Terms of Use
Slay – Outfit Planner & Closet
Effective Date: June 23, 2026
Last Updated: July 19, 2026
IMPORTANT: THESE TERMS FORM A BINDING CONTRACT. SECTION 25 REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL BINDING ARBITRATION AND INCLUDES A CLASS-ACTION AND JURY-TRIAL WAIVER. PLEASE READ THESE TERMS CAREFULLY.
If you have questions about these Terms, contact us at support@getslayfashion.com.
1. Acceptance of Terms
These Terms of Use (the “Terms”) are a legally binding agreement between you and Slay Mobile Application Solutions LLC (“Company,” “Slay,” “we,” “our,” or “us”) governing your access to and use of the Slay – Outfit Planner & Closet mobile application, websites, software, subscriptions, content, communications, features, artificial-intelligence and image tools, and all related products and services that link to these Terms (collectively, the “Services”).
“Company Parties” means the Company and its past, present, and future parents, subsidiaries, affiliates, successors, assigns, and each of their respective members, managers, owners, officers, directors, employees, agents, contractors, representatives, advisors, service providers, licensors, licensees, distributors, and business partners.
By downloading, accessing, registering for, purchasing through, clicking to accept, or using any part of the Services, you acknowledge that you have read and understood these Terms and agree to be bound by them and by our Privacy Policy and any additional terms presented to you for a specific feature, offer, or transaction. If you do not agree, do not access or use the Services.
You consent to contracting electronically and agree that your electronic acceptance has the same legal effect as a handwritten signature. You should retain a copy of these Terms for your records.
2. Eligibility; Minors; Authority
You may not use the Services if you are under 13 years old. If you are between 13 and the age of legal majority where you live, you may use the Services only if your parent or legal guardian has reviewed and affirmatively accepted these Terms on your behalf and supervises your use. The parent or guardian is responsible for the minor’s acts and omissions and agrees to all obligations applicable to the minor to the maximum extent permitted by law.
By using the Services, you represent and warrant that:
You satisfy the age and consent requirements above.
You have the legal capacity and authority to enter into these Terms.
All registration and age information you provide is truthful, current, and complete.
You are not prohibited from using the Services under applicable law.
If you accept these Terms for another person or entity, you have authority to bind that person or entity.
We may require proof of age, identity, authority, or parental consent and may suspend or terminate access if satisfactory proof is not provided. A false statement concerning age, identity, authority, or parental consent is a material breach of these Terms.
3. Accounts and Account Security
You are responsible for maintaining the confidentiality and security of your account credentials and devices and for all activity occurring through your account, whether or not authorized by you, except to the extent applicable law provides otherwise. You agree to:
Provide accurate, current, and complete information.
Promptly update information that changes.
Use a strong, unique password and reasonable security precautions.
Promptly notify us at support@getslayfashion.com of suspected unauthorized access, credential compromise, or other security incidents.
Not create an account for another person without authorization.
Not sell, transfer, sublicense, share, or commercially exploit an account or subscription.
We may treat instructions and activity originating from your account as authorized by you until we receive and have a reasonable opportunity to act on notice of compromise. We are not responsible for losses caused by your failure to secure your account or device, to the maximum extent permitted by law.
4. Privacy and Data Processing
Our collection, use, disclosure, retention, and protection of personal information are described in our Privacy Policy, which is incorporated into these Terms by reference. Depending on how you use the Services, information processed may include account information, device and technical information, photographs, images, outfit and closet content, style preferences, sizing or fit preferences, app activity, purchase status, support communications, and other information you choose to provide.
You are responsible for ensuring that information and content you provide may lawfully be collected, processed, and disclosed as described in these Terms and the Privacy Policy. Do not provide another person’s personal information, image, likeness, or content unless you have all legally required permissions and consents.
No method of electronic transmission or storage is completely secure. Except where applicable law provides otherwise, the Company Parties do not guarantee that the Services or information processed through them will be immune from unauthorized access, loss, alteration, corruption, interception, or security incidents.
5. Messaging and Notifications
By creating an account or using the Services, you consent to receive administrative, transactional, purchase, security, legal, and service-related communications. These communications are part of the Services and may continue even if you opt out of marketing communications.
You may receive optional marketing communications where permitted by law and may opt out as described in those communications. You may manage push notifications through your device settings. Carrier, data, and messaging charges may apply.
