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Daybreak Labs Master Terms of Use

Effective date: September 3, 2026 | Version: v1.1 | Last updated: September 3, 2026

IMPORTANT NOTICE. Section 21 below ("GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER") contains a binding arbitration agreement and a class-action waiver that affect your legal rights. Please review it carefully.

These Master Terms of Use (this "Master Agreement" or "Master Terms") are entered into between you and Daybreak Labs LLC, a New York limited liability company ("Daybreak Labs," "we," "us," or "our"), and govern your access to and use of any product, service, application, downloadable file, or website made available by Daybreak Labs (each, a "Product").

Each Product is accompanied by a Product Schedule (each, a "Schedule") that names the Product and sets out additional terms that apply specifically to that Product. The Terms of Use applicable to a given Product consist of this Master Agreement plus the applicable Schedule (together, the "Agreement"). In the event of any conflict between this Master Agreement and a Schedule, the Schedule controls solely with respect to that Product.

By downloading, opening, accessing, or otherwise using any Product, you agree to be bound by the Agreement. If you do not agree, do not download, open, access, or use the Product.

1. DEFINITIONS

For purposes of this Agreement:

2. ACCEPTANCE AND INCORPORATION OF PRODUCT SCHEDULE

This Agreement is structured in two layers:

  1. This Master Agreement sets out the terms that apply across all Daybreak Labs Products.
  2. The applicable Schedule sets out terms that apply specifically to a single Product, including (without limitation) the Product's description, the category of professional advice the Product is not, the regulatory authority by which the Product is not endorsed, in-scope and out-of-scope users, license and payment terms, applicability of artificial intelligence provisions, and any Product-specific damage categories excluded from liability.

The Schedule is incorporated into this Master Agreement by reference. The complete Agreement for any Product = (this Master Agreement) + (the applicable Schedule). In the event of any direct conflict between a provision of this Master Agreement and a provision of a Schedule, the Schedule controls solely with respect to the Product named in that Schedule.

You acknowledge that, by accepting the Agreement for any Product, you also accept this Master Agreement, and that your continued use of any Product following any update to this Master Agreement or the applicable Schedule constitutes your acceptance of the updated Agreement, subject to Section 22.

3. ELIGIBILITY

You must be at least 18 years old and have the legal capacity to enter into a binding contract to use any Product. If you are accessing or using a Product on behalf of an entity, you represent and warrant that you are authorized to bind that entity to this Agreement, and that entity will be deemed the "User" for purposes of this Agreement.

You further represent and warrant that:

A Schedule may add Product-specific eligibility criteria (for example, US residency, profession-specific restrictions, or contraindicated medical populations). Where the Schedule's criteria are more restrictive than this Section 3, the Schedule controls.

4. NO PROFESSIONAL RELATIONSHIP

Your purchase, download, access, or use of any Product does not create a professional, advisory, fiduciary, or licensed-practitioner relationship of any kind between you and Daybreak Labs. The specific category of professional relationship that the Product does not create (for example, a CPA-client, attorney-client, doctor-patient, financial-advisor-client, or therapist-client relationship) is named in the applicable Schedule.

Daybreak Labs is not, and does not hold itself out as, a licensed professional services firm in any regulated profession, and is not a registered investment advisor, tax preparation firm, law firm, medical practice, accounting firm, or licensed brokerage. Daybreak Labs does not practice any regulated profession through its Products.

5. NOT PROFESSIONAL ADVICE

The Product, including all Content, formulas, calculations, outputs, recommendations, prompts, suggestions, and information made available through the Product, is provided for informational and educational purposes only. The Product is not professional advice of any kind, and must not be relied upon as a substitute for advice from a qualified, licensed professional with respect to your specific facts and circumstances.

The specific category of professional advice that the Product is not (for example, tax advice, legal advice, medical advice, investment advice, or financial advice) is named in the applicable Schedule. You should consult an appropriately licensed professional before making any decision that depends on the Product's outputs.

You agree that nothing in this Agreement, in the Product, or in any communication from Daybreak Labs creates an obligation on Daybreak Labs to provide, or holds Daybreak Labs out as providing, professional advice in any regulated profession.

6. REGULATORY AND AUTHORITY DISCLAIMER

The Product is not endorsed by, affiliated with, sponsored by, or approved by any government agency, regulatory body, or self-regulatory organization, including (without limitation) the agency or authority named in the applicable Schedule. No such agency has reviewed, endorsed, certified, or approved any Content, formula, output, statement, or recommendation made available through the Product.

Where the Product cites the publications, rules, statutes, or guidance of any agency or authority (for example, IRS publications, SEC releases, FDA guidance, or congressional statute), those citations are provided solely as source attributions for the calculations, claims, or content implemented in the Product. Citing such sources does not constitute professional advice and does not imply that the agency has reviewed, endorsed, or approved the Product or its outputs.

7. USER RESPONSIBILITY AND ASSUMPTION OF RISK

YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE INFORMATION YOU ENTER, FOR ANY DECISIONS YOU MAKE BASED ON THE PRODUCT'S OUTPUTS, AND FOR ANY ACTIONS, POSITIONS, OR FILINGS YOU TAKE IN RELIANCE ON THE PRODUCT. Daybreak Labs does not independently audit, verify, or validate any information you submit, any output the Product produces, or any decision you make in reliance on the Product.

Without limiting the generality of the foregoing, you are solely responsible for:

Outputs of the Product are planning estimates, informational summaries, or general guidance only. They are not authoritative determinations for your specific situation. The applicable Schedule may set out additional Product-specific responsibilities and risk acknowledgments.

8. NO GUARANTEED RESULTS

Daybreak Labs makes no representation, guarantee, or warranty of any kind regarding the results, outcomes, savings, returns, gains, recoveries, improvements, or benefits you may obtain from using the Product. Any scenarios, examples, case studies, testimonials, illustrations, or projections included in or with the Product are illustrative only and do not predict, guarantee, or warrant results for your situation.

