Daybot Solutions Inc.
Terms of Service
Last Modified: September 19, 2025
For information on our Enterprise Terms of Service, please contact us.
These Terms of Service (these “Terms”) describe the terms and conditions by which you may access and/or use the Visual Studio Code extension and any other software plugin or extension provided on daybot.ca or edgar.daybot.ca or otherwise by Daybot Solutions Inc. (Ontario corporation; including its successors and assigns, “Daybot,” “Edgar,” “we,” “our,” or “us”) that uses frontier models to write, edit, and build software (the “Edgar Extensions”), and the website(s), including daybot.ca, edgar.daybot.ca, any successor URL(s), and any and all related software, documentation, and online, mobile-enabled, and/or digital services that link to these Terms (collectively, the “Service”). By accessing and/or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, and you acknowledge that you have read and understood our Privacy Notice. We reserve the right to modify these Terms, and we will provide notice of material changes as described below. These Terms apply to all visitors and users of the Service, and to all others who access the Service (collectively, “Users,” and, as applicable to you, “you” or “your”).
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.
THESE TERMS CONTAIN A ARBITRATION PROVISION IN SECTION 15.2 AND A SECTION 15.3 CLASS ACTION/JURY TRIAL WAIVER. HOWEVER, IF YOU ARE A CONSUMER AND APPLICABLE PROVINCIAL CONSUMER PROTECTION LAW PROHIBITS MANDATORY ARBITRATION OR CLASS ACTION WAIVERS, THOSE PROVISIONS DO NOT APPLY TO YOU. IN QUEBEC, DISPUTES WILL BE RESOLVED IN THE COURTS OF QUEBEC AND THESE TERMS WILL BE GOVERNED BY THE LAWS OF QUEBEC AND CANADA.
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1. How We Administer the Service
1.1 Eligibility
This is a contract between you and Daybot Solutions Inc. You must read and agree to these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you are at least 13 years old. If you are between 13 and the age of majority in your jurisdiction (18 in Ontario; 19 in some provinces), you represent that you have parental or guardian consent to use the Service. You may use the Service only in compliance with these Terms and all applicable local, provincial, national, and international laws, rules, and regulations (“Applicable Law”). The Service is not available to any Users we previously removed from the Service.
1.2 User Accounts
(a) Your User Account. You may sign up for an account on the Service (your “User Account”). Your User Account may give you access to certain services and functionalities that we may, in our sole discretion, establish and maintain as part of the Service from time to time. You acknowledge that, notwithstanding anything to the contrary herein, you do not own your User Account, nor do you possess any rights to data stored by or on our behalf on the servers running the Service. We may maintain different types of User Accounts for different types of Users.
(b) Organizational Accounts. An individual may access and/or use the Service on behalf of a company or other entity (an “Organization”). In such cases: (i) these Terms are an agreement between (A) us and such individual and (B) us and that Organization; (ii) “you” means (A) such individual and (B) the Organization, on behalf of itself and its subsidiaries and affiliates, and its and their respective directors, officers, employees, contractors, agents, and other representatives who access and/or use the Service (collectively, “Org Users”); (iii) such individual represents and warrants that they have authority to bind the Organization; (iv) such individual’s acceptance of these Terms binds the Organization; (v) we may disclose information regarding such individual and such individual’s access to and use of the Service to that Organization; (vi) such individual’s right to access and use the Service may be suspended or terminated (and the administration of the applicable User Account may be transferred) if such individual ceases to be associated with, or ceases to use an email address associated with or provisioned by, that Organization; (vii) that Organization will make all Org Users aware of these Terms and will cause compliance; and (viii) that Organization is responsible and liable for all acts and omissions of its Org Users.
(c) Connecting Via Third-Party Services. By connecting to the Service via a third-party service, you give us permission to access and use your information from that service, as permitted by that service, and to store your log-in credentials and/or access tokens for that service.
(d) Account Security. You may never use another User’s User Account without such User’s permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account; you will keep your password(s) and any other authentication credentials secure and not share them with anyone else. We encourage you to use strong passwords. Any Org User with administrator-level access to your User Account can modify your settings, access, and billing information. We disclaim liability for losses caused by any unauthorized use of your User Account and/or any changes to your User Account, including changes made by Org Users with administrator-level access. You will notify us immediately of any breach of security or unauthorized use of your User Account.