6. Description of the Services; No Professional Advice
The Services may provide digital closet tools, outfit inspiration, image generation or editing, styling features, fit-related estimates, personalized recommendations, digital try-on features, affiliate links, and related fashion or entertainment content.
The Services are provided for fashion, styling, self-expression, informational, and entertainment purposes only. The Services do not provide medical, psychological, health, body-image, nutrition, tailoring, safety, legal, financial, or other professional advice. No Company Party has a fiduciary, professional, advisory, or special relationship with you merely because you use the Services.
You are solely responsible for evaluating and acting on information, recommendations, outputs, and content obtained through the Services. You should use independent judgment before purchasing or wearing clothing, attending an event, relying on a recommendation, sharing an image, or making any decision based on the Services.
7. Artificial Intelligence, Images, Styling, and Fit
The Services may use artificial intelligence, machine learning, automation, image processing, third-party models, or recommendation systems. You acknowledge and agree that:
Generated or automated outputs may be inaccurate, incomplete, biased, unrealistic, offensive, unavailable, delayed, or inappropriate.
Fit, size, proportion, appearance, compatibility, and styling outputs are estimates and not guarantees.
Digital try-on, edited images, and generated content may not reflect actual bodies, clothing, colors, lighting, materials, availability, or real-world results.
Similar or identical outputs may be provided to other users.
Outputs may not be unique, protectable, or free from third-party claims.
You must independently review outputs before using, publishing, purchasing, or relying on them.
You are solely responsible for your prompts, inputs, selection and use of outputs, and any consequences of that use.
To the maximum extent permitted by law, the Company Parties are not liable for bodily injury, emotional distress, body-image concerns, purchasing decisions, wardrobe decisions, reputational harm, third-party claims, or other losses arising from your use of or reliance on AI, image, styling, or fit features.
8. User Content; Permissions; License
“User Content” means photographs, images, prompts, messages, reviews, comments, captions, closet items, outfit content, profile information, feedback, and any other material you submit, upload, transmit, generate, create, publish, or otherwise make available through the Services.
As between you and the Company, you retain ownership of your User Content, subject to these Terms. You are solely responsible for User Content and for the consequences of creating, uploading, processing, publishing, sharing, or relying on it.
You represent and warrant that:
You own User Content or possess all rights, licenses, permissions, releases, and consents required for the Company Parties to process it as described in these Terms and the Privacy Policy.
User Content and its use will not infringe, misappropriate, or violate any intellectual-property, privacy, publicity, confidentiality, contractual, consumer-protection, or other right.
Every identifiable person depicted or referenced in User Content has provided all consent required by law, including consent for image processing and any sharing you direct.
If a minor is depicted, you have valid authorization from the minor’s parent or legal guardian and the content is lawful and appropriate.
User Content is not unlawful, fraudulent, defamatory, threatening, harassing, abusive, exploitative, obscene, sexually explicit, invasive of privacy, misleading, malicious, or otherwise prohibited by these Terms.
User Content does not contain malware, hidden code, unauthorized tracking technology, or material designed to disrupt, manipulate, or damage the Services or another person.
You grant the Company Parties a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, transferable license to host, store, cache, reproduce, process, analyze, adapt, modify, translate, create derivative works from, transmit, display, perform, distribute, and otherwise use User Content as reasonably necessary to operate, provide, secure, moderate, troubleshoot, personalize, develop, and improve the Services; comply with law; enforce these Terms; prevent fraud or harm; and make content available to recipients or audiences you select. This license includes use by vendors and service providers acting for us.
The license continues for as long as User Content is maintained through the Services and thereafter to the extent reasonably necessary for backups, legal compliance, dispute resolution, safety, fraud prevention, and enforcement, subject to applicable law and our Privacy Policy. We will not use private User Content in external advertising that identifies you without any consent required by law.
You waive, and agree not to assert, moral rights or similar rights in User Content to the maximum extent permitted by law. No license under this Section transfers ownership of a consumer review or restricts rights protected by the Consumer Review Fairness Act.
We may, but have no obligation to, review, screen, monitor, preserve, remove, restrict, refuse, edit, or disable access to User Content. Moderation decisions may be made with or without notice and do not create any duty to monitor or any admission concerning legality.
