Terms of Service

1. Definitions

• "Dayda" refers to Dayda Inc., the operator of the data marketplace platform.
• "Platform" refers to the Dayda website, marketplace, and all related services.
• "Buyer" means any person or entity that uses the Platform to browse, evaluate, or purchase datasets.
• "Seller" means any person or entity that lists or offers datasets for sale through the Platform.
• "Dataset" means any data, information, or content listed or exchanged through the Platform.
• "User" means any person or entity that accesses or uses the Platform, including Buyers, Sellers, and visitors.
• "Data Purchase Agreement (DPA)" means the separate binding agreement executed between Buyer and Seller for each transaction, which incorporates these Terms by reference.

2. Acceptance of Terms

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

We may modify these Terms at any time. Material changes will be communicated by posting the updated Terms on this page with a new "Last updated" date. Continued use of the Platform after changes constitutes acceptance of the new Terms.

3. Eligibility

To use the Platform, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction).
• Have the legal capacity to enter into binding contracts.
• Not be barred from receiving services under applicable law.
• Not be listed on any U.S. government restricted-party list.
• Provide accurate, current, and complete information when required.

4. Platform Services

Dayda provides a managed marketplace platform that facilitates transactions between Sellers of proprietary datasets and Buyers seeking AI training data. Dayda's services include:

• Vetting and verifying data provenance and legal ownership.
• Listing and marketing datasets to qualified Buyers.
• Facilitating NDA execution and sample data sharing.
• Negotiating and documenting Data Purchase Agreements.
• Handling secure data transfer and payment processing.

Dayda is not a party to the data license between Buyer and Seller. Dayda facilitates the transaction but does not itself sell, license, or transfer ownership of datasets. The contractual relationship for each data transaction is directly between Buyer and Seller, governed by the executed Data Purchase Agreement.

5. Seller Terms

5.1 Eligibility to List

To list a Dataset on Dayda, you must:

• Be the lawful owner of the Dataset or have all necessary rights to license it.
• Have obtained all necessary consents from data subjects (if the Dataset contains personal data).
• Ensure the Dataset does not infringe on any third-party intellectual property rights.
• Ensure the Dataset complies with all applicable laws and regulations.

5.2 Representations and Warranties

By listing a Dataset, you represent and warrant that:

• You have clear, unencumbered title to the Dataset and the right to license it.
• The Dataset was collected with appropriate consent or lawful basis where required.
• The Dataset does not contain personal data of minors (under 13) without COPPA-compliant consent.
• The Dataset is accurately described in your listing.
• The Dataset does not contain malware, viruses, or malicious code.
• The Dataset does not contain trade secrets or confidential information of third parties.

5.3 Listing Process

All listings are subject to Dayda's vetting process, which includes:

• Legal provenance review by Dayda's data attorney.
• Quality spot-check and PII/compliance screening.
• Standardized metadata documentation and quality scoring.

Dayda reserves the right to reject any listing at its sole discretion. Listings that cannot be legally cleared will not go live.

5.4 Commission and Fees

Dayda charges a commission on closed transactions, as described on our Pricing page. There are no upfront fees for listing. Seller payment terms, including commission rates and payout schedules, are documented in the Seller Agreement provided during onboarding.

6. Buyer Terms

6.1 Buyer Qualifications

Buyers must provide accurate company information and intended use case when expressing interest in a Dataset. Dayda reserves the right to verify Buyer credentials and reject any Buyer.

6.2 NDA and Sample Access

Before accessing any sample data, Buyers must execute Dayda's standard Non-Disclosure Agreement (NDA). Sample data is provided for evaluation purposes only and may not be used for any other purpose, including model training, without a fully executed Data Purchase Agreement.

6.3 Purchase Commitments

Submitting an offer or expressing interest in a Dataset does not constitute a binding commitment. Binding purchase obligations arise only upon execution of a Data Purchase Agreement.

7. Intellectual Property

Dayda's Platform, including its design, text, graphics, logos, and software, is owned by Dayda and protected by intellectual property laws. You may not reproduce, modify, distribute, or create derivative works of the Platform without our express written permission.

Datasets listed on the Platform remain the property of their respective Sellers or licensors. Dayda does not acquire ownership of any Dataset listed on the Platform.

8. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Using the Platform for any illegal purpose or in violation of any applicable law.
• Listing data that you do not have the legal right to license or transfer.
• Listing data containing personally identifiable information (PII) without proper consent or de-identification.
• Listing data obtained through unauthorized web scraping or other unlawful means.
• Uploading or transmitting malware, viruses, or malicious code.
• Interfering with the operation of the Platform or other users' access.
• Attempting to circumvent Dayda's commission or fee structure.
• Impersonating any person or entity or misrepresenting your affiliation.
• Using the Platform to contact users for purposes unrelated to legitimate marketplace transactions.
• Engaging in any activity that could harm Dayda's reputation or business.

Our full Acceptable Use Policy is available here.

9. Disclaimers

The Platform and all services are provided "as is" and "as available" without warranties of any kind, either express or implied. Dayda specifically disclaims:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Warranties that the Platform will be uninterrupted, error-free, secure, or free from viruses.
• Warranties regarding the accuracy, completeness, or quality of Datasets listed on the Platform.
• Warranties regarding the legal compliance of any Dataset, beyond Dayda's vetting process.

Dayda conducts reasonable vetting of listed datasets, but Dayda does not guarantee the accuracy, completeness, or legal compliance of any Dataset. Buyers are responsible for conducting their own due diligence during the sample review period.

10. Limitation of Liability

To the maximum extent permitted by law, Dayda, its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Platform, including but not limited to lost profits, lost data, or business interruption.

Dayda's total liability for any claim arising out of or relating to these Terms or the Platform shall not exceed the greater of $100 or the total fees paid by you to Dayda in the 12 months preceding the claim.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, Dayda's liability is limited to the greatest extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Dayda, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Platform in violation of these Terms.
• Your listing, sale, or licensing of any Dataset that infringes third-party rights or violates applicable law.
• Your breach of any representation or warranty made under these Terms.
• Any dispute between you and another user of the Platform.

12. Termination

Dayda reserves the right to suspend or terminate your access to the Platform at any time, with or without cause, including if you violate these Terms. Upon termination:

• Your right to access the Platform immediately ceases.
• Any pending transactions may be cancelled.
• Sections 9, 10, 11, 12, 13, and 14 shall survive termination.

If you wish to terminate your account, contact us at hello@dayda.co.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules. The arbitration shall be held in San Francisco, California. Each party shall bear its own legal fees, and the arbitrator shall not award punitive damages.

Notwithstanding the foregoing, Dayda may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

14. Miscellaneous

• Entire agreement: These Terms, together with the Privacy Policy, Data Policy, and any executed Data Purchase Agreement, constitute the entire agreement between you and Dayda.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure to enforce any right or provision of these Terms does not constitute a waiver.
• Assignment: You may not assign your rights or obligations under these Terms without Dayda's written consent. Dayda may assign its rights and obligations freely.
• No agency: Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Notices: All legal notices must be sent to hello@dayda.co or to Dayda's registered address, which will be provided upon request.

15. Contact

Email: hello@dayda.co
Website: dayda.co