(e) Account Settings; CASL Consent. You may control certain aspects of your User Account and profile via the settings page. By providing us with your email address, you consent to our using that email address to send you Service-related notices (including notices required by Applicable Law) in lieu of postal mail. We will only send you marketing or promotional emails with your express consent or as otherwise permitted by law. Every marketing email will clearly identify Daybot as the sender and include an unsubscribe link that works within 10 business days. Opting out will not prevent you from receiving Service-related notices.
1.3 Changes, Suspension, and Termination
You may de-activate your User Account at any time. We may, with or without prior notice, change the Service, stop providing the Service or features of the Service, or create usage limits. We may permanently terminate or temporarily suspend your access to your User Account and/or the Service without liability, with or without cause, including if, in our sole determination, you violate any provision of these Terms. Where required by law, we will provide at least 15 days’ notice before terminating your account, except where immediate termination is necessary for legal, security, or misuse reasons. Upon termination, you remain bound by these Terms to the extent they by their nature survive.
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2. Access to the Service; Service Restrictions
2.1 Access to the Service
Subject to your compliance with these Terms and any documentation we may make available, you are granted a non-exclusive, limited, non-transferable, and freely revocable right and license to access and use the Service, solely for your personal use or internal business purposes, as applicable, strictly as permitted by the features of the Service. We may terminate this license at any time, for any reason or no reason. We reserve all rights not expressly granted herein.
2.2 Restrictions and Acceptable Use
Except to the extent a restriction is prohibited by Applicable Law, you will not do, and will not assist, permit, or enable any third party to do, any of the following: disassemble, reverse engineer, decode, or decompile any part of the Service; use automated means that overload the Service; use Service content or metadata for ML/AI training or identification of natural persons; trade API keys without our prior written consent; copy, rent, lease, sell, loan, transfer, assign, license, sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Service or our Intellectual Property (including automated or non-automated scraping); use the Service in any manner that impacts stability or performance; impose unreasonable load; violate Applicable Law, third-party rights, or submit fraudulent/defamatory/hateful/violent/abusive content; use or display the Service in competition with us or for benchmarking to our detriment; access content by means not provided or authorized by us; bypass access restrictions; interfere with security or transmissions; transmit spam or malware; impersonate others; harvest personal information; or imply endorsement, affiliation, or sponsorship without our express written consent.
Anti-Abuse (Token Caps / Billing / Security). You may not attempt to exceed token caps, bypass or tamper with billing/metering systems, probe or circumvent security controls, or otherwise engage in unauthorized access or use. Such conduct constitutes unauthorized access and fraud/theft. We may suspend or terminate access and pursue all remedies (including damages, injunctive relief, and recovery of fees, costs, and legal expenses) under Ontario law.
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3. User Content
3.1 Ownership of User Content
As between you and Daybot, you (or, if applicable, your Organization or other licensor) retain all right, title, and interest in and to every line of code, prompt, response, file, terminal output, or other material you upload to, generate with, or otherwise make available through the Service (“User Content”). However, if you install an Edgar Extension and direct all model calls through infrastructure you control, Daybot does not receive or store your input tokens, output tokens, underlying code, or other User Content. If an account is created with an organizational-domain e-mail address or otherwise identifies itself as an organizational account, Daybot will, unless notified in writing by an authorized representative, presume that the Organization owns all associated User Content. Nothing in these Terms transfers any ownership of User Content to Daybot.
3.2 License You Grant to Daybot
You grant Daybot and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to host, cache, copy, process, transmit, display, perform, and otherwise use your User Content: (a) to provide, maintain, troubleshoot, and secure the Service and any related support you request; (b) to improve and develop the Service and Daybot’s products excluding the use of User Content for ML/AI model training/tuning (whether identifiable, de-identified, or aggregated); Daybot may create and use de-identified or aggregated analytics about usage of the Service for operational insights, reliability, and capacity planning; and (c) to comply with law, enforce these Terms, and protect the Service and its users. Daybot does not train ML/AI models on your User Content.
3.3 User Content Representations and Warranties
You affirm and warrant that: you have obtained all required consents; your User Content and your use of outputs, and our use thereof under these Terms, will not violate Applicable Law or third-party rights; your User Content does not include government-classified or confidential information of third parties; we may exercise the rights granted without obligation to pay guild, residual, or collective-bargaining fees; you will not upload personal information of children under 13; your User Content does not include prohibited or unlawful content; and your submissions are truthful and accurate to your knowledge.
