Terms of Service
Last updated: Aug 1, 2025
Introduction
1. Eligibility
2. Definitions
3. Scope of Services
Daytona provides a managed runtime that allows AI models, agents, and human developers to execute code, run software, and store data in isolated sandboxes. Daytona may add, remove, or modify features. For any material reduction of a feature that is generally available and actively used in your Account, Daytona intends to provide at least thirty (30) days’ notice unless doing so would create a security risk, violate law, or be technically infeasible.
Daytona will deliver Updates automatically. Daytona will use commercially reasonable efforts to maintain backwards compatibility for twelve months after an Update is released, except where doing so would introduce a security vulnerability, infringe third-party rights, or be technically impracticable.
4. Support
Daytona will provide reasonable support to Customer for the Services through multiple channels, including email, Slack, in-app chat widget, video support, and community forums. The number of support questions is not limited. Daytona will use commercially reasonable efforts to respond to support questions promptly. Support availability and specific response times may vary based on the nature and complexity of the inquiry. Daytona reserves the right to modify support channels and procedures with reasonable notice to Customer.
5. Account Registration and Security
To use the Services, you must create an Account, keep your credentials confidential, and promptly notify Daytona of any unauthorized use. You are responsible for all activities that occur under your Account.
6. Pricing, Payment, and Taxes
Pricing - Current fees are listed at https://www.daytona.io/pricing or in a written order form. Fees may include subscription charges and usage-based charges.
Billing Cycle - Daytona bills monthly in arrears. If Daytona suspects fraud or non-payment risk, Daytona may bill more frequently.
Negative Balance - If an account balance goes negative, the entire organization is suspended until the balance is brought back to positive.
Non-refundable - Except where required by law, payments are non-cancelable and non-refundable.
Taxes - Fees are exclusive of taxes. You are responsible for all taxes, duties, and similar assessments associated with the Services, except for taxes based on Daytona’s net income.
7. License Grant and Restrictions
Daytona grants you a limited, nonexclusive, non-transferable license to access and use the Services for your internal business purposes during the Term. You may not:
Copy, modify, or create derivative works of the Services;
Distribute, resell, lease, or sublicense the Services to any third party;
Reverse engineer, decompile, or attempt to discover the source code or underlying algorithms of the Services, except to the extent such restriction is prohibited by law;
Interfere with or disrupt the security, integrity, or performance of the Services;
Access the Services for the purpose of building a competitive product or service.
8. Acceptable Use Policy
You agree not to:
Upload or transmit malware, illegal content, or material that infringes intellectual property rights;
Probe, scan, or test the vulnerability of any Daytona system without written permission;
Violate the privacy or data protection rights of any person;
Use the Services to commit or facilitate unlawful activity.
Daytona may suspend your access immediately if Daytona reasonably believes you have violated this section.
9. Customer Content
Ownership - You retain all rights in Customer Content.
License to Daytona - You grant Daytona a limited, non-exclusive license to use Customer Content solely to provide the Services to you. Daytona does not use Customer Content to improve its services, train models, or for any purpose beyond fulfilling your requests.
Feedback - If you provide suggestions or ideas, Daytona may develop them without restriction or compensation.
10. Security and Data Protection
Daytona implements commercially reasonable technical and organizational measures to protect Customer Content against unauthorized access, use, or disclosure.
11. Suspension and Termination
Suspension - Daytona may suspend your access immediately if: (a) required by law; (b) your use poses a security risk; (c) your Account is overdue by thirty days or more; or (d) you breach these Terms.
Termination by Customer - You may terminate at any time by closing your Account and paying all outstanding fees.
Termination by Daytona -Daytona may terminate these Terms for convenience with thirty days’ notice.
Effect - Upon termination, you must cease all use. Sections that by their nature should survive will continue, including payment obligations, disclaimers, limitations of liability, and dispute resolution.
