Terms of Service for Everyday
Effective: 08/14/2025
Last Updated: 08/14/2025
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICE OFFERED BY PICA LABS, INC. DOING BUSINESS AS PICA (“PICA”) AND EVERYDAY (“EVERYDAY”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH EVERYDAY WHICH REFERENCE THESE TERMS (EACH, AN “ORDER”) OR BY ACCESSING OR USING THE SERVICE IN ANY MANNER, YOU (“YOU” OR “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “CUSTOMER” AND “YOU” IN THIS AGREEMENT, EXCEPT THIS SENTENCE, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
1.1 Access to and Scope of Service. Subject to Everyday’s receipt of the applicable Fees with respect to the the automation platform known as Everyday, which allows users to automate daily tasks across hundreds of tools in plain English,., Everyday will use commercially reasonable efforts to make the Service available to Customer as set forth in this Agreement and the Order. Subject to Customer’s compliance with the terms and conditions of the Agreement and the Order, Customer may access and use the Service according to the authorized use specified in the Order (the “Authorized Use”), solely during the authorized period specified therein (the “Authorized Period”). Any such use of the Service by Customer is authorized solely for Customer’s internal business, and is subject to Customer’s compliance with any additional limitations and restrictions specified in the Order.
1.2 Trials and No-fee Access. If Customer is accessing or making use of the Service on a no- fee, trial, or evaluation basis (the “Limited Use”), Customer may use the Service during the Limited Use provided such use does not to exceed the Service levels specified on the Order with respect to Limited Use. Customer acknowledges and agrees that the Limited Use is provided on an “as-is” basis, and the Limited Use is provided without any indemnification, support, warranties, or representation of any kind. Additionally, Customer acknowledges and agrees that Everyday may terminate the Limited Use at any time.
1.3 Restrictions. Customer will use the Service only in accordance with all applicable laws, including, but not limited to, laws related to data (whether applicable within the United States, the European Union, or otherwise). Customer agrees not to (and will not allow any third party to): (i) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof;(ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Service or any software used to provide or make the Service available; (iii) rent, resell or otherwise allow any third party access to or use of the Service; or (iv) access or use the Service other than according to the Authorized Use and during the Authorized Period.
1.4 Ownership. Everyday retains all right, title, and interest in and to the Service, and any software, products, works or other intellectual property created, used, provided or made available by Everyday under or in connection with the Service. Customer may from time to time provide suggestions, comments or other feedback to Everyday with respect to the Service (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Everyday notwithstanding anything else. Customer shall, and hereby does, grant to Everyday a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty- free, fully paid-up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Everyday’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
1.5 Software. Subject to the terms and conditions of this Agreement, including but not limited to receipt of all applicable Fees, to the extent Everyday makes any Everyday software available to Customer, Everyday hereby grants to Customer, and Customer hereby accepts from Everyday, a limited, non-exclusive, non-transferable, non-assignable and non-sublicenseable license to: run such software solely as necessary to make use of the Service. Customer agrees that, it shall not: (a) exceed the scope of the licenses granted in Section 1.5; (b) make copies of the software; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 1.5; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the software, except to the extent required to be permitted under applicable law; (e) modify, translate or create derivative works of the software; (f) remove any copyright, trademark, patent or other proprietary notice that appears on the software or copies thereof; or (g) combine or distribute any of the software with any third party software that is licensed under terms that seek to require that any of the software (or any associated intellectual property rights) be provided in source code form (e.g., as “open source”), licensed to others to allow the creation or distribution of derivative works, or distributed without charge.
1.6 Customer Data and Personal Data. Customer is solely responsible for Customer Data including, but not limited to: compliance with all applicable laws and this Agreement; any third- party claims with respect to Customer Data; and backing up and maintaining Customer Data. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Everyday may use Customer Data for the purposes of providing the Services and making any improvements thereto, and generating Aggregated Data. Everyday may freely use and make available Aggregated Data for Everyday’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Everyday’s products and services). “Aggregated Data” means data submitted to, collected by, or generated by Everyday in connection with Customer’s use of the Service, but only in aggregate, de-identified form which is not linked specifically to Customer or any individual. “Customer Data” means any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Everyday, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Everyday is not responsible for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Everyday’s gross negligence or willful misconduct. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Everyday may retain Customer Data for up to thirty (30) days following the termination or expiration of the corresponding Order. Thereafter, Customer agrees and acknowledges that Customer Data may be irretrievably deleted.
1.7 Information Security. To the extent Everyday accesses Customer’s network in connection with the Services, Everyday access shall be consistent with the Everyday information security policy (the “InfoSec Policy”) attached or referenced to the corresponding Order.
1.8 Uptime. Subject to Customer’s payment of the corresponding fees, Everyday will use commercially reasonable efforts to make the Service available to Customer according to the uptime Service Level Agreement (the “SLA”) attached here as Exhibit A.
1.9 Service Suspension. Everyday may suspend Customer’s access to or use of the Service as follows: (a) immediately if Everyday reasonably believes Customer’s use of the Service may pose a security risk to or may adversely impact the Service; (b) immediately if Customer become insolvent, has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (c) following thirty (30) days written notice if Customer is in breach of this Agreement or any Order (and has not cured such breach, if curable, within the thirty (30) days of such notice); or (d) Customer has failed to pay Everyday the Fees with respect to the Service.
2.1 Fees. Customer shall pay to Everyday the fees as set forth in each applicable Order(s) (collectively, the “Fees”). Customer acknowledges that it shall have no right to return the Service and that all Fees shall be non-refundable. All amounts payable to Everyday under this Agreement shall be paid in United States dollars and shall be due thirty (30) days from the date of invoice. If Customer registers for the Service via Everyday’s online subscription process, fees will be billed in advance on a recurring basis (monthly, annually, or as otherwise agreed) to the payment method provided by Customer, and will automatically renew until cancelled. Notwithstanding any other rights of Everyday, in the event of late payment by Customer, Everyday shall be entitled to interest on the amount owing at a rate of 1% per month or the highest rate allowed by applicable law, whichever is less. If Everyday is required to initiate legal action due to nonpayment of fees, Customer shall bear all costs resulting from the collection of such fees.
2.2 Orders. Licensee may place Orders for additional Services or to extend the term of the existing Service by specifying such order details in an Order form agreed to in writing by the parties referencing the terms and conditions of this Agreement.