Individual outcomes depend on factors specific to you, including your facts, circumstances, applicable law at the relevant time, the judgment of any professional you consult, and external events beyond Daybreak Labs's control, that the Product cannot capture or anticipate.

9. LICENSE AND PERMITTED USE

Subject to your continuing compliance with this Agreement, Daybreak Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, install, access, and use the Product solely for your personal or internal business use. The pricing, payment terms, license model (one-time purchase, subscription, freemium, or otherwise), update entitlement, renewal terms, refund policy, and any permitted-forwarding rights for each Product are set out in the applicable Schedule.

Unless expressly permitted by the applicable Schedule, you may not:

All rights not expressly granted in the Agreement are reserved by Daybreak Labs.

10. PROPRIETARY RIGHTS; SUBMISSIONS

Daybreak Labs and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Product and all Content. No right, title, or interest in any Product, Content, or related software is transferred to you as a result of downloading, accessing, or using the Product, except for the limited license granted in Section 9.

Any questions, comments, suggestions, ideas, feedback, or other information you provide to Daybreak Labs regarding any Product or Service ("Submissions") are non-confidential and shall become the sole property of Daybreak Labs. Daybreak Labs shall own exclusive rights, including all intellectual property rights, in and to all Submissions and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

11. PROHIBITED USE

Without Daybreak Labs's prior written consent, you may not:

Any violation of system or network security (including attempts to access a computer without authorization or to exceed authorized access) may result in civil and criminal liability, including under the federal Computer Fraud and Abuse Act (18 U.S.C. §1030). Daybreak Labs may investigate any suspected violation and may cooperate with law-enforcement authorities in any resulting prosecution.

12. THIRD-PARTY LINKS AND CONTENT

The Product may permit you to link to other websites, services, applications, or resources operated by third parties ("Third-Party Resources"), and Third-Party Resources may contain links to the Product. When you access Third-Party Resources, you do so at your own risk. Third-Party Resources are not under Daybreak Labs's control, and Daybreak Labs is not responsible or liable for the content, functionality, accuracy, legality, appropriateness, security, or any other aspect of any Third-Party Resource. The inclusion of any link does not imply affiliation, sponsorship, or endorsement on the part of Daybreak Labs of the operators or providers of any Third-Party Resource, or on the part of any such operator or provider of Daybreak Labs.

The Product may also display, include, or otherwise make available content originating from third parties ("Third-Party Content"). Daybreak Labs does not control, endorse, investigate, verify, or adopt any Third-Party Content, and makes no representations or warranties of any kind regarding any Third-Party Content, including (without limitation) regarding its accuracy or completeness. You acknowledge and agree that Daybreak Labs is not responsible or liable for any Third-Party Content or for your reliance on any Third-Party Content.

13. DMCA / COPYRIGHT POLICY

If you believe that any material on or in the Product violates this Agreement or your intellectual property rights, please notify Daybreak Labs by email to info@daybreaklabs.studio with the following information, in accordance with Section 512(c) of the Digital Millennium Copyright Act (17 U.S.C. §512):

  1. a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
  2. identification of the copyrighted work claimed to have been infringed;
  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit Daybreak Labs to locate the material;
  4. your contact information, including your mailing address, telephone number, and email address;
  5. a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. a statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

Daybreak Labs reserves the right to remove material alleged to be infringing or otherwise unlawful without prior notice and at Daybreak Labs's sole discretion. Daybreak Labs may also terminate the account or access of any User determined to be a repeat infringer.

14. PRIVACY AND DATA

Daybreak Labs's collection, use, and disclosure of personal data in connection with the Product is governed by the Daybreak Labs Privacy Policy, which is available at daybreaklabs.studio/privacy and is incorporated into this Agreement by reference. By using the Product, you acknowledge that you have had an opportunity to review the Privacy Policy.

Where the Product collects, processes, or stores any personal data, you are responsible for ensuring that you have all necessary rights and consents to provide that data to Daybreak Labs. The applicable Schedule may set out Product-specific privacy and data handling notes.

Because Daybreak Labs may conduct its business with you through the internet and other electronic means, you consent to transact business and to communicate with Daybreak Labs electronically. You consent to receive electronically all communications, notices, contracts, agreements, disclosures, receipts, and other records that Daybreak Labs may provide to you in connection with the Product, the Service, or this Agreement.

Daybreak Labs may provide such communications by posting them on the website where the Product is made available, by including them within the Product, or by sending them to the email address you provide. You agree that any such electronic communication satisfies any legal requirement that the communication be in writing or be delivered in any particular manner. You may withdraw this consent prospectively by contacting info@daybreaklabs.studio; if you withdraw consent, Daybreak Labs may suspend or terminate your access to the Product to the extent that electronic communication is necessary to provide the Product.

16. ARTIFICIAL INTELLIGENCE AND AUTOMATED OUTPUTS

This Section 16 applies to every Product unless the applicable Schedule affirmatively states that the Product uses no artificial intelligence or automated outputs (an express "no AI" statement, e.g., a Schedule provision setting ai_applicable: false). Where a Schedule is silent as to artificial intelligence, this Section 16 applies by default. For Products whose Schedule contains an express "no AI" statement, this Section 16 does not apply and the Schedule's "no AI" statement controls.

For Products that use artificial intelligence, machine-learning models, large language models, automated reasoning, or other automated systems to generate outputs, recommendations, summaries, transcriptions, voice responses, or similar content (collectively, "AI Outputs"):

17. WARRANTY DISCLAIMER

THE PRODUCT, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT AND ANY SERVICE OR FEATURE PROVIDED IN CONNECTION WITH THE PRODUCT, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PRODUCT AND ANY RELATED SERVICE.