9. Lawful Reviews; Defamation; Unlawful Content; Company Remedies
Nothing in these Terms restricts your right to provide truthful reviews, opinions, or other lawful communications concerning the Services, the Company, a Company Party, or your experience with them. Negative opinions and truthful statements are not prohibited merely because they criticize or disfavor the Company or the Services.
These Terms do not protect or authorize unlawful conduct. You may not use the Services, User Content, Company intellectual property, or information obtained through the Services to create, publish, transmit, encourage, or materially assist:
A knowingly or recklessly false statement of fact concerning a Company Party or the Services.
Defamation, libel, slander, false light, fraud, extortion, blackmail, threats, stalking, unlawful harassment, or unlawful intimidation.
Impersonation of a Company Party or a false statement of affiliation, sponsorship, endorsement, authority, or employment.
Fabricated or materially altered evidence, communications, recordings, screenshots, reviews, images, or videos presented as authentic.
Disclosure of trade secrets, credentials, security information, private communications, or personal information without lawful authorization.
Doxing, swatting, malicious reporting, interference with business relationships, or coordinated unlawful attacks.
A false or misleading statement concerning a person’s actual experience with the Services.
The conduct listed above is “Unlawful Content or Conduct.” This definition does not include truthful statements, protected opinions, good-faith complaints, lawful reports to government authorities, lawful whistleblowing, or communications otherwise protected by applicable law.
Nothing in these Terms limits any Company Party’s existing rights or remedies concerning Unlawful Content or Conduct. To the maximum extent permitted by law, the Company may, without prior notice:
Preserve relevant account information, communications, and evidence.
Suspend or terminate accounts and access.
Remove or restrict content within the Services.
Report content or conduct to platforms, service providers, payment providers, hosting providers, law-enforcement agencies, regulators, or other affected parties.
Submit substantiated removal, preservation, identification, or disclosure requests.
Seek subpoenas or other lawful process to identify anonymous speakers or preserve evidence.
Seek temporary, preliminary, or permanent injunctive relief, specific performance, monetary damages, costs, and any other relief available by law.
Commence an action without first sending a warning, demand, or opportunity to retract where permitted by law.
If a Company Party obtains a final judgment or arbitral award establishing that you engaged in Unlawful Content or Conduct or materially breached this Section, you must reimburse that Company Party for reasonable enforcement costs and attorneys’ fees to the maximum extent permitted by law. No Company Party will use an unfounded or groundless legal threat to suppress a truthful consumer review.
You agree that Unlawful Content or Conduct involving intellectual property, confidential information, account security, impersonation, threats, doxing, or knowingly false factual statements may cause irreparable harm for which monetary damages may be inadequate. A Company Party may seek equitable relief, without posting bond or proving special damages, to the extent permitted by law. A court or arbitrator retains authority to determine whether relief is legally warranted.
10. Community Features, Reporting, and Safety
If the Services include public profiles, posts, comments, messaging, or other user-to-user features, you must use them lawfully and respectfully. You may not:
Harass, threaten, shame, abuse, exploit, groom, stalk, or impersonate another person.
Promote self-harm, eating disorders, dangerous body-image behavior, violence, or unlawful activity.
Publish private or sensitive information without authorization.
Upload or distribute intimate imagery, sexual content, or exploitative content, including digitally altered or AI-generated content, without all legally required consent.
Upload sexual content involving minors or content that facilitates child exploitation.
Spam, scam, manipulate, deceive, or coordinate inauthentic behavior.
Infringe intellectual-property, privacy, publicity, or other rights.
We may provide reporting, blocking, removal, or restriction tools. We do not guarantee that we will review, remove, preserve, or act on any specific report or content, except where required by law. You remain responsible for your interactions and should contact emergency services or law enforcement where appropriate.
11. Acceptable Use
You may not, directly or indirectly:
Violate applicable law, these Terms, or another person’s rights.
Use the Services for unlawful, harmful, abusive, exploitative, deceptive, or misleading purposes.
Gain or attempt unauthorized access to an account, system, network, model, database, or nonpublic portion of the Services.
Circumvent authentication, access limits, paywalls, subscriptions, security features, moderation, rate limits, geographic restrictions, or technical protections.
Reverse engineer, decompile, disassemble, decode, translate, copy, scrape, crawl, index, benchmark, probe, test, or derive source code, models, algorithms, prompts, data, or underlying components except where a prohibition is unenforceable under applicable law.
Conduct security research or vulnerability testing without our prior written authorization.