3.4 Disclaimer
WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR USER CONTENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY USER CONTENT. YOU ARE SOLELY RESPONSIBLE FOR YOUR USER CONTENT AND ITS CONSEQUENCES. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUTS MAY NOT BE UNIQUE ACROSS USERS AND MAY BE INCORRECT OR UNSUITED TO YOUR PURPOSE; YOU MUST EVALUATE ACCURACY (INCLUDING VIA HUMAN REVIEW).
3.5 Telemetry Data
Daybot collects non-code telemetry and usage data (“Telemetry Data”) such as click events and generalized usage patterns. Telemetry is on by default and can be disabled in extension settings, after which no telemetry is transmitted to or retained by Daybot. If you installed the open-source Edgar extension, direct all model calls through your own infrastructure, and you do not have a User Account, no User information is collected with telemetry. Telemetry Data is owned by Daybot; to the extent any ownership rights vest in you, you assign all such rights to us. We may use Telemetry Data for any lawful purpose, including Service provision/maintenance, product improvement and development, monitoring usage, research and analytics, and sharing de-identified or aggregated analytics. Telemetry Data does not include your code, prompts, or outputs; Daybot does not train models on User Content.
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4. Intellectual Property
4.1 Intellectual Property Rights Definition
“Intellectual Property Rights” means all patent, copyright, mask work, moral, personality, trademark, trade dress, service mark, goodwill, trade secret, and other intellectual and proprietary rights now existing or later arising, and all applications, registrations, renewals, and extensions thereof, under Applicable Law.
4.2 Daybot Intellectual Property
We (or our licensors) own all rights in and to the Service, all materials and content displayed or otherwise made available on/through the Service (excluding your User Content), and all software, algorithms, code, and technology underlying or included in the Service (collectively, “Intellectual Property”). Except as expressly provided, nothing in these Terms creates a license under any Intellectual Property Rights. Use for any purpose not expressly permitted is prohibited.
Fork Attribution Edgar is a fork of the open-source “Cline” project. We acknowledge the contribution efforts of the Cline open-source community and maintainers. Daybot Solutions Inc. is solely responsible for Edgar and the Service. Cline Bot Inc. and the Cline contributors are not affiliated with, do not sponsor, and do not endorse Daybot Solutions Inc. Any reference to “Cline” is made solely for factual attribution pursuant to applicable open-source licenses and does not imply any relationship or approval.
4.3 Feedback
To the extent you provide suggestions or other feedback (“Feedback”), you assign to us all rights (including Intellectual Property Rights) in such Feedback. We may use Feedback without attribution or compensation, for any purpose. Feedback is our Confidential Information.
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5. Confidential Information
The Service may include non-public, proprietary, or confidential information of Daybot (“Confidential Information”). Confidential Information includes any information that reasonably should be understood to be confidential given the nature and context, including non-public business, product, technology, and marketing information. You will: (a) protect Confidential Information with at least the same degree of care you use for your highly sensitive confidential information (no less than reasonable care); (b) not use Confidential Information except to exercise your rights or perform your obligations under these Terms; and (c) not disclose Confidential Information to any person or entity, except to service providers or financial/legal advisors who need to know and are bound by no-use/no-disclosure restrictions at least as restrictive as these.
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6. Our Publicity Rights
We may identify you as a User in promotional materials. We will promptly stop upon request to [mehar@daybot.ca](mailto:mehar@daybot.ca).
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7. Payments, Billing, and Subscription Plans
7.1 Billing Policies
Certain features may be provided for a fee (a “Subscription”). If you use paid features, you agree to our pricing and payment terms, as updated from time to time. We may add new services and add or amend fees at any time. Any change to pricing or payment terms becomes effective in the next billing cycle following notice to you. All fees are in Canadian Dollars (CAD) unless specified otherwise.
7.2 Taxes
All fees are exclusive of applicable taxes, levies, or duties, which you must pay.
7.3 Payment Methods and Automatic Renewals
You may pay by credit card, debit card, or other methods we make available. You authorize us to charge your chosen method for Subscription fees and any other charges you incur.