WITHOUT LIMITING THE FOREGOING, DAYBREAK LABS DOES NOT WARRANT THAT: (A) THE PRODUCT IS FREE FROM ERRORS, OMISSIONS, OR DEFECTS; (B) THE PRODUCT'S CALCULATIONS, OUTPUTS, OR RECOMMENDATIONS ARE CORRECT FOR ANY SPECIFIC USER'S SITUATION; (C) THE PRODUCT WILL BE UNINTERRUPTED, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) ANY LAW, RULE, REGULATION, GUIDANCE, RATE, RATE SCHEDULE, TABLE, OR OTHER REFERENCE CITED IN OR USED BY THE PRODUCT WILL NOT BE AMENDED, REPEALED, OR OTHERWISE CHANGED AFTER THE PRODUCT'S RELEASE DATE; OR (E) THE PRODUCT WILL MEET ANY USER'S SPECIFIC NEEDS, EXPECTATIONS, OR REQUIREMENTS.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PRODUCT IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE.

The applicable Schedule may set out additional, Product-specific warranty disclaimers (for example, expiration dates on tax tables, model versions for AI components, or release-date snapshots).

18. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DAYBREAK LABS, NOR ITS PRINCIPALS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUPPLIERS, LICENSORS, OR CONTENT PROVIDERS (COLLECTIVELY, THE "DAYBREAK PARTIES"), BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO ANY PRODUCT OR SERVICE FOR:

THE LIMITATION IN THIS SECTION 18 APPLIES EVEN IF DAYBREAK LABS HAS BEEN ADVISED OF, OR SHOULD HAVE KNOWN ABOUT, THE POSSIBILITY OF SUCH DAMAGES.

Carve-outs. Nothing in this Section 18 limits or excludes any liability that, under applicable law, cannot be limited or excluded, including liability of any Daybreak Party for: (a) gross negligence; (b) fraud or fraudulent misrepresentation; (c) intentional, willful, malicious, or reckless misconduct; or (d) any other liability that, under applicable law, cannot be limited or excluded.

Jurisdictional limits. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for consequential or incidental damages. In such jurisdictions, the liability of the Daybreak Parties is limited to the maximum extent permitted by law.

19. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Daybreak Parties from and against any and all liabilities, claims, demands, damages, losses, costs, and expenses arising out of or related to:

Carve-out. This Section 19 does not require you to indemnify, defend, or hold harmless any Daybreak Party against any claim to the extent it arises from that Daybreak Party's own (a) gross negligence; (b) fraud or fraudulent misrepresentation; (c) intentional, willful, malicious, or reckless misconduct; or (d) any other liability that, under applicable law, cannot be limited or excluded.

Daybreak Labs reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense, in which event you will reasonably cooperate with Daybreak Labs in asserting any available defenses.

20. TERM AND TERMINATION

This Agreement is effective as of the Effective Date and continues until terminated in accordance with this Section 20.

Daybreak Labs may suspend, restrict, or terminate your access to, or use of, any Product or Service at any time, with or without cause, and with or without notice. Without limiting the foregoing, Daybreak Labs may immediately suspend or terminate your access if Daybreak Labs reasonably believes that you have violated this Agreement, used the Product in a manner that creates legal, security, or operational risk for Daybreak Labs or any other person, or engaged in fraudulent, unlawful, or abusive conduct.

You may stop using the Product at any time. For Products purchased on a one-time basis, termination does not entitle you to a refund except as expressly provided in the applicable Schedule or Refund Policy. For subscription Products, cancellation and refund mechanics are set out in the applicable Schedule.

Survival. All provisions of this Agreement that, by their nature, should survive termination shall survive, including (without limitation) Sections 7 (User Responsibility and Assumption of Risk), 9 (License and Permitted Use, to the extent it imposes restrictions), 10 (Proprietary Rights; Submissions), 11 (Prohibited Use), 17 (Warranty Disclaimer), 18 (Limitation of Liability), 19 (Indemnification), 21 (Governing Law; Arbitration; Class Action Waiver), and 23 (Severability; No Waiver; Entire Agreement).

21. GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER

Governing law. This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement, the Product, or the Service (each, a "Dispute"), shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law.

Informal resolution. Before initiating any formal proceeding, you and Daybreak Labs each agree to try, in good faith, for sixty (60) days to resolve any Dispute informally. The informal resolution period begins on the date on which the party initiating the Dispute provides written notice of the Dispute to the other party at the address set out in Section 24.

Binding arbitration. If the parties are unable to resolve a Dispute informally within sixty (60) days, the Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules in effect at the time the Demand for Arbitration is received by the AAA (the "AAA Consumer Rules"), as modified by this Agreement. The arbitration shall be conducted on an individual basis before a single arbitrator. The seat and venue of the arbitration shall be Albany, New York, unless (i) the AAA Consumer Rules or the AAA Consumer Due Process Protocol provide otherwise, or (ii) the parties agree otherwise in writing; nothing in this Section limits a consumer's right under the AAA Consumer Rules to elect a hearing locale in or near the county where the consumer resides, or to proceed by telephone, video, or document-only submission. Judgment on any award entered by the arbitrator may be entered in any court of competent jurisdiction.

AAA Consumer Rules compliance. Daybreak Labs will register this arbitration agreement with the AAA in its Consumer Clause Registry and will comply with the AAA's Consumer Due Process Protocol, including paying the arbitration fees allocated to the business under the AAA Consumer Rules and fee schedule. If the AAA declines to administer a Dispute on the ground that this Agreement does not comply with the AAA Consumer Rules or the Consumer Due Process Protocol, the parties will work in good faith to cure the defect or to substitute a mutually agreed administrator; if no such resolution is reached, the affected Dispute may proceed in a court of competent jurisdiction, and the jury-trial and class-action provisions of this Section continue to apply to the extent permitted by applicable law.

