DAYDIALS TERMS OF USE

Updated May 22'nd, 2015

THESE TERMS OF USE (THESE "TERMS OF USE") DEFINE THE RELATIONSHIP BETWEEN DAYDIALS, INC. (THE "COMPANY", "WE", "US" OR "OUR") AND YOU, THE PERSON DOWNLOADING OR USING THE DAYDIALS MOBILE APPLICATION (THE "APPLICATION") AND REGISTERING FOR OUR SERVICES ("YOU" OR "YOUR"). YOU MAY USE THE APPLICATION ONLY IF YOU CAN FORM A BINDING CONTRACT WITH US AND ARE NOT A PERSON BARRED FROM USING THE APPLICATION UNDER THE LAWS OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. IF YOU CANNOT CONFIRM THE FOREGOING, THEN YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT DOWNLOAD OR USE THIS APPLICATION. YOU MAY USE THE APPLICATION ONLY IN COMPLIANCE WITH THESE TERMS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS.

Binding Arbitration

ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THESE TERMS OF USE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE SECTION TITLED "BINDING ARBITRATION AND APPLICABLE LAW" BELOW. PLEASE READ THE SECTION TITLED "BINDING BILATERAL ARBITRATION AND APPLICABLE LAW" CAREFULLY.

Agreement with Respect to Terms of Use

These Terms of Use constitute a legally binding agreement between us and you. You acknowledge that you have read these Terms of Use, and accept, understand and will be bound by such terms and conditions. You further acknowledge that these Terms of Use, together with the Privacy Policy (defined below) and terms governing any individual section of the Application, represent the complete and exclusive agreement between us, and supersede any proposal or prior agreement oral or written, and any other communications between us relating to the Application.

We may amend these Terms of Use at any time by posting the revised Terms of Use on the Application. We may terminate these Terms of Use at any time by suspending or terminating access to the Application and/or notifying you. You can see when these Terms of Use were last revised by referring to the “Updated” legend above. Your continued use of the Application after we have posted revised Terms of Use signifies your acceptance of such revised Terms of Use. No amendment or modification of these Terms of Use will be binding unless in writing and signed by our duly authorized representative or posted to the Application by our duly authorized representative.

End User License Agreement

The use of the Dials App is governed by the following end user license agreement. By downloading and using the mobile app, you acknowledge that this end user license agreement is between you and DayDials, not Apple, and that DayDials, not Apple, is solely responsible for the App.

Registration and Privacy

To register with us and use the Application, we require that you provide your name and email address (collectively, your "Account Information") and select a password. We are committed to your privacy, and our privacy policy (the "Privacy Policy" http://www.dialsapp.com/privacy.html), the terms of which are incorporated herein, explains how we use, store and protect your Account Information and other information you provide to us.

You are solely responsible for maintaining the confidentiality of your password. You must notify us immediately of any unauthorized use of your Account Information or the Application.

Use and Restrictions

All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork and computer code, including but not limited to design, structure, "look and feel" and arrangement of the content available on the Application (collectively, "Application Content") is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

The Application is licensed, not sold. The Application Content and the Application, and all related intellectual property, are solely and exclusively owned by us and/or our licensors and suppliers. We grant you a personal, limited, nontransferable license to download, display and use the Application strictly in accordance with these Terms of Use. This license does not allow you to use the Application on any device that you do not own or control, and you may not distribute or make an Application available over a network where it could be used by multiple devices at the same time. You may not copy, reproduce, republish, post, publicly display, translate or distribute the Application or Application Content in any way. We grant you no license by implication or estoppel, and reserve all rights not expressly granted in these Terms of Use. The license granted to you pursuant to these Terms of Use is solely for your personal use (but not for resale or redistribution) as a user of the Application, and may not be used for any other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the Application Content and user interface made available from, on or through the Application. You have no right or claim of right to the Application Content or any unique ideas found on the Application.

