# Sundial's new terms widen the content license and add arbitration

Most of the rewrite is renumbering and plainer sentences. Two paragraphs change the deal. The license you grant over your photos now covers modifying, distributing, and training models on them, and disputes move to individual arbitration with a postal opt-out that closes on January 7, 2027.

| | |
| --- | --- |
| Status | EFFECTIVE DEC 8, 2026 |
| Source | web:sundial.example/terms-2026-12 |
| Workspace | Showcase |
| Tags | terms-of-service, consumer-contract, content-license, arbitration, photo-sharing |

## What it says

**Two paragraphs in a rewrite billed as clarity do more than restate the old ones.**

Sundial Labs emailed this to every account holder on November 3, 2026. The terms take effect December 8. The summary at the top of the email runs four sentences; the document under it runs about nine thousand words, and the attached redline marks 41 clauses as changed.

Sundial is a photo and video app. The email says the terms have been rewritten to be shorter and clearer, and for most of the document that holds. Sections were renumbered, long sentences were cut, and definitions that used to sit wherever they were first needed now live together in Section 1.

Two paragraphs do something else. Section 5.2 is the license you hand Sundial over everything you upload, and it now names more uses, more parties, and one purpose the old sentence never mentioned. Section 14 has no counterpart at all in the 2024 terms: it moves disputes out of court and into individual arbitration, with thirty days to decline in writing.

```text
5.2  License to Sundial.

You grant Sundial Labs, Inc. and its affiliates a worldwide, non-exclusive,
royalty-free, sublicensable license to host, store, cache, reproduce, modify,
create derivative works from, publicly display, and distribute Your Content
for the purpose of operating, providing, improving, and developing the
Services, including the training and improvement of machine learning models
used to provide the Services. Sundial will not sell Your Content to a third
party as a standalone work.
```

_The verbs carry this paragraph. Reproduce, prepare derivative works, distribute, and publicly display are the four exclusive rights a copyright owner holds, and by the end of this sentence Sundial has a license to all of them. The 2024 sentence had two of the four. One word carries as much as the verbs do: sublicensable, meaning the license can be handed to someone who was never party to this agreement._

| | Section 6.2 (March 12, 2024) | Section 5.2 (December 8, 2026) |
| --- | --- | --- |
| Who holds the license | Sundial | Sundial Labs, Inc. and its affiliates |
| Can it be passed on | No sublicense right in the sentence | sublicensable |
| What may be done to the file | host, store, cache, reproduce, and display | host, store, cache, reproduce, modify, create derivative works from, publicly display, and distribute |
| For what purpose | operating, providing, and improving the Services | operating, providing, improving, and developing the Services |
| Model training | Not mentioned | including the training and improvement of machine learning models used to provide the Services |
| Stated limit inside the paragraph | None | No sale of Your Content to a third party as a standalone work |
| After you delete | License ends (6.4) | License ends, except for backups and anything it was already incorporated into (5.4) |

**Diagram: The same grant in both versions. Every verb from 2024 survives; the right panel is what sits beside them now.**

- 2024, SECTION 6.2
  - Your photos and videos [neutral]
  - Sundial (one company, named) [neutral]
  - host, store, cache, reproduce (display) [neutral]
  - operate, provide, improve (the Services) [neutral]
  - Your photos and videos -> Sundial : you grant
  - Sundial -> host, store, cache, reproduce : may
  - host, store, cache, reproduce -> operate, provide, improve : for
- 2026, SECTION 5.2
  - Your photos and videos [neutral]
  - Sundial and its affiliates (plus anyone sublicensed) [accent]
  - modify, make derivative works (publicly display, distribute) [accent]
  - operate, provide, improve (develop, and train models) [accent]
  - Your photos and videos -> Sundial and its affiliates : you grant
  - Sundial and its affiliates -> modify, make derivative works : may
  - modify, make derivative works -> operate, provide, improve : for

The paragraph does not sit alone. Section 5.1 says you keep ownership of what you upload, in the same words as 2024. Section 5.3 carves Content in a Private Album out of the training use in 5.2. Section 5.4 ends the license when you delete the content or close the account, then says what termination does not reach: backup media, and any index, model, or derivative work the content went into before the deletion.

Affiliate is defined for the first time in this version. Section 1.1 calls it any entity that controls, is controlled by, or is under common control with Sundial Labs, Inc., including the entities listed in Schedule 1. The 2024 terms carried no such definition, because no clause in them used the word.

## How it works

**Agreement happens by opening the app, and from December 8 a dispute goes to an arbitrator instead of a judge.**

Nobody signs this. Section 1.3 makes use of the Services on or after the Effective Date the act that binds you, and there is no other consent step anywhere in the document.

The 2024 terms handled disputes in a single venue clause: state and federal courts sitting in New Castle County, Delaware. Arbitration was not mentioned. Delaware law still governs under Section 18.1, so the law applied to a claim is unchanged.

