These Terms of Service (the "Agreement") govern your access to and use of the products and services provided by CrashLabs AI Inc., operating as Sunday ("Sunday," "we," "us," or "our"), including the Sunday platform, the website located at callsunday.com (the "Website"), and any related applications, integrations, and services (collectively, the "Service").

By executing an Order Form that references this Agreement, by signing up for an account, or by accessing or using the Service in any way, you (the "Customer," "you," or "your") agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this Agreement. If you do not agree to this Agreement, you may not access or use the Service.

Sunday may update this Agreement from time to time. We will indicate updates by revising the "Last Updated" date above. For material changes, we will provide notice through the Service or by email at least thirty (30) days before the change takes effect. Your continued use of the Service after the effective date of any update constitutes acceptance of the revised Agreement.

1. Definitions

The capitalized terms used in this Agreement have the following meanings.

"Authorized Users" means the employees, contractors, and agents of Customer who are authorized by Customer to access and use the Service on Customer's behalf.

"Customer Data" means all data, content, and information that Customer or its Authorized Users submit to, upload to, or generate through the Service, including member communications processed through the Service, member profiles, call recordings, transcripts, and any related metadata.

"Data Processing Addendum" or "DPA" means the data processing addendum executed between Sunday and Customer, or otherwise made available by Sunday and incorporated into this Agreement by reference, that governs the processing of personal information on Customer's behalf.

"Documentation" means the user guides, technical specifications, and other materials made available by Sunday that describe the operation and use of the Service.

"Member" means an individual customer, member, prospect, or contact of Customer whose communications are processed through the Service.

"Order Form" means a written or electronic order document, signed pilot agreement, or subscription agreement entered into between Sunday and Customer that references this Agreement and identifies the specific Service, fees, term, and any additional terms applicable to Customer.

"Privacy Laws" means all applicable privacy and data protection laws, including without limitation the Personal Information Protection and Electronic Documents Act (Canada), the California Consumer Privacy Act, the EU General Data Protection Regulation where applicable, the Telephone Consumer Protection Act (United States), Canada's Anti-Spam Legislation, and any successor or comparable legislation.

"Subprocessor" means a third-party service provider that Sunday engages to process Customer Data in connection with the delivery of the Service.

"Third-Party Service" means any third-party software, platform, integration, or service that Sunday connects to or interoperates with on Customer's behalf, including booking and member management platforms identified in the applicable Order Form or Documentation.

2. The Service

Sunday provides an artificial intelligence operating system for fitness and wellness businesses. The Service includes, without limitation, the following capabilities. First, the Service intercepts and resolves inbound member communications across voice, email, short message service (SMS), and web channels. Second, the Service processes those communications into structured member memory that is associated with Customer's existing customer relationship management and operational systems. Third, the Service executes outbound member communications, including retention, reactivation, and revenue-focused outreach, based on the intelligence generated from inbound interactions and from data made available through Third-Party Services.

The specific scope, features, communication channels, integrations, service level commitments (if any), and pricing applicable to Customer are set forth in the applicable Order Form.

3. Access and Authorized Users

Subject to Customer's compliance with this Agreement and timely payment of the applicable fees, Sunday grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the term of the applicable Order Form to access and use the Service solely for Customer's internal business operations.

Customer is responsible for the acts and omissions of its Authorized Users and for ensuring that its Authorized Users comply with this Agreement. Customer is also responsible for maintaining the confidentiality of any account credentials issued to it and for all activities that occur under its account. Customer agrees to notify Sunday promptly of any actual or suspected unauthorized access to or use of its account.

4. Acceptable Use

Customer agrees that it will not, and will not permit any Authorized User or third party to, do any of the following. Customer will not resell, sublicense, distribute, rent, lease, or otherwise make the Service available to any third party except as expressly permitted by this Agreement. Customer will not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service. Customer will not modify, adapt, translate, or create derivative works based on the Service. Customer will not use the Service to develop a competing product or service or for benchmarking purposes. Customer will not interfere with or disrupt the integrity, security, or performance of the Service or the data contained within it. Customer will not use the Service to transmit material that is unlawful, infringing, defamatory, obscene, or that violates the privacy or other rights of any person. Customer will not use the Service in violation of any applicable law, including Privacy Laws and laws governing telemarketing, recorded communications, and electronic messaging.