Jury trial waiver. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND DAYBREAK LABS EACH WAIVE ANY RIGHT TO A JURY TRIAL to the maximum extent permitted by applicable law.

Class action waiver. WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND DAYBREAK LABS EACH AGREE THAT ALL DISPUTE-RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. Unless both you and Daybreak Labs agree in writing, no arbitrator or judge may consolidate more than one person's claims with your Dispute, or otherwise preside over any form of class, collective, or representative proceeding. If this class-action waiver is found to be unenforceable or invalid as to all or part of a Dispute, then only that class, collective, consolidated, or representative portion shall be severed and shall proceed in a court of competent jurisdiction; all other Disputes and all individual claims shall remain subject to binding individual arbitration under this Section. In no event shall any class, collective, consolidated, or representative proceeding be conducted in arbitration.

Public injunctive relief. To the extent applicable law provides that a claim for public injunctive relief may not be waived or required to be resolved in arbitration, that claim shall be severed and stayed pending the individual arbitration of all other claims, and shall thereafter proceed in a court of competent jurisdiction as provided in the "Court proceedings; venue" paragraph below; the remainder of this Section 21 shall remain in full force and effect.

Carve-out for intellectual property and injunctive relief. Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction to seek injunctive or other equitable relief to enjoin actual or threatened infringement, misappropriation, or other violation of intellectual property rights.

Small-claims exception. Notwithstanding the agreement to arbitrate, either party may bring an individual claim in a small-claims court of competent jurisdiction so long as the claim qualifies for, and remains within, that court's jurisdiction. Nothing in this Section limits a consumer's right to bring an individual claim in the small-claims court of the consumer's home jurisdiction.

Your right to opt out of arbitration. You may opt out of the agreement to arbitrate in this Section 21 by sending written notice to Daybreak Labs at the address in Section 24 within thirty (30) days after the date you first accept this Agreement. Your notice must state your name, the email address associated with your purchase, and that you wish to opt out of arbitration. If you timely opt out, the requirement to arbitrate in this Section will not apply to you, and Disputes will instead proceed in the courts identified in the "Court proceedings; venue" paragraph below; all other provisions of this Agreement (including the jury-trial waiver and the class-action waiver, in each case to the extent permitted by applicable law) continue to apply. Opting out has no effect on any other part of this Agreement.

Court proceedings; venue. For any Dispute, or portion of a Dispute, that proceeds in court rather than in arbitration, including a severed class, collective, consolidated, or representative portion; a severed public-injunctive-relief claim; a Dispute as to which you have timely opted out of arbitration; or an action permitted under the intellectual-property/injunctive-relief paragraph above, you and Daybreak Labs agree to the exclusive jurisdiction and venue of the state courts located in Albany County, New York, and the United States District Court for the Northern District of New York, and each party waives any objection to that venue on the basis of inconvenient forum. This paragraph does not limit a consumer's non-waivable right, if any, to bring an individual claim in the small-claims court of the consumer's home jurisdiction.

22. MODIFICATIONS TO THIS AGREEMENT

Daybreak Labs may modify this Master Agreement or any Schedule at any time by posting the updated version at daybreaklabs.studio/terms (for the Master Agreement) or at the canonical URL of the applicable Schedule, and updating the "Last updated" date.

For non-material changes (typographical corrections, clarifications, references, or formatting), the updated Agreement takes effect upon posting, and your continued use of the Product following posting constitutes your acceptance of the updated Agreement.

For material changes, including (without limitation) changes to Section 18 (Limitation of Liability), Section 19 (Indemnification), Section 21 (Governing Law; Arbitration; Class Action Waiver), or any provision that materially increases your obligations or materially reduces your rights, Daybreak Labs will, in addition to posting, take reasonable steps to notify you in advance, including by emailing the address you have provided (if any) and displaying a notice in the Product. Material changes take effect on the date specified in the notice. If you continue to use the Product after the effective date of the material change, you accept the updated Agreement; if you do not accept the updated Agreement, your remedy is to stop using the Product.

Any amendment to Section 21 (Governing Law; Arbitration; Class Action Waiver) will not apply to any Dispute for which written notice was provided under Section 21 before the amendment's effective date; the version of Section 21 in effect when that notice was given will govern that Dispute.

23. SEVERABILITY; NO WAIVER; ENTIRE AGREEMENT

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.

No waiver. The failure of Daybreak Labs to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. No waiver of any term of this Agreement shall be effective unless in writing and signed by an authorized representative of Daybreak Labs.

Entire agreement. This Master Agreement, together with the applicable Schedule, the Privacy Policy, and any other document expressly incorporated by reference, constitutes the entire agreement between you and Daybreak Labs with respect to the Product and supersedes all prior or contemporaneous communications, proposals, and agreements (whether oral, written, or electronic) between you and Daybreak Labs with respect to the Product. No oral or written information provided by Daybreak Labs or any agent or representative shall create any warranty or obligation not expressly stated in this Agreement.

Assignment. You may not assign or transfer this Agreement, or any rights or obligations under it, without Daybreak Labs's prior written consent. Daybreak Labs may assign or transfer this Agreement, in whole or in part, without restriction.

24. CONTACT

Questions, notices, or other communications regarding this Agreement should be sent to:

Daybreak Labs LLC Attn: Legal 300 State Route 313, Cambridge, NY 12816 Email: info@daybreaklabs.studio

For Product-specific support, see the contact information set out in the applicable Schedule.

Daybreak Labs LLC | Master Terms of Use v1.1 | Effective: September 3, 2026 | Last updated September 3, 2026

Master Terms of Use are read together with the applicable Product Schedule. See daybreaklabs.studio/terms for the canonical assembled Agreement for each Daybreak Labs Product.