Use bots, scripts, automation, emulators, scraping tools, or other unauthorized means to access, extract, manipulate, or interact with the Services.
Use the Services, outputs, or Company content to develop, train, test, benchmark, or improve a competing product, model, dataset, or service without our prior written consent.
Introduce malware, malicious code, excessive traffic, denial-of-service activity, or material intended to damage, disrupt, or burden the Services.
Remove, obscure, or alter proprietary notices.
Misrepresent identity, age, location, authority, affiliation, purchase status, or eligibility.
Engage in payment fraud, unauthorized purchases, fraudulent refund requests, improper chargebacks, promotion abuse, or subscription sharing.
Resell, rent, lease, sublicense, or commercially exploit the Services or access to them without written authorization.
Encourage, assist, or enable another person to do any of the foregoing.
An attempted violation is a violation. We may investigate suspected violations and cooperate with lawful investigations.
12. Company Intellectual Property and Limited License
The Services and all software, designs, interfaces, databases, algorithms, models, prompts, workflows, documentation, trademarks, logos, trade dress, visual elements, text, Company content, and other materials made available by the Company, excluding User Content (“Company Materials”), are owned by or licensed to the Company and are protected by intellectual-property and other laws.
Subject to your continuous compliance with these Terms, the Company grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal, noncommercial use. No rights are granted by implication, estoppel, or otherwise.
The Company may revoke this license at any time. You may not copy, modify, distribute, sell, lease, sublicense, publicly display, publicly perform, exploit, or create derivative works from Company Materials except as expressly authorized in writing.
13. Feedback
If you submit ideas, suggestions, concepts, reviews directed to us, bug reports, feature requests, or other feedback (“Feedback”), you grant the Company Parties a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable right to use, reproduce, modify, commercialize, disclose, distribute, and otherwise exploit that Feedback without restriction, attribution, or compensation. Feedback does not include consumer-review content protected from intellectual-property transfer under applicable law.
You understand that Feedback is not confidential and that we have no obligation to implement it.
14. Third-Party Services, Retailers, and Links
The Services may display, link to, or integrate with third-party platforms, retailers, brands, affiliate partners, analytics providers, payment processors, advertising partners, AI providers, or other services. Third-party services are not controlled by the Company Parties, and their terms and privacy policies govern your use of them.
To the maximum extent permitted by law, the Company Parties are not responsible for third-party content, products, prices, availability, authenticity, sizing, fit, shipping, delivery, returns, refunds, warranties, safety, legality, data practices, acts, omissions, or disputes. A link, integration, or reference does not constitute an endorsement or guarantee.
Physical goods linked through the Services are sold by third parties unless expressly stated otherwise. Some links may be affiliate links, and the Company may receive compensation where permitted by law.
15. Paid Features and Apple App Store Subscriptions
Some Services require payment, an in-app purchase, or an automatically renewing subscription. Pricing, duration, included features, introductory offers, trial terms, and renewal terms will be disclosed in the applicable purchase flow.
For purchases made through the Apple App Store:
Payment is charged to your Apple Account at confirmation of purchase.
Subscriptions automatically renew unless canceled at least 24 hours before the end of the current subscription period.
Your account may be charged for renewal within 24 hours before the end of the current period.
You may manage or cancel the subscription through your Apple Account settings.
A free trial or promotion may convert to a paid subscription unless canceled before expiration.
Apple handles billing, refunds, and cancellation in accordance with Apple’s policies and applicable law.
Canceling an account with Slay does not automatically cancel an Apple subscription.
Where required by Apple’s rules, digital content and premium features must be purchased through Apple’s in-app purchase system.
We may change, add, remove, limit, or discontinue features, subject to applicable law and platform requirements. Except where prohibited by law, a subscription provides a right to access then-current eligible features during the subscription term and does not create a right to any particular future feature, output, or availability.
16. Web Payments and External Purchases
Where permitted, purchases may be made through a website or payment method outside the Apple App Store. Those purchases are processed by us or a third-party payment provider, not Apple. The checkout disclosures, refund terms, cancellation rights, and provider terms presented at purchase apply.
You are responsible for managing an external subscription through the applicable website, portal, or payment provider. Canceling an Apple subscription does not cancel an external subscription, and canceling an external subscription does not cancel an Apple subscription.
You authorize the applicable merchant and payment provider to charge the disclosed price, taxes, and recurring amounts until cancellation becomes effective. You must provide accurate billing information and promptly update it.