What changed is who hears it. Section 14 routes claims to a private arbitrator under the rules of the Consumer Arbitration Council, one claimant at a time, and Section 14.4 waives class, collective, and representative proceedings. A dispute that would have produced a public docket now produces an arbitration file.

1. **Two categories never enter the path.** 14.3 keeps claims that qualify for small claims court, and requests for an injunction over trademark or copyright, in court where they were.
2. **A written notice of dispute comes first.** 14.1 requires the party with the claim to describe it in writing, including the relief sought, and send it to the address in that section. Neither side may file before that happens.
3. **Sixty days run before anything is filed.** 14.1 gives both sides sixty days from receipt of the notice to settle it between themselves. The period is a precondition to filing, not a courtesy.
4. **Then individual arbitration, not a court.** 14.2 sends whatever is left to the Consumer Arbitration Council under its consumer rules as in effect at the time of filing. 14.4 limits the arbitrator to relief for the individual bringing the claim.
5. **If the class waiver fails, so does the section.** 14.5 says that if 14.4 is held unenforceable, all of Section 14 is void, which would put the dispute back in court. The waiver and the arbitration promise stand or fall together.

```text
14.7  Your Right to Opt Out.

You may opt out of this Section 14 by sending written notice, postmarked no
later than thirty (30) days after the Effective Date, to: Sundial Labs, Inc.,
Attn: Arbitration Opt-Out, 2 Halstead Row, Suite 300, Wilmington, DE 19805.
The notice must state your full name, the email address associated with your
account, and that you decline to be bound by this Section 14. Notice sent by
any other means, including email or in-app message, is not effective. Opting
out has no effect on any other provision of these Terms.
```

_Three requirements in one paragraph: the channel is postal mail, the timestamp that counts is the postmark, and the notice has to name the account. The last sentence is the one people miss in the other direction: this paragraph reaches Section 14 and nothing else, so the license in 5.2 applies to an account that opts out exactly as it does to one that does not._

> **The thirty days run from the effective date, not from the email**
>
> The email arrived November 3. The Effective Date in the document is December 8, 2026, and 14.7 measures its window from that date, which puts the last qualifying postmark on January 7, 2027. For accounts created after December 8, the same paragraph runs the thirty days from the date the account was created.

## Key claims

**The document is genuinely clearer than the one it replaces, and it also grants more.**

Both are true, and treating the update as only one or the other misreads it. This table splits the changes by which of the two they are.

The summary at the top of the email is accurate about the shape of the document. It really is shorter, and the reorganization is real work that makes the terms easier to read. It is also the only part of the update most people will open, and the terms say what that summary is worth: Section 18.4 states that headings and summaries are provided for convenience and do not affect interpretation.

| | Clarifies what was already there | Changes what the terms permit |
| --- | --- | --- |
| Renumbering | 41 clauses renumbered. Old 6.2 is new 5.2, old 17 is now 18. |  |
| Definitions | Terms defined inline throughout the 2024 text now sit in Section 1. |  |
| What counts as Your Content | Captions and album titles are now listed by name. The 2024 definition already ended with 'and any other material you submit'. |  |
| Who holds the license |  | Affiliates added, and a sublicense right. |
| What may be done with a photo |  | modify, create derivative works from, distribute. |
| Model training | Arguably reached by 'improving the Services' in the 2024 grant. | Named in the text, next to a new purpose, 'developing the Services'. |
| Where a dispute is heard |  | Section 14 replaces a court venue clause with individual arbitration. |

The training row is the only place a fair reader can land on either side. Sundial could say that 'improving the Services' in 2024 already covered training a model, and that naming it is exactly the clarification the email promised. A reader could say that the 2026 sentence adds 'developing' beside 'improving' and spells training out because the older word did not clearly reach it. Nothing in the redline or the summary says which reading the drafters had.

The rest of 5.2 is not ambiguous in that way. Sublicensable is one word, it was not in the 2024 sentence, and it changes who else can end up holding this license. Modify and create derivative works from are not restatements of host and store. Those are additions, whatever the summary calls them.

## Receipts

**Every claim in this brief is listed here with the sentence it comes from.**

Section numbers refer to the December 8 text. Where 2024 wording is quoted, it comes from the redline attached to the email.