You may not use the Application for illegal or unlawful or malicious activities or for activities that we deem improper for any reason whatsoever in our sole judgment. While using the Application you may not: (a) access or use (or attempt to access or use) another user’s account without permission, or solicit another user’s login information; (b) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (c) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Application; (d) “frame” or “mirror” any portion of the Application; (e) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Application; (f) harvest or collect information about or from other users of the Application; (g) use the Application for any illegal activity; (h) probe, scan or test the vulnerability of the Application, nor breach the security or authentication measures on the Application or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Application; (i) access or use any portion of the Application Content if you are a direct or indirect competitor of the Company, or provide, disclose or transmit any portion of the Application Content to any direct or indirect competitor of the Company; (j) use or distribute any Application Content to directly or indirectly create or contribute to the development of any database or product; or (k) facilitate or encourage any violations of this Section.

The Application contains links to other independent third-party web sites and applications (in all cases "Linked Sites"). These Linked Sites are provided solely as a convenience so that you can take advantage of additional services and features that are compatible with our services. Such Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of third party web sites, including, without limitation, Linked Sites and websites linking to the Application. You should review applicable terms and policies, including privacy and data gathering practices, of third party web sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Warranties, Disclaimers and Limitations of Liability

You represent and warrant to us that (a) all information, including, without limitation, Account Information, that you provide to us is accurate and truthful, (b) you have the authority to share Account Information with us and to grant us the right to use Account Information as provided in these Terms of Use and Privacy Policy and (c) your use of the Application pursuant to these Terms of Use does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound.

Warranties, Disclaimers and Limitations of Liability

ALTHOUGH WE MAKE EFFORTS TO PROVIDE AN ACCURATE APPLICATION, THE APPLICATION AND ALL PARTS THEREOF ARE PROVIDED "AS IS", "WITH ALL FAULTS", AND "AS AVAILABLE". THE COMPANY AND ITS LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WITH RESPECT TO THE APPLICATION AND ANY INFORMATION OR DATA WE PROVIDE TO YOU, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4) THAT ACCESS TO OR USE OF THE APPLICATION OR APPLICATION CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE AND (5) THAT INFORMATION THAT WE COLLECT AND STORE ABOUT YOU AND YOUR USE OF THE APPLICATION WILL BE ABLE TO BE REPRODUCED OR PROVIDED TO YOU AT ANY LATER DATE. ANY RELIANCE UPON THE APPLICATION IS AT YOUR OWN RISK. YOU ARE RESPONSIBLE FOR MAINTAINING BACKUP COPIES OF ALL INFORMATION YOU STORE WITHIN THE APPLICATION, AND WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA.

Your reliance upon the Application and your interactions with third parties through the Application is SOLELY AT YOUR OWN RISK. The Application may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices and electronic communications and mail delivery systems. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Application, or any portion thereof; and (2) to interrupt the operation of the Application, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes, or to comply with laws.

Limitations of Liability

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE APPLICATION, WITH THE DELAY OR INABILITY TO ACCESS OR USE THE APPLICATION OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES RELATED TO THE APPLICATION, OR FOR ANY CONTENT, SOFTWARE, PRODUCTS AND SERVICES MADE AVAILABLE OR OBTAINED THROUGH THE APPLICATION, OR OTHERWISE ARISING OUT OF THE USE OF THE APPLICATION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY SERVICES OR CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF THE APPLICATION, AND ALL OTHER USE OF THE APPLICATION, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS THEREFROM.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APPLICATION, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING AND UNINSTALL THE APPLICATION.

Indemnification

You will indemnify and hold the Company and its Affiliates harmless with respect to any suits or claims arising out of (i) your breach of these Terms of Use; (ii) your fraudulent or malicious use of the Application or your misuse or abuse of the Application or (iii) your violation of applicable laws, rules or regulations in connection with your use of the Application. YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE APPLICATION OR USE OF THE APPLICATION BY ANY OTHER INDIVIDUAL UNDER YOUR ACCOUNT.