17. Refunds, Chargebacks, Taxes, and Amounts Owed
Except where required by law or expressly stated in the applicable purchase flow or refund policy, purchases are final and nonrefundable. Apple determines refunds for Apple purchases. The applicable merchant or payment provider determines refunds for external purchases, subject to law and any Company refund policy.
You may not initiate a chargeback or payment dispute based on information you know is false or misleading. Nothing in these Terms restricts a good-faith chargeback right provided by law. Fraudulent or abusive disputes are a material breach and may result in suspension, termination, collection activity, and recovery of amounts and costs legally owed.
18. Apple App Store Terms
If you download or use the App through the Apple App Store:
These Terms are between you and the Company, not Apple.
Apple is not responsible for the App, its content, maintenance, or support.
To the extent required by law, the Company is responsible for maintenance or support.
If the App fails to conform to an applicable warranty, you may notify Apple, and Apple may refund the purchase price, if any, in accordance with its policies. To the maximum extent permitted by law, Apple has no other warranty obligation.
Apple is not responsible for claims concerning the App or your use, including product-liability, consumer-protection, regulatory, or intellectual-property claims.
You must comply with applicable third-party terms.
You represent that you are not in a U.S.-embargoed or terrorist-supporting country and are not on a U.S. prohibited or restricted party list.
Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce the applicable provisions against you.
19. Beta Features; Availability; Changes
Features identified as alpha, beta, preview, experimental, early access, or similar are provided for evaluation, may be incomplete or unstable, and may be changed or discontinued at any time without liability to the maximum extent permitted by law.
We do not guarantee that the Services, any feature, content, subscription benefit, or User Content will be available, uninterrupted, error-free, secure, retained, or compatible with any device, retailer, item, or third-party service. We may impose or change limits, modify interfaces, update models, conduct maintenance, and discontinue all or part of the Services.
20. Suspension and Termination
You may stop using the Services at any time. Stopping use or deleting an account does not automatically cancel a subscription or eliminate amounts already owed.
To the maximum extent permitted by law, we may, with or without notice, investigate, suspend, restrict, disable, or terminate any account, subscription, feature, User Content, or access if we reasonably believe:
You violated or may violate these Terms or law.
Your conduct creates legal, security, safety, fraud, reputational, financial, or operational risk.
Action is required by a court, government authority, platform, payment provider, or service provider.
Your conduct harms or may harm a Company Party, user, or third party.
Continued access is commercially impracticable or the Services are discontinued.
Termination ends your license and right to use the Services immediately. Sections that by their nature should survive will survive, including those concerning licenses, ownership, Feedback, payment, disclaimers, releases, limitations of liability, indemnification, Company remedies, claim limitations, dispute resolution, and miscellaneous terms.
21. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, COMPANY MATERIALS, OUTPUTS, AND ALL CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” USE IS AT YOUR SOLE RISK.
THE COMPANY PARTIES DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, COMPATIBILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
Without limiting the foregoing, no Company Party warrants that:
The Services or outputs will meet your needs or expectations.
Styling, fit, size, body, color, fabric, product, retailer, or appearance information will be accurate or suitable.
The Services will be uninterrupted, secure, timely, error-free, or free of harmful components.
Defects, errors, loss, or unauthorized access will be corrected or prevented.
User Content or third-party content will be lawful, safe, accurate, available, or appropriate.
Any purchase, event, interaction, or result will be satisfactory.
No oral or written statement creates a warranty unless expressly stated in these Terms. Some jurisdictions do not allow certain disclaimers; in those jurisdictions, disclaimers apply to the maximum extent permitted by law.
22. Assumption of Risk; Release; Covenant Not to Sue
You knowingly and voluntarily assume all risks arising from or related to your use of the Services, including risks associated with User Content, AI outputs, recommendations, image processing, interactions with users, retailers or third parties, purchases, clothing choices, events, device use, data loss, emotional distress, body-image concerns, and reputational consequences.
To the maximum extent permitted by law, you release and forever discharge the Company Parties from claims, demands, liabilities, damages, losses, and causes of action, known or unknown, arising from or related to:
Disputes with other users, retailers, payment providers, platforms, or third parties.
Third-party goods, services, links, statements, acts, or omissions.
User Content you or another person creates, uploads, processes, shares, or relies upon.
