DailyScribeTerms of Service
Effective date: January 14, 2025
These Terms of Service ("Terms") constitute an agreement between DailyScribe ("DailyScribe," "us," "we," or "our") and the party agreeing to these terms ("Customer," "you," or "your"). These Terms govern your access to and use of the services and functionality we provide, including DailyScribe's journaling and English review tools, iOS application, and any related software, websites, or services (collectively, the "Services"). By accessing or using the Services, you accept these Terms, acknowledge that you have read and understand these Terms, and agree to be bound by them.
If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not have such authority, you must not sign up for or use the Services on behalf of that organization.
Please note: These Terms of Service, the DailyScribe Privacy Policy, and any other applicable policies found on the DailyScribe website apply solely to the DailyScribe Services. Our Services may integrate or interact with third-party services, platforms, or applications upon your consent. You acknowledge that DailyScribe does not control and is not responsible for the practices, terms, or policies of such third-party platforms. Your use of third-party platforms is subject to their respective terms and conditions, and it is your responsibility to review and comply with them.
1. Services
1.1 Provision
These Terms govern access to, and use of, the Services and any associated software (the "Software"), ordered by Customer through an order form or similar mechanism ("Order Form"). Customer may access and use the Services in accordance with these Terms.
1.2 Modifications
DailyScribe may update or modify the Services from time to time. If we make a change that materially reduces the functionality of the Services, we will notify you at the email address associated with your account. If you object to the changes, you may provide notice within thirty (30) days of the change to terminate these Terms. This termination right does not apply to updates made to features provided on a beta or evaluation basis.
1.3 Software License
If the Services include any downloadable Software (e.g., iOS application updates you install locally), DailyScribe grants you a limited, non-exclusive, non-transferable (except as set forth in Section 14.2), non-sublicensable, and revocable license to use the Software solely in connection with the Services and in accordance with these Terms. This license is effective only during the Term (as defined in Section 15) and is subject to the payment of any applicable fees.
If any component of the Software is offered under an open source license, DailyScribe will provide that license to you, and those terms may override some provisions of these Terms solely with respect to that component.
1.4 Service-Specific Terms and External Platforms
Certain aspects of the Services may be subject to additional terms or third-party terms ("Service-Specific Terms"). By accessing or using these specific Services, you agree to the applicable Service-Specific Terms. If there is a conflict between these Terms and any Service-Specific Terms, the Service-Specific Terms will control with respect to those particular Services.
DailyScribe's Services may allow you to integrate or use data from third-party applications or platforms (collectively, "Third-Party Services"). You understand and agree that:
- Your use of Third-Party Services is governed by their respective terms and conditions.
- DailyScribe may access and process data on these Third-Party Services on your behalf, but only with your explicit authorization.
- DailyScribe is not responsible for the availability, accuracy, or reliability of any Third-Party Service or for any of its content, actions, or policies.
1.5 Reference Materials
From time to time, DailyScribe may provide documentation, templates, or tips related to journaling or English learning within the Services. These materials are provided for informational purposes only, are not legal or expert advice, and do not create any professional-client relationship. You should seek professional advice for your specific needs.
1.6 DailyScribe Rights
DailyScribe reserves the right to access your account as necessary to provide, maintain, and improve the Services, and to monitor your compliance with these Terms. We may remove or restrict access to any data or content that we determine may violate these Terms or applicable law, or to ensure the security and proper functioning of the Services.
1.7 Third-Party Services and Materials
The Services may contain links to Third-Party Services or may display third-party materials. DailyScribe does not endorse or assume responsibility for any Third-Party Services or materials. If you access or use any Third-Party Services or materials, you do so at your own risk and subject to those third parties' terms and conditions.
2. Customer Obligations
2.1 Registration
To use the Services, you and your End Users (as defined below) must register and provide accurate, current, and complete information. You are responsible for keeping your account information up to date.