Subscription Renewals; Ontario CPA Disclosure. Your Subscription continues until cancelled. After your initial period (and each subsequent period), it renews automatically on the first day after the term ends (each a “Renewal Commencement Date”) for an additional equivalent period at our then-current price. We will provide advance notice of renewal (e.g., at least 7 days before a free trial converts to paid). You may cancel at any time online through your account settings, without needing to contact support.
7.4 Cancellation, Refunds, and Free Trials
Cancellation. You may cancel any time via “Manage Subscription” in your account or by contacting [mehar@daybot.ca](mailto:mehar@daybot.ca). If you cancel, you may continue to use the Service through the end of the current term; the Subscription will not renew.
Refunds (updated). Except where required by law, fees are non-refundable once usage occurs. If we terminate your Subscription without cause, we will issue a prorated refund of unused, prepaid fees. Your statutory rights under Canadian consumer protection laws remain unaffected.
Free Trials. Free trials may be offered. At the end of a free trial, your paid Subscription will begin and your payment method will be charged unless you cancel before the trial ends. Free trials may not be combined with other offers and are limited to new subscribers only. We may modify or discontinue free trials at any time.
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8. Privacy; Data Security
8.1 Privacy
By using the Service, you acknowledge that we may collect, use, and disclose your personal information and aggregated/anonymized data as set forth in our Privacy Notice.
8.2 Security; International Transfers (updated)
We implement reasonable technical and organizational safeguards to protect your personal information. We may process data outside your province and outside Canada (e.g., in the United States) subject to contractual or legal safeguards. No method of transmission or storage is 100% secure; we cannot guarantee absolute security.
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9. Text Messaging and Calls
We do not send SMS/MMS messages or place marketing or promotional calls as part of the Service. If this changes, we will update these Terms and obtain any required consents.
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10. Your Use of Third-Party Services
The Service may link to or integrate with third-party sites, materials, and services (“Third-Party Services”), and certain functionalities may require use of providers such as OpenRouter, Google Vertex AI, Amazon Bedrock, Requesty, Anthropic, or OpenAI. If you use a Third-Party Service in connection with the Service, you must comply with that third party’s terms. We do not endorse or assume responsibility for Third-Party Services. Your dealings with third-party advertisers are solely between you and them. We are not responsible for any loss or damage arising from your dealings with Third-Party Services or advertisers.
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11. Release
You release us from all claims, damages (direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses, known and unknown, arising out of disputes between you and a third party in connection with the Service. You waive any equivalent law providing that a general release does not extend to unknown claims that, if known, would have materially affected the settlement.
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12. Indemnity
You will defend, indemnify, and hold harmless us and our subsidiaries/affiliates and our/their agents, suppliers, licensors, employees, contractors, officers, and directors (collectively, including Daybot, the “Daybot Indemnitees”) from and against claims, damages (direct/indirect/incidental/consequential/special/exemplary), obligations, losses, liabilities, costs, debts, and expenses (including legal fees) arising from: (a) your access to and/or use of the Service (including outputs); (b) your breach of these Terms; (c) your violation of any third-party right; (d) your violation of Applicable Law; (e) User Content or any content submitted via your User Account; (f) your willful misconduct; or (g) any third party’s access to and/or use of the Service with your credentials.
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13. No Warranty; Disclaimers
The Service is provided “AS IS” and “AS AVAILABLE.” To the maximum extent permitted by Applicable Law, the Service, our Intellectual Property, and any other information available via the Service are provided without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service or any Third-Party Services will be accurate, reliable, meet your requirements, be available, uninterrupted, or secure; that defects will be corrected; or that the Service is free of viruses or other harmful components. Content obtained through the Service is at your own risk.
Some jurisdictions do not allow the exclusion/limitations on certain implied warranties; some disclaimers may not apply to you. Your statutory rights are unaffected to the extent they cannot be disclaimed.
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14. Limitation of Liability
To the maximum extent permitted by Applicable Law, in no event will any Daybot Indemnitee be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. We assume no liability for (a) content errors; (b) personal injury or property damage resulting from use; (c) unauthorized access to or use of servers or personal information; (d) interruption or cessation of transmission; (e) bugs, viruses, trojan horses; (f) errors/omissions in content or losses from use of content; and/or (g) defamatory, offensive, or illegal conduct of any third party.