Your voluntary disclosure of information or content.
Styling, fit, sizing, image, AI, shopping, wardrobe, or event decisions.
Authorized moderation, suspension, removal, preservation, disclosure, or enforcement actions.
To the extent California Civil Code § 1542 or a similar law applies, you waive protections concerning unknown claims to the maximum extent permitted by law. Section 1542 states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
You covenant not to commence or maintain a claim against a Company Party except through the exclusive procedures authorized by Section 26 and only to the extent the claim has not been validly released or waived. This Section does not release or prohibit any claim that cannot lawfully be released or waived in advance.
23. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO COMPANY PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, MULTIPLE, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, USE, GOODWILL, REPUTATION, OR DATA; COST OF SUBSTITUTE SERVICES; BUSINESS INTERRUPTION; PERSONAL OR EMOTIONAL DISTRESS; DEVICE OR PROPERTY DAMAGE; WARDROBE OR RETAIL PURCHASES; OR THIRD-PARTY ACTIONS, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, WARRANTY, EQUITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY PARTIES HAVE NO LIABILITY ARISING FROM OR RELATED TO USER CONTENT; AI OR AUTOMATED OUTPUTS; THIRD-PARTY CONTENT, PRODUCTS, SERVICES, OR CONDUCT; UNAUTHORIZED ACCOUNT ACTIVITY; MODERATION OR FAILURE TO MODERATE; SERVICE INTERRUPTIONS; LOSS OR CORRUPTION OF DATA; OR DECISIONS MADE IN RELIANCE ON THE SERVICES.
IF LIABILITY CANNOT BE FULLY EXCLUDED, THE TOTAL AGGREGATE LIABILITY OF ALL COMPANY PARTIES FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES, THESE TERMS, OR THEIR SUBJECT MATTER WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU ACTUALLY PAID DIRECTLY TO THE COMPANY FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM.
The exclusions and cap apply collectively, are cumulative rather than per incident or per defendant, and apply even if a remedy fails of its essential purpose. They are fundamental elements of the bargain and reflect the allocation of risk. The limitations do not limit your payment, indemnification, or other obligations and do not apply to liability that cannot legally be excluded or limited. Where a jurisdiction requires a different minimum remedy, liability is limited to the smallest amount and narrowest scope permitted by law.
24. Indemnification; Defense; Reimbursement
To the maximum extent permitted by law, you will indemnify, defend, and hold harmless each Company Party from and against every third-party allegation, demand, claim, action, suit, investigation, proceeding, judgment, settlement, penalty, fine, damage, liability, loss, and cost or expense, including reasonable attorneys’ fees and expert fees (“Indemnified Matters”), arising out of or related to:
Your access to, use of, attempted use of, or misuse of the Services.
Your User Content, prompts, inputs, outputs, publications, or communications.
Your breach or alleged breach of these Terms or any representation, warranty, or covenant.
Your violation or alleged violation of law or another person’s rights.
Intellectual-property, privacy, publicity, confidentiality, data-protection, consumer-protection, or contractual claims relating to your conduct or content.
Images, information, or content concerning another person that you submit, process, edit, generate, publish, or share.
Fraud, payment disputes, chargeback abuse, account sharing, impersonation, or unauthorized activity attributable to you.
Unlawful Content or Conduct.
Your dealings or disputes with another user, retailer, product, platform, payment provider, or third party.
Taxes, duties, or governmental charges attributable to your transactions or conduct.
Your duty to defend begins immediately upon tender of an Indemnified Matter. The applicable Company Party may select counsel and control the investigation, defense, and settlement. You will promptly cooperate, preserve relevant evidence, provide accurate information, and reimburse defense costs as incurred. You may not settle an Indemnified Matter without the Company’s prior written consent if the settlement imposes liability or obligations on a Company Party, requires an admission, restricts a Company Party, or does not provide a complete unconditional release.
If the Company assumes exclusive control, you remain responsible for covered costs and may participate at your own expense with counsel reasonably acceptable to the Company. Failure to provide prompt notice does not relieve your obligations except to the extent you prove material prejudice.
If any indemnification obligation is unavailable or unenforceable, you will contribute the maximum amount permitted by law toward the applicable losses and costs based on your relative responsibility. These obligations are independent of, and not limited by, the liability cap and survive termination.
