DRAFT — FOR FOUNDER / LEGAL REVIEW
These Terms are not yet in effect. Items marked TO CONFIRM: … need a founder or legal decision before publication.
These Terms govern access to and use of Daiton — our website, applications, APIs, MCP endpoints, and services (the “Services”). By accessing or using the Services, you agree to be bound by them. Please read them carefully; if you don’t agree, you may not use the Services.
Last updated: Not yet in effect — draft pending review
Operated by TO CONFIRM: legal entity name, entity type, and jurisdiction
Daiton (“we,” “us,” “our”) provides a company-memory platform: a shared, source-backed organizational memory that your team and the AI agents you connect can read from and write to.
By creating an account, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms — and “you” means that organization.
Daiton is a business tool. The workspace, the connected sources, and the memory built from them belong to your organization — not to any individual user account.
Daiton provides a company-memory platform that includes, but is not limited to:
Connectors. Ingestion from sources your organization chooses — Slack, email, documents, calendars, CRM records, meeting transcripts.
Extraction. Facts and entities extracted from that content, each linked back to its source.
A queryable memory. Catalog, search, and graph surfaces for your team.
An MCP endpoint. So AI agents your organization connects can recall from and add to your memory.
Voice and meeting capture. Live dictation/scribe and a meeting bot that joins, records, and transcribes meetings at your direction.
AI output disclaimer: Daiton’s extracted facts, summaries, and answers are produced by AI and may be incomplete or wrong. Every fact links to its source so you can verify it. You remain responsible for decisions made on the basis of Daiton’s output.
Accounts. You must be at least 18 and able to enter binding contracts. You agree to provide accurate registration information, keep it current, keep your credentials confidential, notify us immediately of unauthorized access, and accept responsibility for all activity under your account and under agent tokens issued to your organization (section 05).
Your content. You retain all rights to the data your organization submits to or connects with our Services (“Customer Content”). By connecting a source, you grant us a limited, non-exclusive license to use, store, process, and transmit Customer Content solely to provide, secure, and improve the Services for you. We do not sell Customer Content and we do not use it for advertising.
Tenant isolation. Daiton is a multi-tenant service. Customer Content and the memory derived from it are scoped to your organization: sign-ins and agent tokens are organization-scoped, queries are evaluated within your organization’s boundary, and one organization’s data is not visible to another. You are responsible for managing which people and agents belong to your organization.
What you connect is on you. You represent that you have the necessary rights, consents, and lawful basis to connect each source and share its content with Daiton — including content that mentions people who are not Daiton users.
Customer Content is processed by large language models to extract facts and entities and to answer questions. Our model providers are limited to Anthropic and OpenAI — including Anthropic’s Claude hosted on AWS Bedrock within our AWS environment. This is enforced by a fail-closed allowlist in our code: providers not on the list are rejected at runtime.
We do not train AI models on Customer Content, and our model providers process it under API terms that exclude it from model training. TO CONFIRM: verify training-exclusion terms in our current Anthropic / OpenAI / AWS Bedrock agreements — this sentence is a promise
Daiton lets your organization connect third-party AI agents and assistants (for example: Claude, ChatGPT, Cursor, or any MCP-capable client) to your memory via organization-scoped agent tokens.
You are responsible for your agents' behavior. Agents you connect act at your direction and on your organization's behalf. What an agent does with data it recalls — where it sends it, what it generates from it — is governed by your agreement with that agent's provider, not by these Terms. Choose your agents accordingly.
You are responsible for token custody. Agent tokens are credentials. Store them securely, scope them to the agents that need them, and revoke tokens that are no longer needed or may have been exposed. Anything done with a valid token issued to your organization is attributed to your organization.
We are responsible for scoping, audit, and revocation. Every agent token is scoped to a single organization; agent activity is visible in your audit trail; revocation takes effect on the next request. The MCP endpoint runs with the same security controls as the rest of the Services.
Daiton includes voice and meeting capture: live dictation/scribe and a meeting bot that joins meetings to record and transcribe at your direction.
Laws on recording conversations vary by jurisdiction — many require the consent of all participants. Your organization is solely responsible for obtaining all legally required consents from meeting participants before recording or transcribing, for providing any legally required notices, and for complying with the recording, wiretap, and privacy laws of every jurisdiction where participants are located.
What the Services do: the meeting bot joins visibly and identifies itself as a recording participant — it does not join covertly. Recordings and transcripts are processed as Customer Content (transcription via Deepgram, realtime audio via LiveKit, meeting-bot infrastructure via Recall.ai — see the Privacy Policy). You can stop a capture at any time.
You agree to indemnify us for claims arising from recordings made by or for your organization without legally sufficient consent (section 10).
You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:
TO CONFIRM: billing model is not finalized — plan structure, payment processor, and refund posture need founder decisions; this section is the Caesar base genericized
Subscription fees. Access to paid features requires payment of subscription fees based on your selected plan. All fees are in U.S. Dollars and exclusive of applicable taxes unless otherwise stated.
Billing and renewal. Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected). Your subscription automatically renews unless you cancel before the renewal date.
Refunds and changes. Fees are non-refundable except as required by law or as expressly stated in your subscription agreement. We may modify fees with 30 days’ prior written notice.
