investment features, including the ability to allocate balances to interest-bearing savings and to invest in U.S. Treasury securities and U.S.-listed equities. These features are provided through the Payment Partner and/or its partners.

(a)  Variable, not guaranteed. Any advertised interest rate (including any rate of 3.18% per annum) is variable, is not guaranteed, and may change at any time without notice. Interest accrual may be reduced or affected by withdrawals.

(b)  Investment risk. Investment features involve risk, including possible loss of principal. Any statement that an instrument is “backed by the U.S. government” or offers “security” describes only the nature of the underlying instrument and is not a guarantee against loss. Amounts allocated to savings or investment features are not bank deposits, are not insured against loss, and are not obligations of, or guaranteed by, Daely or the Payment Partner.

(c)  No advice; your responsibility. Neither Daely nor the Payment Partner provides investment, financial, legal, or tax advice, and nothing on the Platform is a recommendation. You are solely responsible for your investment decisions and for any resulting gains or losses, and for all taxes on interest, gains, or other amounts you earn.

(d)  Availability. Availability of the Daely Wallet and of any savings or investment feature is subject to eligibility, applicable law, and the account and product providers' terms, and may not be available in all jurisdictions.

12. Fees

(a) Client Hiring Commission. Daely charges Clients a commission on the total value of a successful hire, payable at the time of hire as described in the table below, calculated on a flat basis according to the following tiers, with the applicable rate determined by which tier the total hire value falls into and applied to the entire hire value:

Total Hire Value

Commission Rate

$0.01 – $500.00

15%

$500.01 – $2,000.00

12%

$2,000.01 – $10,000.00

8%

$10,000.01 – $99,999.99

5%

$100,000.00 and above

3%

Candidates do not pay this commission.

(b)  Free for Candidates. Use of the Daely platform is free for Candidates, except for the wallet-related pass-through fee described below and any third-party payment, currency-conversion, or transfer fees.

(c)  Wallet monthly fee. A fee of US$10 applies for any month in which a Daely Wallet processes at least one transaction. This fee reflects the cost charged by the Payment Partner for global banking and transaction services; Daely does not collect any portion of it. Wallets with no transactions in a given month are not charged.

(d)  No revenue from wallet, savings, investment, or FX. Daely does not earn any revenue from the Daely Wallet, savings features, investments, payment transfers, currency-conversion spreads, or payment processing. Any such fees or spreads are charged by the Payment Processor, the Payment Partner, or their respective partners.

(e)  Future fees. Daely may in the future introduce platform subscription fees or additional paid features for Clients. If we do, we will describe the applicable fees before you are charged.

(f)  Taxes. You are responsible for all taxes associated with your use of the Platform and with amounts you earn or pay, other than taxes on Daely's net income. Daely does not withhold taxes unless required by law.

13. Account Deletion and Data

You may delete your account at any time through the Platform or by contacting support@daely.ai.

(a)  If your Daely Wallet has no balance, your account and associated data will be deleted, subject to any retention required by law or by the Payment Partner for its records.

(b)  If your Daely Wallet holds a balance, you must first withdraw or transfer all funds so that the balance is US$0 before your account can be deleted. Our support team can assist at support@daely.ai.

(c)  Certain data may be retained after deletion where required for legal, tax, accounting, fraud-prevention, or backup purposes, as described in our Privacy Policy.

14. Account Integrity; Fraud; Sanctions; AML/KYC

(a)  Suspension for abuse. Daely may suspend, restrict, or terminate your access to the Platform, with or without notice, where Daely reasonably believes your account is involved in fraud, identity misuse, a violation of sanctions or export-control law, suspicious or unauthorized payment activity, or other abuse of the Platform or the Daely Wallet.

(b)  AML/KYC. You will provide identity, business, and payment information reasonably requested by Daely or the Payment Partner to comply with anti-money-laundering, know-your-customer, sanctions, and similar laws. Daely and the Payment Partner may delay, suspend, or decline to process a payment or release of Escrow Funds where necessary to complete such verification or as otherwise required by law, and neither is liable for the resulting delay.