25. Claims Deadline; Mandatory Informal Resolution; Arbitration; Class and Jury Waivers
25.1 One-Year Claims Deadline
To the maximum extent permitted by law, any claim arising out of or relating to the Services, these Terms, or their subject matter must be formally commenced within one year after the claim accrued. A claim not commenced within that period is permanently barred. If law prohibits a one-year period, the shortest permitted period applies.
25.2 Individual Notice and Informal Resolution
Before commencing arbitration or litigation, the claimant must send an individualized written Notice of Dispute. A notice to the Company must be emailed to support@getslayfashion.com with “Legal Notice of Dispute” in the subject line and must include the claimant’s name, account email, contact information, detailed facts, legal basis, requested relief, and a personally signed certification that the information is accurate and the claim is brought in good faith.
The parties will attempt in good faith to resolve the dispute individually for 45 days after receipt of a complete notice. Limitations periods are tolled during this 45-day period where required by law. Compliance is a condition precedent to arbitration or litigation, and a court or arbitrator may enjoin or dismiss a prematurely filed claim and award recoverable costs.
25.3 Agreement to Individual Binding Arbitration
Except for the limited matters in Section 25.7, you and the Company agree that every dispute, claim, or controversy arising out of or relating to the Services, these Terms, any prior version of the Terms, the Privacy Policy, marketing, subscriptions, purchases, communications, User Content, or the relationship between you and a Company Party will be resolved exclusively by final and binding individual arbitration, not in court.
This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and evidences a transaction involving interstate commerce. The arbitrator, and not a court, will decide questions concerning the interpretation, scope, applicability, enforceability, or formation of this arbitration agreement, except that a court will decide questions concerning the Class-Action Waiver in Section 26.8 and requests for public injunctive relief that applicable law requires a court to decide.
25.4 Administrator and Rules
Arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in effect when the claim is filed, as modified by these Terms. If AAA determines that filings constitute a mass arbitration, AAA’s Mass Arbitration Supplementary Rules and applicable fee schedule will apply.
If AAA is unavailable or unwilling to administer a dispute after reasonable efforts by the filing party, the parties will select a substitute administrator. If they cannot agree, a court with jurisdiction will appoint one under 9 U.S.C. § 5. No administrator may conduct class, collective, consolidated, or representative arbitration.
25.5 Arbitration Procedure and Relief
The arbitration will be conducted by one neutral arbitrator. It may proceed by documents, telephone, video conference, or an in-person hearing as required by the applicable rules and law. The arbitrator will apply applicable substantive law and these Terms, may award only relief legally available to the individual claimant, and must issue a reasoned written decision upon timely request.
The arbitrator may not award relief for or against anyone who is not an individual party and may not consolidate claims except with the written consent of all parties. An award may be entered in any court with jurisdiction.
25.6 Fees
Fees will be allocated under the applicable AAA Consumer Rules and law. Each party will bear its own attorneys’ fees unless these Terms or applicable law authorize recovery. The Company may seek fees or sanctions for a claim or filing that the arbitrator determines was frivolous, brought in bad faith, or submitted for an improper purpose, but only to the extent permitted by law and the applicable rules.
25.7 Limited Exceptions and Company Protection Actions
Either party may bring an eligible individual claim in small-claims court. Either party may report a matter to a government agency, and an agency may seek relief authorized by law.
Notwithstanding any other provision, a Company Party may bring or maintain an action in any court of competent jurisdiction to protect intellectual property, trade secrets, confidential information, systems, accounts, or security, or to address fraud, unauthorized access, impersonation, extortion, threats, stalking, doxing, defamation, libel, slander, false light, or other Unlawful Content or Conduct. A Company Party may seek identification, preservation, takedown, injunctive, equitable, and monetary relief in such an action. You consent to personal jurisdiction and venue in any jurisdiction where the conduct occurred, where harm was suffered, or where a relevant service provider or evidence is located, to the extent permitted by law.
Any party may seek temporary emergency relief in a court where necessary to preserve the status quo or prevent imminent irreparable harm pending arbitration. Seeking such relief does not waive arbitration of any remaining arbitrable issue.
25.8 Class-Action and Representative-Action Waiver
YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY MAY BRING, JOIN, PARTICIPATE IN, RECEIVE MONEY OR OTHER RELIEF FROM, OR ACT AS A PLAINTIFF, CLAIMANT, PRIVATE ATTORNEY GENERAL, CLASS MEMBER, OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, OR REPRESENTATIVE ACTION OR ARBITRATION.