Schedule A: Multi-Property Tax Strategy Workbook

Schedule version: v1.5 | Effective: September 3, 2026 | Master Agreement: v1.1 Canonical URL: daybreaklabs.studio/terms

This Schedule supplements and is incorporated into the Daybreak Labs Master Terms of Use (the "Master Agreement"). The complete Terms of Use applicable to the Multi-Property Tax Strategy Workbook consist of the Master Agreement plus this Schedule. Capitalized terms used and not defined in this Schedule have the meanings given in the Master Agreement. In the event of any direct conflict between this Schedule and the Master Agreement, this Schedule controls with respect to the Multi-Property Tax Strategy Workbook.

§S.1 Product Identity

§S.2 Professional Category

With respect to the Multi-Property Tax Strategy Workbook:

The Multi-Property Tax Strategy Workbook is a planning calculator and educational reference tool. It is NOT tax advice, legal advice, investment advice, financial advice, or accounting advice, and it is not a substitute for a licensed Certified Public Accountant (CPA), Enrolled Agent (EA), tax attorney, or financial advisor. Purchase, download, or use of the Product does not create any CPA-client, EA-client, attorney-client, financial-advisor-client, or other professional advisory relationship between you and Daybreak Labs. Daybreak Labs is not a tax preparation firm, a law firm, an accounting firm, or a registered investment advisor, and does not hold itself out as any of the foregoing.

Daybreak Labs will not represent you before the Internal Revenue Service, any state or local tax authority, or any other governmental body, in any audit, examination, notice response, appeal, collection matter, or other proceeding. The Product is not an audit-support service.

§S.3 Regulatory and Authority Disclaimer

With respect to the Multi-Property Tax Strategy Workbook:

The Multi-Property Tax Strategy Workbook is not endorsed by, affiliated with, sponsored by, or approved by the Internal Revenue Service (IRS), the U.S. Department of the Treasury, any state or local tax authority, or any federal or state regulatory body. The IRS has not reviewed, endorsed, certified, or approved any formula, calculation, table, recommendation, or output contained in the Product.

Citation Subject
IRS Publication 946 MACRS depreciation, residential (27.5 yr), commercial (39 yr), component classes (5/7/15 yr)
Internal Revenue Code §168(k) Bonus depreciation. OBBBA (One Big Beautiful Bill Act, Public Law 119-21, signed July 4 2025) permanently restored 100% bonus depreciation for qualified property acquired and placed in service after January 19, 2025, repealing the old TCJA phase-down (80/60/40/20/0 for 2023 to 2027) for post-cutoff property. 2025 is split: property placed in service Jan 1 to 19 2025 (or under a binding contract on or before Jan 19 2025) = 40% (old rule); after Jan 19 2025 = 100%. An optional §168(k)(10) election allows electing 40% for all qualified property in the first tax year ending after Jan 19 2025. 2026 and after = 100% flat, permanent
Internal Revenue Code §469 and Treas. Reg. §1.469-5T Passive activity loss rules. IRC §469 / §469(h)(1) sets the "regular, continuous, and substantial" material-participation framework. The 500-hour material-participation threshold is set by Treas. Reg. §1.469-5T(a)(1); the short-term-rental 100-hour active-treatment concept derives from the "significant participation" definition at Treas. Reg. §1.469-5T(c)(2) and the 100-hour test at §1.469-5T(a)(3), with §1.469-5T(a)(4) supplying the related 500-hour aggregate-of-significant-participation test
Internal Revenue Code §1031 and Treas. Reg. §1.1031(j)-1 Like-kind exchange, 45-day identification / 180-day closing windows, Qualified Intermediary requirement
Internal Revenue Code §164(f) Half-of-self-employment-tax deduction
Internal Revenue Code §6654 Estimated tax safe harbor, 110% of prior-year tax above the $150,000 AGI threshold
Internal Revenue Code §199A Qualified Business Income deduction (Pro tier capability)
Internal Revenue Code §481(a) Accounting method change catch-up (Pro tier capability)
Internal Revenue Code §1245 and §1250 Depreciation recapture on disposition (Pro tier capability)
IRS Form 8582 Passive Activity Loss carryover (referenced as out-of-scope in the Single-Property and Multi-Property tiers)
IRS Form 8959 Additional Medicare Tax (0.9% surtax above $200,000 / $250,000 thresholds)
Rev. Proc. 2024-40 2025 inflation-adjusted federal tax brackets
Rev. Proc. 2025-32 2026 federal tax brackets (post-OBBBA inflation adjustments)
IRS Form 1040, Schedule E (Part I) Rental real-estate income and expense reporting
IRS Form 1040, Schedule C (Part II) Self-employment income and expense reporting

§S.4 Scope Limitations and Excluded Users

In-scope Users. The Multi-Property Tax Strategy Workbook is designed for US-domiciled individual taxpayers filing federal Form 1040 with Schedule E (rental real estate) and/or Schedule C (self-employment), where the user is at least 18 years old and has the legal capacity to enter into a binding contract.

Federal-only scope. The Workbook models US federal income tax only. State and local tax treatment is not included. Buyers in California, New York, New Jersey, Oregon, and Hawaii (states with significant state-level tax consequences for real-estate income) should apply state-specific adjustments separately with their CPA. Buyers with properties or income in multiple states should consult their CPA before relying on the Workbook's outputs.

Out-of-scope Users. The following user categories are outside the scope of the Multi-Property Tax Strategy Workbook and should not rely on its outputs:

§S.5 User Responsibility, Product-Specific

You are specifically responsible for the following when using the Multi-Property Tax Strategy Workbook:

All-caps user-responsibility statement:

YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR THE PREPARATION OF, ACCURACY OF DATA ENTERED INTO, AND POSITIONS TAKEN ON YOUR TAX RETURN. DAYBREAK LABS DOES NOT INDEPENDENTLY AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU ENTER INTO THE WORKBOOK OR ANY OUTPUT THE WORKBOOK PRODUCES.

