This Daely User Agreement (this “Agreement”) is the agreement between you and VisionBrain Inc., a Delaware corporation doing business as Daely (“Daely,” “we,” “us,” or “our”), that governs your access to and use of the Daely hiring platform (the “Platform”) as a Client, a Candidate, or both (together, “Users,” “you”).

1. What This Agreement Is

This Agreement consists of this document together with the following, each of which is incorporated into this Agreement by reference:

1. the Daely Terms of Service, which sets out the substantive rules for using the Platform, including eligibility, AI Interviews, hiring and Service Contracts, payments and escrow, the Daely Wallet, fees, account integrity, acceptable use, dispute resolution, and governing law;

2. the Daely Privacy Policy, which describes how we collect, use, and share your personal data;

3. the Daely Cookie Policy, which describes the cookies and similar technologies used on the Platform; and

4. the Daely Wallet Policy, which describes the Daely Wallet and any savings or investment features Daely may make available through it.

We refer to these together as the “Platform Policies.” By creating an account, or by accessing or using the Platform, you accept this Agreement and each of the Platform Policies. If you do not agree, do not access or use the Platform.

2. Order of Precedence

This Agreement and the Platform Policies are intended to be read together and, wherever possible, applied consistently with one another. If there is a direct conflict between this Agreement and a Platform Policy on a specific point, the Platform Policy that specifically addresses that point governs for that point.

3. Who May Accept This Agreement

You may accept this Agreement only if you are at least 18 years old (or the age of majority in your jurisdiction), are able to form legally binding contracts, and are not barred from using the Platform under applicable law, as further described in Section 2 of the Terms of Service. If you accept this Agreement 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.

4. Daely's Role

Daely provides the technology platform that connects Clients and Candidates and facilitates communication, hiring, and payments between them, as described in Section 4 of the Terms of Service. Daely is not an employer, payment institution, escrow provider, bank, broker-dealer, or investment adviser. Funds are processed through our Payment Processor and held and released through our Payment Partner, as described in Sections 8 through 11 of the Terms of Service and in the Wallet Policy; Daely does not hold User funds in its own accounts at any point.

5. Engagements Between Users

When a Client engages a Candidate, they enter into a Service Contract directly with each other, evidenced by a Professional Services Agreement and Statement of Work executed through the Platform, as described in Section 7 of the Terms of Service. Daely is not a party to that Service Contract, except for Daely’s and the Payment Partner’s limited roles in payment, escrow, and dispute handling described in Sections 8 through 10 of the Terms of Service.

6. Changes to This Agreement and the Platform Policies

We may update this Agreement and the Platform Policies from time to time, as described in Section 24 of the Terms of Service. We will notify you of material changes as described there, and your continued use of the Platform after a change takes effect constitutes your acceptance of it.

7. Electronic Communications and Signatures

You consent to receive communications from Daely electronically, and agree that your electronic acceptance of this Agreement, and any electronic signature you provide through the Platform (including in connection with a Service Contract), is valid and binding to the same extent as a handwritten signature.

8. Entire Agreement

This Agreement, together with the Platform Policies and any Service Contract you enter into, constitutes the entire agreement between you and Daely regarding your use of the Platform, and supersedes any prior agreements between you and Daely on that subject. The general provisions of the Terms of Service — including Section 22 (Dispute Resolution; Arbitration; Class-Action Waiver), Section 23 (Governing Law), and Section 25 (General) — apply to this Agreement as if fully set out here.

9. Contact

Questions about this Agreement can be directed to [support@daely.ai], as described in Section 26 of the Terms of Service.