Customer will not use the Service to send communications unrelated to Customer's core fitness or wellness business, including communications on behalf of third parties or affiliated businesses, without Sunday's prior written consent.

Sunday reserves the right to suspend or refuse any outbound communication instruction that, in Sunday's reasonable judgment, would violate applicable Privacy Laws or industry-standard practices for member communications.

5. Member Communications and Consent Obligations

The Service operates as an authorized agent of Customer for the purpose of communicating with Members. Customer acknowledges and agrees that the lawful operation of the Service depends on Customer obtaining and maintaining all consents and providing all notices required by applicable Privacy Laws. Customer is solely responsible for the following.

Customer is responsible for ensuring that Members have provided any consent required for the recording of telephone calls in the jurisdictions where the calls take place. Customer is responsible for ensuring that Members have provided any consent required for the receipt of SMS messages, including any consent required under the Telephone Consumer Protection Act, Canada's Anti-Spam Legislation, and comparable laws. Customer is responsible for ensuring that Members have provided any consent required for the receipt of commercial electronic mail. Customer is responsible for honoring opt-out requests, do-not-call registrations, and unsubscribe requests received from Members through the Service or through any other channel. Customer is responsible for providing Members with any privacy notices, disclosures, or terms of service required by applicable Privacy Laws in connection with the processing of their information by the Service.

Customer represents and warrants, at the time of each instruction to the Service to communicate with a Member, that all consents and notices required under Privacy Laws for that communication have been obtained and are then in effect, and that no such consent has been revoked or withdrawn.

Sunday makes available certain configuration options and tools designed to assist Customer in capturing and managing Member consent. Customer acknowledges that the proper use of these tools is its sole responsibility and that Sunday makes no representation that any configuration alone will satisfy Customer's legal obligations.

If Customer becomes aware that any consent has been revoked, withdrawn, or was not properly obtained, Customer will promptly take all necessary steps to ensure that the Service is not used to communicate with the affected Member.

6. Third-Party Services and Integrations

The Service is designed to interoperate with Third-Party Services. Customer's use of any Third-Party Service is governed by the separate terms and conditions of that Third-Party Service. Sunday is not a party to those terms and is not responsible for the performance, availability, security, or content of any Third-Party Service.

By directing Sunday to integrate with a Third-Party Service, or by activating an integration through the Service, Customer authorizes Sunday to access, retrieve, transmit, and process Customer Data and Member Data through that Third-Party Service for the limited purpose of providing the Service. Customer represents and warrants that it has all rights, authority, and consents necessary to grant Sunday this authorization.

Where a Third-Party Service requires Sunday or Customer to comply with specific access conditions, scope restrictions, or partner program requirements, both parties agree to cooperate in good faith to comply with those conditions. Customer acknowledges that Sunday's access to a Third-Party Service may be revoked, restricted, or modified at the discretion of the Third-Party Service provider, and that any resulting impact on the Service is outside Sunday's control.

7. Customer Data and Data Ownership

As between Sunday and Customer, Customer retains all right, title, and interest in and to Customer Data. Sunday claims no ownership interest in Customer Data.

Customer grants Sunday a limited, non-exclusive, worldwide, royalty-free license during the term of the applicable Order Form to host, process, transmit, display, modify, and otherwise use Customer Data solely for the purposes of providing, maintaining, securing, and improving the Service for Customer, performing analytics and quality assurance on Customer's behalf, complying with applicable law, and exercising Sunday's rights under this Agreement.

Sunday will not use Customer Data to train foundation models or general-purpose large language models other than as necessary to provide and improve the Service for Customer. Sunday may use Customer Data to fine-tune, evaluate, and improve the Service-specific models that operate within Customer's instance, and to perform aggregate and de-identified analysis as described in the following paragraph.

Sunday may collect and analyze de-identified, aggregated, and anonymized data derived from the operation of the Service across its customer base for the purposes of improving the Service, developing new features, benchmarking, and other legitimate business purposes. Sunday will not use any such aggregated data in a manner that identifies Customer, any Authorized User, or any Member as the source of the data.

Customer represents and warrants that it has all rights, consents, and authorizations necessary to provide Customer Data to Sunday and to authorize Sunday to process Customer Data as contemplated by this Agreement.