The arbitrator has no authority to conduct or preside over any class, collective, consolidated, coordinated, or representative proceeding or to award relief to absent persons. Coordinated counsel, similar claims, or mass filings do not authorize consolidation of the merits of individual claims.
If a final court decision holds that a particular claim or request for relief cannot lawfully be waived or arbitrated on an individual basis, only that claim or request will proceed in court after all arbitrable claims are completed, and all other claims remain subject to arbitration. If the Class-Action Waiver is held unenforceable as to a proposed class or representative proceeding, the arbitration agreement does not apply to that proceeding, which must be litigated in a court of competent jurisdiction; the enforceable remainder survives.
25.9 Jury-Trial Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND THE COMPANY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR A DISPUTE ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR THEIR SUBJECT MATTER.
25.10 No Arbitration Opt-Out; Material Changes
There is no contractual right to opt out of this arbitration agreement. If we materially modify Section 26, the modification will apply prospectively only after legally sufficient notice and acceptance. The version accepted when a dispute first arose will govern that dispute unless the parties expressly agree otherwise.
25.11 Survival
This Section survives suspension, termination, account deletion, payment, cancellation, bankruptcy, and cessation of use.
26. Governing Law; Court Venue
Except to the extent governed by the Federal Arbitration Act or preempted by federal law, these Terms and any dispute are governed by Delaware law, without regard to conflict-of-law rules.
For any matter permitted to proceed in court and not subject to Section 26.7’s special venue provision, you consent to exclusive jurisdiction in the state and federal courts located in Delaware and waive objections based on personal jurisdiction, venue, or inconvenient forum, except where applicable consumer law requires otherwise.
Mandatory consumer protections of your home jurisdiction apply only to the extent they cannot lawfully be waived by contract.
27. Export Controls and Sanctions
You may not access, export, re-export, transfer, or use the Services in violation of U.S. or other applicable export-control or sanctions laws. You represent that you are not located in, ordinarily resident in, or controlled by a prohibited jurisdiction and are not a restricted party.
28. Changes to the Services or Terms
We may modify the Services and these Terms. If changes are material, we may provide notice through the Services, by email, or by another legally sufficient method. Except as stated in Section 25.10, continued use after the effective date constitutes acceptance to the extent permitted by law. We may require affirmative acceptance before further use.
Changes will not retroactively reduce accrued rights or create retroactive obligations where prohibited by law. If you do not agree to updated Terms, you must stop using the Services and cancel any subscription through the applicable provider.
29. Miscellaneous
Entire Agreement
These Terms, the Privacy Policy, and additional terms presented for a particular feature, offer, or transaction constitute the entire agreement concerning the Services and supersede prior understandings concerning their subject matter.
Assignment
You may not assign, transfer, delegate, or sublicense these Terms or any right without our prior written consent. Any attempted transfer is void. The Company may assign or transfer these Terms, in whole or part, without your consent in connection with financing, a merger, acquisition, reorganization, sale of assets or equity, change of control, operation of law, or otherwise.
Severability and Reformation
Except as specifically provided in Section 26, if a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and reformed to best accomplish its intended lawful purpose, and the remainder remains effective.
No Waiver
A failure or delay in exercising a right is not a waiver. A waiver must be in writing and signed by an authorized Company representative and applies only to the specific instance stated.
No Third-Party Beneficiaries
Except for Company Parties and Apple as expressly provided, these Terms do not create third-party beneficiary rights. Each Company Party may directly enforce provisions protecting it.
Independent Parties
These Terms do not create employment, agency, partnership, joint venture, franchise, fiduciary, or other special relationship between you and a Company Party.
Force Majeure
No Company Party is liable for delay, interruption, or failure caused by circumstances beyond reasonable control, including internet or utility failures, cyberattacks, platform or vendor outages, labor disputes, shortages, disasters, epidemics, war, terrorism, civil unrest, government action, changes in law, or acts of God.
Interpretation
Headings are for convenience only. “Including” means “including without limitation.” Singular includes plural and vice versa where appropriate. These Terms will not be construed against a party merely because that party drafted them.
30. Contact
Questions, reports, and support requests may be sent to:
Slay Mobile Application Solutions LLC
Email: support@getslayfashion.com
Formal Notices of Dispute must follow Section 25.2.