2.2 End Users
You may provision user accounts for individuals affiliated with you ("End Users"), up to the number specified in your Order Form. Each End User account requires a valid license or subscription (where applicable) and may not be shared between multiple individuals. You are responsible for your End Users' compliance with these Terms.
2.3 Customer Authentication
You are responsible for maintaining the confidentiality of any authentication credentials (e.g., usernames, passwords, API keys) used to access the Services. You must not share these credentials without DailyScribe's permission.
2.4 Unauthorized Use or Access
You must prevent unauthorized access to the Services and terminate any unauthorized use promptly. If you discover unauthorized use, you must notify us immediately at dailyscribe@nagaofactory.jp.
2.5 Restrictions
You agree not to (and not to allow any third party to):
- Sublicense, resell, rent, lease, transfer, or commercially exploit the Services or Software.
- Use the Services to violate any law, disrupt the Services, or infringe on any third party's rights.
- Attempt to gain unauthorized access to the Services or related systems or networks.
- Circumvent security features of the Services.
- Reverse engineer or attempt to derive source code from the Services or Software.
2.6 Acceptable Use
You will not upload, submit, or otherwise transmit any content that you do not have the rights to; that is unlawful, offensive, or harmful; that infringes on others' intellectual property or privacy rights; or that contains malware or other harmful code. You will not use the Services to send spam or unsolicited communications, or to impersonate others.
3. Data
3.1 Processing Instructions
These Terms constitute your instructions to DailyScribe to process data you provide ("Customer Data"). DailyScribe will only process Customer Data to deliver the Services in accordance with these Terms.
3.2 Backup and Retention
You are responsible for backing up and retaining copies of your Customer Data. DailyScribe is not responsible for loss or corruption of Customer Data.
3.3 Aggregate/Anonymous Data
DailyScribe may generate anonymized, aggregated data based on your use of the Services. We may use such aggregated, non-identifiable data for internal research, improving our Services, and other lawful purposes.
3.4 Compliance
You are responsible for ensuring that your collection and use of Customer Data complies with all applicable laws and regulations. If you need to retain certain data to comply with legal obligations, you must do so on your own systems or through your own backups.
3.5 Data Transfer
DailyScribe may process and store Customer Data in data centers located outside your jurisdiction. If applicable laws (such as GDPR or CCPA) apply, the DailyScribe Data Processing Addendum will govern the processing of Personal Data and is incorporated by reference.
4. Intellectual Property
4.1 Reservation of Rights
Except as expressly set forth in these Terms, no party grants any intellectual property rights to the other. DailyScribe owns all right, title, and interest in the Services, Software, and any materials provided.
4.2 Limited Permission
You grant DailyScribe the limited right to use, process, and transmit Customer Data as necessary to provide the Services.
4.3 Feedback
If you provide feedback or suggestions to DailyScribe, we may use such feedback without obligation to you. By providing feedback, you assign all rights in that feedback to DailyScribe, or grant us a perpetual, royalty-free license if assignment is not valid.
5. Pricing and Payment
5.1 Fees
You agree to pay all applicable fees as indicated in your Order Form or subscription plan. Fees are non-refundable except as required by law or as otherwise explicitly stated in these Terms.
5.2 Payment Terms
You will pay invoices or subscription charges according to the payment interval set forth in the Order Form or in the Services. DailyScribe may suspend or terminate Services if fees are past due.
5.3 Taxes
All fees are exclusive of taxes. You are responsible for all applicable taxes and will provide exemption certificates if applicable.
5.4 Withholding Taxes
If you are required by law to withhold taxes, you will provide documentation to DailyScribe, and both parties will cooperate to minimize such taxes.
5.5 Auto-Renewals and Trials
Unless otherwise specified, subscriptions automatically renew at the then-current rates unless you cancel as per Section 6.2. Free trials, if offered, are subject to these Terms, and at the end of a free trial period, you may be charged unless you cancel.
5.6 Purchase Orders
If you require a purchase order, you must provide it. Any conflicting terms in a purchase order are null and void.