The outputs of the Workbook are planning estimates only. CPA review at filing time is the authoritative determination. Treat every Workbook output as a draft to bring to your CPA, not a final number to file on.

§S.6 When to Escalate to Your CPA

The Multi-Property Tax Strategy Workbook is a planning aid; it is never your primary source for any tax position you take, and a licensed CPA, Enrolled Agent, or tax attorney is always the authoritative reviewer of any output before you act on it (see §S.5). In addition to that baseline, the following matters are beyond what the Workbook can model. You must consult your CPA, Enrolled Agent, or tax attorney before relying on the Workbook in any way when any of these apply:

§S.7 License, Pricing, and Payment Terms

Purchase model. One-time digital download. No subscription. No recurring billing.

Pricing tiers (USD):

SKU Price Scope
Single-Property Price: as shown at checkout at the time of purchase. Single-property planning calculator + glossary. License key valid one year, one activation. Tax year 2026 basis.
Multi-Property Price: as shown at checkout at the time of purchase. Single-Property scope + multi-property bundling + companion PDF playbook. License key valid one year, one activation. Tax year 2026 basis.
Pro Version Price: as shown at checkout at the time of purchase. Multi-Property scope plus the Pro Version capabilities listed on the product page. License key valid one year, one activation. Tax year 2026 basis.

License scope.

License term.

File ownership and durability.

Refund policy. Refunds for the Multi-Property Tax Strategy Workbook are governed by the Daybreak Labs Refund Policy at daybreaklabs.studio/refund (the "Refund Policy"). The Refund Policy is incorporated into this Schedule by reference. To the extent of any conflict between this Schedule and the Refund Policy, the Refund Policy controls with respect to refund mechanics, eligibility, and dispute handling.

Workbook-specific refund carve-out. The most common materially-out-of-scope refund path for the Workbook is a buyer who files Form 1040-NR, is otherwise a non-US tax filer, or whose facts are entirely state-only and outside the Workbook's federal-only model (see Schedule §S.4). Such a request, submitted within the fourteen-day window set out in Refund Policy §1, is approved on a frictionless basis under Refund Policy §2. No further proof beyond the buyer's account email and order ID is required.

§S.8 Hard Prohibitions: Product-Specific

In addition to the general Prohibited Use restrictions in the Master Agreement, no communication, marketing, advertisement, landing-page copy, social-media post, email, or content associated with the Multi-Property Tax Strategy Workbook may state, imply, or suggest any of the following:

§S.9 Artificial Intelligence Applicability

The Multi-Property Tax Strategy Workbook does not use artificial intelligence, machine learning, large language models, automated reasoning, or any other automated decisioning system. The artificial-intelligence provisions of the Master Agreement do not apply to this Product.

Explicit "no AI" statement:

No artificial intelligence. The Multi-Property Tax Strategy Workbook contains no artificial intelligence. It is a formula-based Microsoft Excel workbook and an accompanying static PDF playbook. All outputs are produced by deterministic spreadsheet formulas that are fully visible and inspectable in the Workbook itself, and that trace to cited IRS publications, revenue procedures, or statutory code sections.

§S.10 Liability, Product-Specific Damage Categories

In addition to the general damage categories excluded in the Master Agreement, the Daybreak Parties shall not be liable, with respect to the Multi-Property Tax Strategy Workbook, for any of the following Product-specific damage categories arising out of or related to the Product or any reliance on its outputs:

Liability cap. Consistent with the Master Agreement, the aggregate liability of the Daybreak Parties for any claim arising out of or related to the Multi-Property Tax Strategy Workbook is limited to the actual amount paid by the buyer for the Workbook (the price of the SKU purchased, Single-Property, Multi-Property, or Pro Version, or the renewal price paid if the claim relates solely to a renewal), but in no event less than USD $100. The aggregate cap is the greater of the amount the buyer actually paid for the Workbook and USD $100.

Carve-outs preserved. The Master Agreement's carve-outs for gross negligence, fraud, and intentional, willful, malicious, or reckless misconduct continue to apply to the Multi-Property Tax Strategy Workbook. The limitations in this section do not limit or exclude liability for gross negligence, fraud, or intentional, willful, malicious, or reckless misconduct, or for any liability that cannot be limited or excluded under applicable law.

Standing tagline:

Planning workbook, not tax advice. Consult your CPA.

Surface placement. The standing tagline appears on each of the following surfaces, and wherever it appears, a hyperlink labeled "Terms of Use" pointing to daybreaklabs.studio/terms is placed immediately adjacent or beneath it:

Surface Tagline placement Terms link placement
Workbook, universal footer (every tab) Visible on every tab Same row, after the tagline
Workbook, Tab 1 Dashboard Within the Dashboard disclosure block At the end of the Dashboard disclosure block
Workbook, Tab 11 Changelog & Disclosures Within the Tab 11 disclosure block Closing line of the Tab 11 block
Companion PDF playbook, cover Beneath the title Beneath the tagline
Companion PDF playbook, §18 (Legal & Disclosures) Section header callout Closing line of §18
Landing page, below buy button Beneath the buy-button CTA Beside the tagline
Landing page, global footer Footer Footer link beside Privacy Policy and Refund Policy links
Checkout page (clickwrap moment) n/a Required clickwrap link, see clickwrap language below
Email receipt Footer Footer line beneath the tagline
Renewal-window email Footer Footer line beneath the tagline

Required clickwrap language at checkout. The following phrasing is used at the checkout acceptance moment. The checkbox is not pre-checked. Acceptance is required before payment.

☐ I have read and agree to the Daybreak Labs Terms of Use for the Multi-Property Tax Strategy Workbook, including the binding arbitration agreement and class-action waiver.