Cap. In no event will any Daybot Indemnitee be liable to you for amounts exceeding the greater of the fees you paid to us hereunder in the twelve months preceding the claim or one hundred Canadian Dollars (CAD \$100.00). Some jurisdictions do not allow certain limitations; those limitations apply only to the extent permitted by law.
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15. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
15.1 Governing Law
The Service will be deemed solely based in the Province of Ontario, Canada and a passive service that does not give rise to personal jurisdiction elsewhere. These Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of laws. In Quebec, these Terms are governed by the laws of Quebec and Canada.
15.2 Arbitration Agreement
(a) General. Except as provided below, any dispute, controversy, or claim between you and us arising out of or relating to these Terms or the Service (each, a “Claim”) will be resolved exclusively by binding arbitration administered under the ADRIC Arbitration Rules before a single arbitrator in Milton, Ontario, Canada, in English.
(b) Opting Out. New Users may opt out within 30 days of accepting these Terms by emailing [mehar@daybot.ca](mailto:mehar@daybot.ca) with your full legal name and a statement that you opt out of arbitration.
(c) Informal Resolution; Fees. Before arbitration, you must first email [mehar@daybot.ca](mailto:mehar@daybot.ca) and attempt to resolve the Claim informally for 60 days. Fees are allocated per the ADRIC Rules and Applicable Law. Small-claims court remains available for eligible claims.
(d) Equitable Relief. Nothing prevents either party from seeking injunctive or other equitable relief in court to prevent actual or threatened infringement, misappropriation, or violation of data security, Confidential Information, or Intellectual Property Rights, or from pursuing small-claims court where applicable.
(e) Consumer Carve-Out; Quebec. If you are a consumer and applicable provincial consumer protection law prohibits mandatory arbitration, this Section 15.2 does not apply to you. In Quebec, mandatory arbitration and foreign forum clauses are unenforceable; disputes will be resolved in the courts of Quebec.
15.3 Class Action/Jury Trial Waiver
BY ENTERING INTO THESE TERMS, YOU AND DAYBOT WAIVE THE RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. Consumer carve-out: If applicable provincial consumer protection law prohibits class action waivers, this waiver does not apply to you. In Quebec, this waiver does not apply where prohibited by law.
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16. Government of Canada Restricted Rights
To the extent the Service is used by or on behalf of the Government of Canada, the Service will be deemed commercial computer software or commercial computer software documentation, and the government receives only those rights granted to other Users under these Terms.
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17. Export Controls
You will comply with all applicable Canadian import, export, re-export control, and trade/economic sanctions laws and regulations, and, as applicable, the export and sanctions laws of other jurisdictions. You represent and warrant that you are not, and no person acting on your behalf is, listed on any Canadian or other applicable sanctions list, or located in a comprehensively sanctioned country/territory.
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18. General Provisions
18.1 Assignment
You may not assign these Terms or any rights or licenses hereunder without our prior written consent. We may assign without restriction. Any prohibited assignment is void.
18.2 Notification Procedures and Changes to these Terms
We may provide notifications via email, written/hard copy, or posting on the Service, as we determine, subject to your opt-out rights where required by law. We may modify or update these Terms from time to time; when material changes occur, we will update the “last modified” date and provide notice. Your continued use after any change constitutes acceptance. If you do not agree, do not access or use the Service.
18.3 Entire Agreement; Severability
These Terms, together with any amendments and any additional agreements you enter into with us in connection with the Service, constitute the entire agreement between you and us concerning the Service. Statements by our employees or representatives not contained herein are excluded. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
18.4 No Waiver
No waiver of any term will be deemed a further or continuing waiver of such term or any other term. Failure to assert any right or provision is not a waiver.
18.5 Quebec Language Rights
If you are a consumer in Quebec, you may obtain these Terms in French upon request. / Si vous êtes un consommateur au Québec, vous pouvez obtenir ces Conditions en français sur demande.
18.6 Copyright “Notice-and-Notice” (Canada)
If you believe your copyright is infringed, email [legal@daybot.ca](mailto:legal@daybot.ca) with your contact information, a description of the work, the location (URL) of the allegedly infringing material, and a good-faith statement. We will forward notices as required under Canada’s statutory notice-and-notice regime.
18.7 Contact
If you have any questions about these Terms and/or the Service, please contact:
Daybot Solutions Inc.
672 Serafini Crescent, Milton, Ontario, Canada
Email: [mehar@daybot.ca](mailto:mehar@daybot.ca)