6. Subscription Services
6.1 Term
Subscriptions run for the term set forth in your Order Form or as specified in the Services.
6.2 Automatic Renewals
Subscriptions automatically renew unless you provide notice to terminate within the required notice period specified in the Order Form or in these Terms.
6.3 Additional Subscriptions
You may add subscriptions or licenses during the subscription term at the then-current rates.
7. Termination
7.1 Termination by Customer
You may terminate your account at any time through your account settings (for instance, by clicking the "Delete Account" option if available). This action will remove all Customer Data related to your account and take effect immediately, regardless of the subscription term.
7.2 Termination by DailyScribe
DailyScribe may terminate these Terms immediately if required by law or if you commit an egregious breach of Sections 2.5 or 2.6.
7.3 Termination for Cause
Either party may terminate if the other materially breaches these Terms and fails to cure within thirty (30) days’ notice, or if the other ceases operations or becomes insolvent.
7.4 Effect of Termination
Upon termination, all Customer Data associated with the terminated account will be deleted. Sections that by their nature should survive termination will survive.
8. Representations and Warranties
You represent and warrant that you have the authority to enter into these Terms, that your use of the Services complies with all laws, and that you have the necessary rights to upload and process Customer Data.
9. Disclaimer of Warranties
The Services are provided "AS IS" without warranties of any kind. DailyScribe does not warrant that the Services will meet your requirements or be uninterrupted, error-free, or secure.
10. Limitation of Liability
To the fullest extent permitted by law, DailyScribe's liability is limited as described in these Terms. In no event will DailyScribe's aggregate liability exceed the amount you paid in the twelve (12) months before the event giving rise to the liability.
11. Indemnification
You agree to indemnify and hold DailyScribe harmless from claims arising from your breach of these Terms, your Customer Data, or your misuse of the Services.
12. Copyright
If you believe content on the Services infringes your copyrights, you may send a notice to dailyscribe@nagaofactory.jp.
13. Disputes and Arbitration
Disputes will be subject to the informal resolution and arbitration procedures described herein. You may only resolve disputes with DailyScribe on an individual basis, and class actions are not permitted.
14. Miscellaneous
14.1 Changes to Terms
DailyScribe may update these Terms from time to time. Your continued use of the Services after changes become effective constitutes your acceptance of the changes.
14.2 Assignment
You may not assign these Terms without DailyScribe's written consent. DailyScribe may assign these Terms freely.
14.3 Notices
Notices must be in writing and sent via email. Notices to DailyScribe must be sent to dailyscribe@nagaofactory.jp.
14.4 Force Majeure
Neither party is liable for failures caused by conditions beyond their reasonable control.
14.5 Severability
If any provision is unenforceable, it will be modified to the extent necessary so the remaining Terms remain in full force.
14.6 No Agency
The parties are independent contractors. No joint venture, partnership, or agency relationship exists.
14.7 No Third Party Beneficiaries
These Terms do not create rights in favor of any third party.
14.8 Headings
Headings are for reference only.
14.9 Customer Reference
DailyScribe may use your name and/or logo for marketing or promotional purposes if you have given prior written consent.
14.10 Governing Law
These Terms are governed by the laws of Germany, without regard to conflict-of-law principles. The Convention for the International Sale of Goods does not apply.
14.11 Privacy
Your use of the Services is subject to the DailyScribe Privacy Policy.
14.12 Entire Agreement
These Terms, together with any applicable Order Forms and Service-Specific Terms, constitute the entire agreement between you and DailyScribe regarding the Services.
14.13 Survival
Provisions intended by their nature to survive termination will survive.
15. Definitions
- "Customer Data" means any data, content, or information you upload or transmit through the Services.
- "End Users" means individuals authorized by you to use the Services under your account.
- "Order Form" means an order or similar document specifying the Services and related fees.
- "Services" means DailyScribe's journaling and English review tools, iOS application, software, and other services provided under these Terms.
- "Term" means the period these Terms are in effect, including all subscription terms and renewal terms.
By using or accessing the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.