- **Claim.** The email presents the update as a rewrite for clarity.
  - Evidence: "We have rewritten our Terms of Service to be shorter and clearer."
  - Where: Email, summary paragraph, first sentence
- **Claim.** The license can now be passed to other parties.
  - Evidence: "a worldwide, non-exclusive, royalty-free, sublicensable license"
  - Where: Section 5.2, first sentence
- **Claim.** The 2024 grant had no sublicense right and named one company.
  - Evidence: "You grant Sundial a worldwide, non-exclusive, royalty-free license to host, store, cache, reproduce, and display Your Content"
  - Where: Redline, Section 6.2 (terms dated March 12, 2024)
- **Claim.** Model training is named inside the grant.
  - Evidence: "including the training and improvement of machine learning models used to provide the Services"
  - Where: Section 5.2
- **Claim.** Ownership stays with the user, in unchanged wording.
  - Evidence: "You retain all ownership rights in Your Content."
  - Where: Section 5.1, identical to 2024 Section 6.1
- **Claim.** Deletion does not reach copies already incorporated.
  - Evidence: "Termination of this license does not require Sundial to remove Your Content from backup media or from any index, model, or derivative work into which it was incorporated prior to deletion."
  - Where: Section 5.4
- **Claim.** The paragraph places one limit on itself.
  - Evidence: "Sundial will not sell Your Content to a third party as a standalone work."
  - Where: Section 5.2, final sentence
- **Claim.** Disputes go to arbitration rather than a court.
  - Evidence: "shall be resolved by binding individual arbitration ... and not in a court of general jurisdiction"
  - Where: Section 14.2
- **Claim.** The opt-out is postal only, and dated.
  - Evidence: "postmarked no later than thirty (30) days after the Effective Date" and "Notice sent by any other means, including email or in-app message, is not effective."
  - Where: Section 14.7
- **Claim.** The class waiver takes the whole section down with it if it fails.
  - Evidence: "If Section 14.4 is found unenforceable, this Section 14 shall be null and void in its entirety."
  - Where: Section 14.5
- **Claim.** The email's summary carries no interpretive weight.
  - Evidence: "Headings and summaries are provided for convenience only and do not affect the interpretation of these Terms."
  - Where: Section 18.4

## What it assumes

**The update treats continued use as an answer, and says its own summary carries no weight.**

An agreement nobody signs has to assume something about the person on the other end. Four of those assumptions are visible in the text.

- **Use is agreement.** Section 1.3 makes opening the app on or after December 8 the act of accepting. There is no dialog to accept, and no record of a decision, only a record of use.
- **The summary is not the agreement.** Section 18.4 rules the summary out of interpretation. Four sentences in an email carry nothing against the sentence in 5.2, which is the text that binds.
- **Someone reads two versions side by side.** The change in the grant is legible only by comparing the 2024 sentence with the 2026 one. The email links a redline. It does not print the old sentence next to the new one.
- **Postal mail is a working channel.** The whole relationship lives in an app, and 14.7 makes the postal service the only route that counts for declining Section 14. Email and in-app messages are ruled out in the same paragraph that creates the right.

None of this is unusual for a consumer contract. It is worth naming anyway, because the four assumptions together decide how much of this document a person is ever likely to encounter, and the answer is the summary.

## Gaps

**In four places the text stops before the question does.**

These are not drafting errors. Each is a point where the document says what it says and the rest would have to come from somewhere it does not provide.

- **Sublicensees are not bounded anywhere** (medium)
  - 5.2 makes the license sublicensable. Affiliates at least have a definition in 1.1 and a list in Schedule 1. A sublicensee has neither, and no clause in Section 5 requires one to honour the deletion terms in 5.4.
  - Mitigation: The purpose clause limits any use to operating, providing, improving, and developing the Services, and the final sentence rules out selling Content as a standalone work. Those two limits travel with the license. Nothing else in Section 5 addresses who a sublicensee may be.
- **Deletion does not reach what was already used** (medium)
  - 5.4 ends the license on deletion, then excludes backup media and any index, model, or derivative work the content entered beforehand. A photo deleted in 2027 that was part of a training set in 2026 falls inside that exclusion.
  - Mitigation: The document states this outright rather than leaving it to be inferred, which is more than the 2024 terms did. It does not say whether a model trained on deleted content stays in service, and no other section covers it.
- **The opt-out window is short, dated, and paper only** (high)
  - 14.7 closes thirty days after the Effective Date, which is January 7, 2027, and the postmark is what counts. Email and in-app notice are declared ineffective in the same paragraph. After that date the document describes no other route to decline Section 14.
  - Mitigation: The address, the required contents, and the deadline all appear together in 14.7 rather than being scattered, and the paragraph states plainly that opting out changes nothing else. The document provides no acknowledgement that a notice was received.
- **The private carve-out depends on a document not included** (low)
  - 5.3 excludes Content in a Private Album from the training use, and defines Private Album by cross-reference to the Sundial Privacy Notice. The carve-out is only as wide as that definition.
  - Mitigation: The exclusion sits in the operative text, not in the summary, so it binds. Its scope is set outside the terms and cannot be read from them.

## What this brief could not check

- Section 1.1 defines Affiliate partly by reference to the entities listed in Schedule 1. Schedule 1 was not attached to the email and does not appear in the linked terms, so which companies the grant in 5.2 reaches could not be checked.
- Section 5.3 defines Private Album by reference to the Sundial Privacy Notice dated November 3, 2026. That notice was not provided, so whether a link-shared or unlisted album counts as private, and therefore how much the training carve-out covers, could not be checked.
- Section 14.2 incorporates the Consumer Arbitration Rules of the Consumer Arbitration Council as in effect when a claim is filed. Those rules are not part of the terms and were not read, so nothing here describes how a filing actually proceeds, including who pays the fees.
- This brief was written by hand as a design fixture. It is modelled on real work, but no model read a diff to produce it, and its claims should not be relied on.