8. Privacy and Security

Sunday maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. These safeguards include encryption of data in transit and at rest, access controls, monitoring, and personnel training. Sunday's processing of personal information on Customer's behalf is governed by Sunday's Privacy Policy and, where the parties have executed a Data Processing Addendum, by that DPA. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal information, the DPA will control.

Sunday may engage Subprocessors to provide portions of the Service. Sunday will impose contractual obligations on each Subprocessor that are substantially consistent with the obligations applicable to Sunday under this Agreement. A current list of Subprocessors is available upon written request to the contact address listed in Section 21.

Sunday will provide Customer at least thirty (30) days prior written notice of the addition of any new Subprocessor that will have access to Customer Data, during which period Customer may object to the new Subprocessor on reasonable grounds related to data protection. The parties will work together in good faith to resolve any such objection. If the parties cannot resolve the objection within a reasonable period, Customer's sole and exclusive remedy is to terminate the affected portion of the Service upon written notice, with a pro rata refund of any fees paid in advance for the affected period.

In the event Sunday becomes aware of any actual unauthorized access to or disclosure of Customer Data that constitutes a personal data breach under applicable Privacy Laws, Sunday will notify Customer without undue delay and will reasonably cooperate with Customer in investigating and responding to the incident.

9. Confidentiality

Each party (the "Receiving Party") may receive or have access to confidential or proprietary information of the other party (the "Disclosing Party"), including business plans, technical information, customer information, pricing, and other non-public information ("Confidential Information"). The Receiving Party will protect the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Receiving Party will not use the Disclosing Party's Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under this Agreement, and will not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

The obligations in this Section do not apply to information that is or becomes publicly available through no fault of the Receiving Party, was rightfully in the Receiving Party's possession prior to disclosure, is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or is rightfully received from a third party without a duty of confidentiality. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that the Receiving Party gives the Disclosing Party reasonable prior notice where legally permissible.

10. Fees and Payment

Customer will pay the fees set forth in the applicable Order Form. Unless otherwise specified in the Order Form, fees are invoiced monthly in advance and are due within thirty (30) days of the invoice date. All fees are denominated in the currency specified in the Order Form. Fees do not include any taxes, levies, duties, or similar governmental assessments, all of which are Customer's responsibility, except for taxes assessable against Sunday based on its net income.

Sunday reserves the right to suspend the Service if any undisputed amount remains unpaid more than thirty (30) days after the due date, provided that Sunday has given Customer written notice of the delinquency at least ten (10) days in advance.

All fees are non-refundable except as expressly provided in this Agreement or the applicable Order Form.

11. Intellectual Property

Sunday and its licensors retain all right, title, and interest in and to the Service, including all software, models, algorithms, user interfaces, designs, documentation, trademarks, and any improvements, modifications, or derivative works thereof. Except for the limited rights expressly granted to Customer in this Agreement, no right, title, or interest in or to the Service is granted to Customer.

If Customer provides Sunday with any suggestions, comments, feedback, ideas, or other input regarding the Service ("Feedback"), Customer grants Sunday a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, and incorporate the Feedback into the Service and Sunday's other products and services, without any obligation or compensation to Customer.

12. Term and Termination

This Agreement commences on the effective date of the first Order Form between the parties and continues until all Order Forms have expired or been terminated.

The term of each Order Form is set forth in that Order Form. Unless otherwise stated in the Order Form, each Order Form will automatically renew for successive terms equal to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either party may terminate this Agreement or any Order Form for cause upon written notice to the other party if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice describing the breach. Either party may also terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver appointed for substantially all of its assets.

Upon termination or expiration of this Agreement for any reason, Customer will cease all use of the Service, and all undisputed amounts owed by Customer through the effective date of termination will become immediately due and payable. Sunday will retain Customer Data for a period of ninety (90) days following termination, during which time Customer may request the return or export of Customer Data in a commercially reasonable format. After the ninety (90) day period, Sunday may delete Customer Data, subject to any retention required by applicable law. Upon Customer's written request prior to deletion, Sunday will delete Customer Data sooner than the ninety (90) day default.

The provisions of this Agreement that by their nature should survive termination will survive, including without limitation provisions relating to ownership of intellectual property, Customer Data rights granted to Sunday in aggregated form, confidentiality, payment obligations accrued before termination, warranties and disclaimers, indemnification, limitation of liability, and governing law.