Refund Policy pre-purchase disclosure, N.Y. Gen. Bus. Law §218-a. Separate from the Terms-of-Use surfaces above, the Refund Policy must be disclosed by hyperlink before the buyer reaches the billing-information step. N.Y. Gen. Bus. Law §218-a (as amended effective 2025-08-07) extends the refund-policy disclosure duty to online retailers and permits hyperlink-accessible disclosure either "near the item itself" or "prior to requesting billing information." Failure to disclose triggers NY's default of a thirty-day, at-the-buyer's-option cash-refund-or-credit right. Required placement:

Surface Refund Policy link placement
Landing page (buy button A "Refund Policy" hyperlink (and/or a one-line summary) placed above the buy/Pay button) not only in the global footer, so it is visible before the buyer proceeds to checkout
Checkout page, pre-billing A "Refund Policy" hyperlink to daybreaklabs.studio/refund displayed to the buyer before any billing-information field is requested
Landing page, global footer Footer link beside the Privacy Policy and Terms-of-Use links (baseline only; does not by itself satisfy the pre-billing placement required above)

This is the operative UX implementation of the representation in Refund Policy §10 (New York). Designing to NY's "prior to requesting billing information" standard also satisfies the CA §1723 and HI §481B-5.5 conspicuous-disclosure standards by construction.

Downloaded-bundle inclusion. The downloaded bundle includes a static Daybreak-Labs-Terms-of-Use_premium-tax-strategy-workbook_v[N].pdf frozen at the purchase-date version. The in-Workbook footer hyperlink continues to point to the canonical URL so online buyers see the current version on demand.

§S.12 Product-Specific Notices

Reinforcing notice:

THE MULTI-PROPERTY TAX STRATEGY WORKBOOK DOES NOT PROVIDE TAX ADVICE. ANY INFORMATION CONTAINED IN OR PRODUCED BY THE WORKBOOK IS PROVIDED FOR INFORMATIONAL AND PLANNING PURPOSES ONLY, AND YOU ARE RESPONSIBLE FOR CONSULTING WITH YOUR OWN PROFESSIONAL TAX ADVISORS CONCERNING YOUR SPECIFIC TAX CIRCUMSTANCES.

Release-date snapshot notice. Tax tables, federal income-tax brackets, statutory rates, depreciation tables, and statutory phase-down schedules in the Workbook are current as of the release date stamped in the Workbook itself. Tax-law changes enacted, regulations finalized, or guidance issued after the release date are not automatically reflected. Buyers should confirm any applicable post-release-date developments with their CPA. The 2026 release file references Rev. Proc. 2024-40 (2025 brackets) and Rev. Proc. 2025-32 (2026 brackets); subsequent revenue procedures, technical corrections, or legislation are out of scope until incorporated in a future release.

Incorporation of in-Product disclosures. This Agreement is read together with the in-Workbook disclosure blocks at Tab 1 (Dashboard) and Tab 11 (Changelog & Disclosures), and with §18 (Legal & Disclosures) of the companion PDF playbook. To the extent there is any conflict between this Schedule and those in-Product disclosure blocks, this Schedule controls.

Illustrative-example notice. Any scenarios, illustrations, worked examples, walk-throughs, or screenshots included in the Workbook or the companion PDF playbook are illustrative only, are not based on any real taxpayer's actual property or filings, and do not predict or guarantee any specific outcome for any buyer's actual property or situation.

§S.13 Privacy and Data Handling, Product-Specific Notes

The Daybreak Labs Privacy Policy at daybreaklabs.studio/privacy is incorporated by reference and governs the collection, use, sharing, retention, and protection of personal information across all Daybreak Labs Products, including the Multi-Property Tax Strategy Workbook. This §S.13 sets out Workbook-specific privacy notes that supplement the cross-product Privacy Policy. In the event of any direct conflict between this §S.13 and the Privacy Policy, this §S.13 controls solely with respect to the Workbook.

What Daybreak Labs receives from a Workbook purchase. Only:

No telemetry, no phone home, no transmission of Workbook inputs. The Multi-Property Tax Strategy Workbook is a Microsoft Excel .xlsx file plus a companion PDF playbook, both downloaded to the buyer's own computer. The Workbook does not transmit any usage data, telemetry, or buyer-entered value back to Daybreak Labs. It contains no analytics beacons, no "phone home" connection, no embedded login flow, and no link back to Daybreak Labs that would expose buyer inputs. It does not require an active internet connection to operate. Daybreak Labs has no technical means of seeing, receiving, recovering, or otherwise accessing any value the buyer enters into the buyer's local copy, including income figures, depreciation inputs, dependents, Social Security number, projected liability, or any other tax-relevant value.

§7216 / GLBA status. Daybreak Labs is not a "tax return preparer" within IRC §7216 with respect to the Workbook, Daybreak Labs does not prepare federal, state, or local returns for any customer, does not assist any customer in preparing a return, does not transmit any return to any taxing authority, is not an Authorized IRS e-File Provider, and does not produce filing-ready Form 1040, schedule, or attachment output. The Workbook is a tax-planning and strategy modeling tool, not tax-return-preparation software. Daybreak Labs is not a "financial institution" within the Gramm-Leach-Bliley Act (16 C.F.R. §314.2(h)) or the California Financial Information Privacy Act (Cal. Fin. Code §4052) because Daybreak Labs is not engaged in a "financial activity" within Bank Holding Company Act §4(k); selling digital tax-planning content is not on the §4(k) list of financial activities. Daybreak Labs is therefore not subject to IRS Pub 4557, the FTC Safeguards Rule at 16 C.F.R. Part 314, or the CalFIPA opt-in NPI-sharing regime in respect of the Workbook. (Daybreak Labs is, however, subject to general-purpose state data-security laws (including the NY SHIELD Act, MA 201 CMR 17.00, and IL PIPA) by reason of holding the buyer's email and Lemon Squeezy-supplied order/payment metadata, and complies with those laws at the small-business reasonable-safeguards level described in the Privacy Policy.)