15. Acceptable Use

You agree not to, and not to enable others to:

(a)  violate any law or third-party right, or use the Platform for any fraudulent, deceptive, or unlawful purpose;

(b)  circumvent the Platform's payment, escrow, or fee mechanisms, including by arranging or accepting off-platform payment for engagements initiated on the Platform;

(c)  post prohibited or infringing content, impersonate any person, or misrepresent your identity, affiliation, skills, or eligibility;

(d)  interfere with, disrupt, probe, or attempt to gain unauthorized access to the Platform or its systems, or scrape or harvest data except as expressly permitted;

(e)  use the Platform to send spam or unsolicited solicitations, or to recruit Users off-platform in violation of these Terms; or

(f)  misuse the AI chat, AI Interviews, or other AI features, including by submitting false information or attempting to manipulate scores or outputs.

16. Intellectual Property

The Platform and all associated software, models, text, and design are owned by Daely or its licensors and are protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform for its intended purpose. You may not copy, modify, reverse engineer, resell, or create derivative works of the Platform. If you provide feedback or suggestions, you grant Daely a perpetual, royalty-free right to use them without restriction or compensation.

17. Third-Party Services

The Platform relies on third-party providers, including our Payment Processor and Payment Partner for payment, escrow, and wallet services, and other providers for verification and AI features. Your use of these features may be subject to the providers' own terms and privacy policies, which you agree to as applicable. Daely is not responsible for the acts, omissions, or products of third-party providers, and the wallet, savings, and investment features are provided and managed by the Payment Partner and/or its partners, not by Daely.

18. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DAELY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY USER WILL PERFORM OR PAY.

DAELY IS NOT A PARTY TO SERVICE CONTRACTS, IS NOT AN EMPLOYER, BANK, BROKER-DEALER, OR INVESTMENT ADVISER, AND DOES NOT PROVIDE FINANCIAL, INVESTMENT, LEGAL, OR TAX ADVICE. DAELY DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF USERS AND THIRD-PARTY PROVIDERS AND FOR OUTCOMES OF ANY ENGAGEMENT, WALLET ACTIVITY, OR INVESTMENT.

Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DAELY AND ITS AFFILIATES AND PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, GOODWILL, INVESTMENT VALUE, INTEREST, OR ANTICIPATED RETURNS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DAELY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES DAELY ACTUALLY RECEIVED FROM YOU IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$100. THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN.

20. Indemnification

You will indemnify, defend, and hold harmless Daely and its affiliates, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your use of the Platform, your User Content, any Service Contract you enter into (including any worker-classification, tax, or employment claim), your violation of these Terms or applicable law, or your violation of any third-party right.

21. Suspension and Termination

(a) General right to suspend or terminate. We may suspend or terminate your access to the Platform at any time, with or without notice, if we believe you have violated these Terms or applicable law, or to protect the Platform, Users, or third parties.

(b) Grounds for suspension. Without limiting paragraph (a), and in addition to the circumstances described in Section 14(a), Daely may suspend an account where Daely reasonably believes any of the following has occurred:

(i)  directing a Client or Candidate to take an engagement off-Platform, or otherwise arranging or accepting payment outside the Platform, to avoid Daely's hiring commission or other fees, contrary to Section 7(c) and Section 15(b);

(ii)  attempting or making a payment through a method not authorized by Daely, including a channel other than the Payment Processor and Payment Partner described in Section 8;

(iii)  using the Platform to arrange, perform, or pay for illegal work or services, or other unlawful, fraudulent, or deceptive activity;

(iv)  unresolved or repeated money disputes between a Client and a Candidate, including disputes referred to Daely under Section 9;

(v) a bank chargeback, payment reversal, or similar reversal initiated against Daely, the Payment Processor, or the Payment Partner;

(vi)  suspected fraud, identity misuse, sanctions or export-control violations, or suspicious or unauthorized payment activity, as described in Section 14(a);

(vii)  failure to complete anti-money-laundering, know-your-customer, or other verification reasonably requested under Section 14(b);

(viii)  posting prohibited content or otherwise violating Section 6 or Section 15; or

(ix)  any other violation of these Terms or applicable law, or conduct that Daely reasonably believes puts the Platform, Users, or third parties at risk.