13. Warranties and Disclaimers

Sunday warrants that it will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards. Customer's exclusive remedy for any breach of this warranty will be, at Sunday's option, the re-performance of the deficient portion of the Service or a pro rata refund of the fees paid for the deficient portion of the Service.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SUNDAY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SUNDAY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS.

The Service incorporates artificial intelligence and machine learning models that generate outputs based on probabilistic methods. Customer acknowledges that the outputs of such models may contain inaccuracies, omissions, or errors, and that Customer is responsible for reviewing the outputs and configuring the Service in a manner appropriate for its business.

14. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR CUSTOMER'S PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY ARISING FROM CUSTOMER'S PAYMENT OBLIGATIONS OR FROM EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SUNDAY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTWITHSTANDING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, OR OF SUNDAY FOR A BREACH OF ITS SECURITY OBLIGATIONS UNDER SECTION 8 GIVING RISE TO A PERSONAL DATA BREACH, WILL NOT EXCEED THREE (3) TIMES THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SUNDAY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Indemnification

Customer will defend, indemnify, and hold harmless Sunday and its officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or relating to (a) Customer Data or Member data submitted to the Service by Customer or its Authorized Users, (b) Customer's use of the Service in violation of this Agreement or applicable law, including any violation of Privacy Laws, (c) Customer's failure to obtain or maintain any consent required under Section 5, (d) Customer's interactions with Members and the operation of Customer's business, or (e) any allegation that Customer Data infringes or misappropriates the intellectual property rights or other rights of any third party.

Sunday will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim alleging that the Service, as provided by Sunday and used in accordance with this Agreement, infringes a valid patent, copyright, or trademark of any third party. The foregoing obligation does not apply to claims arising from (a) modification of the Service by anyone other than Sunday, (b) use of the Service in combination with any product, service, or data not provided or authorized by Sunday, or (c) Customer Data.

The party seeking indemnification will provide the indemnifying party with prompt written notice of the claim, reasonable cooperation in the defense of the claim, and sole control over the defense and settlement of the claim, provided that the indemnifying party may not settle any claim in a manner that imposes any obligation or admission on the indemnified party without the indemnified party's prior written consent.

16. Publicity

Subject to any branding guidelines provided by Customer, Sunday may identify Customer as a customer of Sunday and may use Customer's name and logo on Sunday's website and in Sunday's marketing and sales materials. Customer may opt out of this right at the time of signing the applicable Order Form, or may revoke this right at any time thereafter by providing written notice to Sunday, and Sunday will cease such use within a reasonable period following receipt of such notice. Any case study, testimonial, press release, or other co-branded marketing collateral that quotes Customer or describes Customer's use of the Service in detail will require Customer's prior written approval.

17. Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement, other than the obligation to pay amounts due, to the extent that the failure or delay is caused by events beyond the party's reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemics, labor disputes, internet or telecommunications outages, or failures of third-party services or infrastructure.

18. Governing Law and Disputes

This Agreement is governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising out of or relating to this Agreement, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

19. Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Sunday, except that Customer may assign this Agreement, upon written notice to Sunday, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Sunday may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

20. General Provisions

This Agreement, together with any Order Forms, any Data Processing Addendum, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, regarding such subject matter. In the event of any conflict among these documents, the order of precedence will be: (a) the Data Processing Addendum (with respect to the processing of personal information), (b) the Order Form (with respect to the matters specifically addressed in that Order Form), and (c) this Agreement.

No waiver of any provision of this Agreement is effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement does not constitute a waiver of that provision or of any other provision.

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

Any notice required or permitted under this Agreement must be in writing and is deemed given when delivered by email to the email address on file for the receiving party, or when delivered by overnight courier or certified mail to the address designated by the receiving party.

The terms of any purchase order or other ordering document issued by Customer that are inconsistent with or in addition to the terms of this Agreement are rejected and have no force or effect.

21. Contact Information

For any questions or notices regarding this Agreement, please contact Sunday at the following address.

CrashLabs AI Inc., operating as Sunday 45 Cecil Street Toronto, Ontario M5T 1N1, Canada
Email: ryan@callsunday.com