Taxes. You are responsible for all applicable taxes, duties, or assessments (excluding taxes on our net income).
Our rights. The Services — all content, features, functionality, software, and technology, excluding Customer Content — are owned by Daiton, its licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
Your license. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services for your internal business purposes.
Feedback. If you provide feedback, suggestions, or ideas about our Services, you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and incorporate that feedback without compensation or attribution.
Daiton’s memory is built on an append-only, bitemporal record: when a fact is corrected or superseded, the prior version is retained and marked superseded rather than overwritten. This is by design — it is what lets your organization see what was known, and when.
Because of this design, deletion is implemented as redaction: when content is deleted or an erasure request is honored, the content of the affected records is stripped or cryptographically destroyed so it is unrecoverable, it immediately leaves search, retrieval, and agent access, and the redaction survives backup restores. Minimal record skeletons (identifiers, timestamps, the fact that a redaction occurred) may be retained for audit integrity. Encrypted backups age out on the schedule stated in the Privacy Policy.
TO CONFIRM: redaction-vs-hard-delete framing — founder/legal must be comfortable stating this publicly; entity-level redaction and raw-source-copy erasure have known engineering gaps
On termination of your account we delete (by redaction, as above) your organization’s memory, subject to legal holds and the backup aging window. Export-before-termination is available on request.
Our services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Daiton disclaims all warranties, express or implied, including but not limited to: implied warranties of merchantability, fitness for a particular purpose, and non-infringement; warranties regarding the accuracy, reliability, or completeness of content — including AI-extracted facts, summaries, and answers; warranties that our services will be uninterrupted, secure, or error-free; and warranties that defects will be corrected. We do not warrant that our services will meet your requirements or that any data stored will be accurate or reliable. AI-generated output may be incomplete or incorrect; you are responsible for verifying it against its linked sources before relying on it.
To the maximum extent permitted by law, in no event shall Daiton, its officers, directors, employees, agents, or affiliates be liable for: indirect, incidental, special, consequential, or punitive damages; loss of profits, revenue, data, or use; business interruption or loss of business opportunities; cost of substitute goods or services; damages arising from decisions made in reliance on AI-generated output; or acts or omissions of third-party AI agents your organization connects — whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not we have been advised of the possibility of such damages.
Our total aggregate liability for all claims arising out of or relating to these Terms or our Services shall not exceed the amounts paid by you to Daiton in the 12 months preceding the event giving rise to liability, or $1,000, whichever is greater.
TO CONFIRM: liability cap lifted from Caesar verbatim (12-month fees or $1,000) — confirm the number
Indemnification. You agree to indemnify, defend, and hold harmless Daiton and its officers, directors, employees, agents, and affiliates from claims, liabilities, damages, losses, costs, and reasonable attorneys’ fees arising from: your use or misuse of the Services; your violation of these Terms or of any law or third-party right; Customer Content or anything submitted through your accounts or agent tokens; sources connected without sufficient rights or consents; recordings or transcriptions made without legally required participant consent; acts or omissions of third-party AI agents connected by your organization; or negligence or willful misconduct by you or your personnel. This obligation survives termination.
By you: terminate your account at any time by contacting us. Your right to access the Services ceases immediately.
By us: we may suspend or terminate access immediately, without prior notice or liability, for violation of these Terms, non-payment, fraudulent or illegal activity, risk to the security or integrity of the Services, or a law-enforcement or government request.
Effect: all licenses granted to you terminate, you must cease use, agent tokens are revoked, and your organization’s data is deleted per section 10 (export available on request). Sections that by their nature should survive — including 09 through 12 and 14 — remain in effect.
TO CONFIRM: the entire dispute posture below is lifted from Caesar (AAA arbitration, Delaware seat, class-action waiver, Delaware governing law) — whether Daiton wants mandatory arbitration at all, and the jurisdiction, is a founder/legal decision and must match the actual entity
Informal first. Before filing a claim, contact us at legal@daiton.ai TO CONFIRM: mailbox must exist — we’ll attempt good-faith resolution for at least 30 days.
Binding arbitration. Unresolved disputes will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Delaware or another mutually agreed location. Either party may seek injunctive or equitable relief in court to prevent infringement or misappropriation of intellectual property rights.
You and Daiton agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law provisions. You consent to the exclusive jurisdiction of the federal and state courts located in Delaware for proceedings not subject to arbitration.
Changes. We may modify these Terms. We’ll give notice of material changes by posting the updated Terms, updating the “Last updated” date, and emailing your organization’s admins. Continued use after changes take effect constitutes acceptance.
Entire agreement. These Terms, with the Privacy Policy and any executed order form or data processing agreement, are the entire agreement and supersede prior agreements. Severability: if a provision is unenforceable, it is limited to the minimum extent necessary and the rest stands. Waiver: not enforcing a term isn’t waiving it. Assignment: you may not assign these Terms without our written consent; we may assign without restriction. Force majeure: neither party is liable for failures beyond its reasonable control. Export: you’ll comply with applicable export and import control laws.
Questions about these Terms: legal@daiton.ai TO CONFIRM: mailbox must exist and be monitored before publication