12. Warranties and Disclaimers
The Services and Site are provided “AS IS” and “AS AVAILABLE”. Daytona disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Daytona does not warrant that the Services will be uninterrupted, error-free, or secure, or that Customer Content will not be lost.
13. Data Privacy
Customer shall ensure that any and all Customer Content, including without limitation, personal data, used by Customer in connection with these Terms is collected, processed, transferred, and used in full compliance with applicable data protection laws and that Customer has obtained all necessary authorizations and consents from any data subjects to process such personal data. For purposes of this section, "applicable data protection laws" means any applicable laws, statutes or regulations as may be amended, extended or re-enacted from time to time which relate to personal data including without limitation (a) from and after May 25, 2018, GDPR and any EU Member State laws implementing the GDPR; and (b) the e-Privacy Directive 2002/58/EC, as amended and as transposed into EU Member State law and any legislation replacing the e-Privacy Directive. "GDPR" means the Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). Daytona may enter into a GDPR Data Processing Agreement with certain customers, depending on the nature of the Services, how data is being processed, and where it is stored.
14. Confidentiality
Each party acknowledges that it may have access to certain confidential information of the other party, including but not limited to technical data, trade secrets, know-how, research, product plans, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information ("Confidential Information"). Each party agrees to hold and maintain all Confidential Information in confidence and not to disclose such Confidential Information to third parties without the prior written consent of the disclosing party. This obligation shall not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) is rightfully received by the receiving party from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided that the receiving party gives reasonable advance notice to allow the disclosing party to seek protection. Upon request, Daytona may enter into a separate mutual non-disclosure agreement with Customer.
15. Limitation of Liability
To the fullest extent permitted by law, Daytona’s total cumulative liability arising out of or related to the Services will not exceed the greater of one hundred US dollars or the amount you paid to Daytona for the Services in the twelve months preceding the event giving rise to the claim. Daytona will not be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or goodwill.
16. Service Level Agreement
If you are on a Tier 3 or Tier 4 plan, the Daytona Service Level Agreement applies to your use of the Services. The SLA describes Daytona’s uptime commitment and your exclusive remedy for service unavailability.
17. Indemnification
You will indemnify and hold harmless Daytona, its affiliates, and their officers, directors, employees, and agents from any third-party claim arising from: (a) your use of the Services; (b) Customer Content; or (c) your violation of these Terms or applicable law. Daytona may assume the exclusive defense of any claim for which you must indemnify Daytona, and you will cooperate as reasonably requested.
18. Dispute Resolution, Arbitration, and Class Action Waiver
Any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in Delaware, unless the parties agree otherwise. You and Daytona waive the right to a jury trial and to participate in class or representative actions. Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or prevent unauthorized access to the Services.
19. Changes to Terms
Daytona may update these Terms. If Daytona makes a material change, Daytona will notify you by email or through the Services at least thirty days before the change takes effect. The updated Terms will apply on the effective date. Continued use after the effective date constitutes acceptance.
20. Governing Law and Venue
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Subject to the arbitration requirement, the state and federal courts located in Delaware have exclusive jurisdiction.
21. Export Compliance
You must comply with all applicable export control and trade sanction laws when using the Services. You represent that you are not subject to any embargo or restriction that would prohibit your use of the Services.
22. Force Majeure
Daytona will not be liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, or internet disturbances.
23. Miscellaneous
Entire Agreement - These Terms constitute the entire agreement between you and Daytona and supersede prior agreements regarding the subject matter.
Assignment - You may not assign these Terms without Daytona’s prior written consent. Daytona may assign freely.
Severability - If a provision is held unenforceable, the remaining provisions remain in effect.
Waiver - Failure to enforce any provision is not a waiver of future enforcement.
Independent Contractors - The parties are independent contractors. These Terms do not create an agency, partnership, or joint venture.
24. Notices and Contact Information
Daytona Platforms Inc.
224 W 35th St, Ste 500 #297
New York, NY 10001
United States
Email: support@daytona.io