No AI. The Workbook does not use artificial intelligence, as set out in §S.9 above. The artificial-intelligence provisions of the Master Agreement and the AI-specific commitments of the Privacy Policy do not apply to the Workbook. No customer data is used to train any AI model in connection with the Workbook because no customer data is collected through the Workbook in the first place.

Permitted forwarding to your CPA. Per §S.7 above, the buyer may forward the Workbook and the companion PDF playbook to the buyer's licensed CPA, Enrolled Agent, or tax attorney solely for purposes of the buyer's tax-return preparation, review, or filing. The buyer's CPA is independent of Daybreak Labs and is bound by their own professional and legal duties, including IRC §7216 to the extent the CPA receives tax return information from the buyer. Daybreak Labs has no relationship with the buyer's CPA and receives no information from that forwarding.

Retention. Order records and Lemon Squeezy-supplied order/payment metadata are retained for 7 years per the Privacy Policy to satisfy federal and New York tax, accounting, and recordkeeping obligations. The buyer's email address remains on the entitlement-renewal list for so long as the buyer holds an active update entitlement under §S.7; renewal-window emails stop when the entitlement expires or the buyer unsubscribes, whichever is earlier. Support correspondence is retained for 2 years from the close of the support thread.

Cross-reference. This §S.13 is the Workbook's per-Product privacy note. The cross-product privacy baseline that supplements it lives in Privacy Policy §1(c) (local-processing scope), §4 (special-category basis), §8 (retention), and §9 (safeguards).

Daybreak Labs LLC | Schedule A, Multi-Property Tax Strategy Workbook | v1.5 | Effective: September 3, 2026 Read together with: Daybreak Labs Master Terms of Use v1.1 (daybreaklabs.studio/terms) and Daybreak Labs Privacy Policy v1.3 (daybreaklabs.studio/privacy)

Planning workbook, not tax advice. Consult your CPA.

Schedule D: Estate Organizer Workbook

Schedule version: v1.0 | Effective: September 3, 2026 | Master Agreement: v1.1 Canonical URL: daybreaklabs.studio/terms

This Schedule supplements and is incorporated into the Daybreak Labs Master Terms of Use (the "Master Agreement"). The complete Terms of Use applicable to the Product named below consist of the Master Agreement plus this Schedule. Capitalized terms used and not defined in this Schedule have the meanings given in the Master Agreement. In the event of any direct conflict between this Schedule and the Master Agreement, this Schedule controls with respect to the Product named below.

§S.1 Product Identity

§S.2 Professional Category

With respect to this Product:

Use of the Product does not create an attorney-client relationship between you and Daybreak Labs. Where you received the Product through a law firm, your relationship with that firm is governed solely by your engagement with that firm; Daybreak Labs is not a party to it.

§S.3 Regulatory / Authority Disclaimer

The Product is not endorsed by, affiliated with, sponsored by, or approved by any state bar association, any court, the Internal Revenue Service, or any state department of revenue or taxation. State-specific reference content in the Product cites the statutes and public guidance identified in the Product's own source notes; those citations are provided for orientation, not as a statement of current law applicable to your situation.

§S.4 Scope Limitations and Excluded Users

§S.5 User Responsibility, Product-Specific

YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR ESTATE-PLANNING DECISIONS AND FOR ANY DOCUMENT YOU SIGN OR FILE, AND THAT THOSE DECISIONS AND DOCUMENTS REQUIRE THE ADVICE OF A LICENSED ATTORNEY.

§S.6 When to Escalate to a Licensed Professional

Review with a licensed attorney in your state when:

§S.7 License, Pricing, and Payment Terms

§S.8 Hard Prohibitions: Product-Specific

In addition to the general Prohibited Use restrictions in the Master Agreement, no communication, marketing, advertisement, or content associated with this Product shall:

§S.9 Artificial Intelligence Applicability

The Product does not use artificial intelligence, machine learning, large language models, automated reasoning, or any other automated decisioning system. The artificial-intelligence provisions of the Master Agreement do not apply to this Product.

No artificial intelligence. This Product contains no artificial intelligence. It is a formula-based spreadsheet and a static companion document; all outputs are produced by deterministic logic specified in the Product's documentation.

§S.10 Liability, Product-Specific Damage Categories

In addition to the general damage categories excluded in the Master Agreement, the Daybreak Parties shall not be liable for:

Liability cap basis: the amount actually paid to Daybreak Labs by you for the Product. For Firm Edition recipients this amount is zero, since the Product is licensed to the distributing firm, not sold to the client. The Master Agreement's carve-outs for gross negligence, fraud, and intentional misconduct continue to apply.

Educational and organizational tool, not legal advice. Review with a licensed attorney in your state.

§S.12 Firm Editions

A Firm Edition is a copy of the Product carrying the branding of a law firm that holds an active Estate Organizer Firm License Agreement with Daybreak Labs. If you received a Firm Edition: this Schedule and the Master Agreement govern your use of the Product; the distributing firm is not Daybreak's agent; Daybreak Labs remains the publisher of the Product's content; and nothing about the firm's branding makes the Product legal advice. A Firm Edition remains yours to use even if the distributing firm's license later ends.

§S.13 Privacy and Data Handling, Product-Specific Notes

Daybreak Labs LLC | Schedule D, Estate Organizer Workbook | v1.0 | Effective September 3, 2026 Read together with: Daybreak Labs Master Terms of Use v1.1 (daybreaklabs.studio/terms) and Daybreak Labs Privacy Policy (daybreaklabs.studio/privacy)