Binding Bilateral Arbitration and Applicable Law (Continued from Section titled "Binding Arbitration" above)

This arbitration agreement is intended to be broadly interpreted and includes claims, controversies or disputes arising out of or relating to the Terms of Use or any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, all of which shall be considered within the meaning of "dispute" herein.

WAIVER OF CLASS-WIDE PROCEEDINGS: You agree that, by entering into these Terms of Use, you and the Company are each waiving the right to participate in a class action or class arbitration. Each party to this agreement agrees and covenants that it will not initiate any class-wide proceedings, including class actions or class arbitrations, against another party, and will not act as a class representative or class member. This provision constitutes an agreement that any dispute will be resolved exclusively on a bilateral basis between the parties, with each party acting in his/her/its individual capacity. Further, unless both parties agree otherwise, the Arbitrator (defined below) may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The Arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason this prohibition on class arbitration is not or cannot be enforced, then the agreement to arbitrate will not apply.

Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the office of JAMS (“JAMS”) in San Diego, California or in the office nearest to the county (or parish) of your registration address in accordance with JAMS’s then-existing Comprehensive Arbitration Rules & Procedures. The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages—the right to all of which you hereby waive. Each party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.

Notwithstanding the JAMS Comprehensive Arbitration Rules and Procedures, the foregoing or any other provision of these Terms of Use (including this arbitration agreement), any disagreement or dispute concerning arbitrability (whether a particular dispute is arbitrable) or the scope of this arbitration agreement shall be resolved by the United States District Court for the federal district in which you reside. If that United States District Court lacks subject matter jurisdiction, then any such disagreement or dispute shall be resolved by the state court of general jurisdiction embracing the area in which you reside. By way of example only (and not by limitation), if the parties do not agree on whether a particular dispute is subject to arbitration under this arbitration agreement, the proper tribunal to decide such dispute is the United States District Court (for the appropriate district, as provided above) or, absent subject matter jurisdiction in that United States District Court, in the appropriate state court (as described above). The arbitrator shall stay all arbitration proceedings pending a decision from the appropriate court on disputes under this paragraph. The Arbitrator shall follow, adhere to and defer to the decision, order, decree or judgment of the court following the court’s decision of any such dispute under this paragraph. Any action, award or partial award of the Arbitrator in contravention of this limitation may be the subject of court appeal by the aggrieved party. No other aspect of any ruling by the Arbitrator shall be appealable, and all other aspects of the Arbitrator’s ruling shall be final and non-appealable, except as set forth herein.

This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act ("FAA") governs its interpretation and enforcement. This agreement to arbitrate shall survive termination of the Terms of Use. To the extent they do not conflict with the FAA, these Terms of Use are otherwise governed by the laws of the State of California without regard to conflicts of laws principles. Access or use of the Application is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms of Use or accessing or using the Application. The Company’s performance under these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of the Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Application or information provided to or gathered by the Company with respect to such use.

Interpretation

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall continue in effect. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Except as otherwise specified in these Terms of Use, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to us must be sent in writing to the following address: 8923 W Sunset blvd, West Hollywood, CA 90069, and notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. We may assign our rights and privileges under these Terms of Use (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Intellectual Property Rights

The design of the App, along with DayDials created text, templates, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to DayDials, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. DayDials reserves all rights not expressly granted in and to the Service and the Site. You agree to not engage in the use, copying, or distribution anything contained within the Site or Service unless we have given express written permission.

COPPA Compliance

DayDials and its Services may only be used by persons 13 years or older. If you are under 13 please stop using our App, and do not submit any information to us.

Term and Termination

The term of these Terms of Use will continue for as long as you access and use the Application. Sections titled "Content," "Warranties, Disclaimers and Limitations of Liability," "Applicable Law and Jurisdiction," "Interpretation," and "Indemnification," and this Section shall survive any termination or expiration of these Terms of Use.

California Users and Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Yeloha must be addressed to our agent for notice and sent via certified mail to support@dialsapp.com. Lastly, California users are also 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 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Questions? Contact us at info@dialsapp.com