(c)  Suspension procedure and timeline. Where an account is suspended, Daely will, where feasible and not prohibited by law or a compliance requirement, notify the affected User of the general reason for the suspension and any information or action needed to resolve it. Daely will endeavor to complete its review and resolve the suspension — by reinstatement, continued suspension, or termination — within [15] business days of the suspension taking effect. This period may be extended where the matter involves outstanding AML/KYC verification, a pending legal or regulatory process, a bank chargeback, or a dispute requiring resolution under Section 9, in which case Daely will endeavor to keep the affected User reasonably informed. Suspension of an account does not affect a User's obligations under any existing Service Contract, and Escrow Funds held at the time of suspension continue to be governed by Section 9 and Section 9A.

(d)  You may stop using the Platform and delete your account at any time as described in Section 13. Termination does not relieve you of obligations that arose before termination, including obligations under any Service Contract.

(e)  Survival. Provisions that by their nature should survive termination — including those concerning payments and escrow, the Daely Wallet, fees, account integrity, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution — will survive.

22. Dispute Resolution; Arbitration; Class-Action Waiver

Please read this Section carefully. It requires most disputes between you and Daely to be resolved by binding individual arbitration, and waives your right to a jury trial and to participate in class actions, except where prohibited by law.

(a)  Informal resolution. Before starting arbitration, you agree to first contact us at support@daely.ai and attempt to resolve the dispute informally for at least 30 days.

(b)  Binding arbitration. Any dispute arising out of or relating to these Terms or the Platform that is not resolved informally will be resolved by binding arbitration administered by International Centre for Dispute Resolution ("ICDR") under its International Dispute Resolution Procedures then in effect, seated in Wilmington, Delaware, conducted by a single arbitrator, except that either party may bring qualifying claims in small-claims court or seek injunctive relief to protect intellectual property.

(c)  Class-action waiver. You and Daely agree to bring claims only in an individual capacity and not as a plaintiff or class member in any class or representative proceeding. The arbitrator may not consolidate claims or preside over any class proceeding.

(d)  Opt-out. You may opt out of this arbitration provision by sending written notice to support@daely.ai within 30 days of first accepting these Terms, stating your name and intent to opt out.

(e)  Non-U.S. Users. The arbitration and class-waiver terms in this Section apply only to the extent permitted by applicable law and may not apply to Users outside the United States.

(f)  Escrow disputes. Disputes over the allocation or release of Escrow Funds are handled first under Section 9, including its escalation path, before this Section applies.

23. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, and, for arbitration, by the U.S. Federal Arbitration Act 1925. Any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in Wilmington, Delaware and you consent to their jurisdiction and venue.

24. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will post the updated Terms on the Platform and update the “Last updated” date, and may provide additional notice. Your continued use of the Platform after the changes take effect constitutes acceptance. If you do not agree to the changes, you must stop using the Platform.

25. General

(a)  Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy, Daely Wallet Policy, User Agreement and any additional terms, are the entire agreement between you and Daely regarding the Platform and supersede prior agreements on that subject.

(b)  Assignment. You may not assign these Terms without our consent; Daely may assign them freely.

(c)  Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

(d)  No waiver. Our failure to enforce any provision is not a waiver of it.

(e)  Force majeure. Daely is not liable for any delay or failure due to causes beyond its reasonable control.

(f)  Third-party beneficiaries. The Payment Partner is an intended third-party beneficiary of the provisions of these Terms that concern payment, escrow, the Daely Wallet, and savings and investment features, and may enforce them. Except as stated, these Terms create no third-party beneficiary rights.

(g)  Notices. We may provide notices to you through the Platform or by email. You may contact us as set out in Section 26.

26. Contact

VisionBrain Inc. (dba Daely)

Email: support@daely.ai