Terms of Service
Last Updated: April 1, 2026
Effective Date: April 1, 2026
Contracting Entity: Sanka Inc. (株式会社サンカ), a company organized under the laws of Japan with its principal location in Tokyo, Japan ("Sanka," "we," "us," or "our").
1. Scope
1.1 These Terms govern Customer's access to and use of Sanka's cloud services, web applications, APIs, Model Context Protocol (MCP) interfaces, AI features, integrations, documentation, and support (the "Services").
1.2 The Services are offered only for business and professional use. They are not offered to consumers for personal, family, or household use.
1.3 The agreement between the parties consists of these Terms and any applicable ordering page, checkout flow, Order Form, service-specific terms, Data Processing Addendum, Service Level Agreement, statement of work, or other written or electronic terms expressly agreed by the parties (collectively, the "Agreement").
1.4 If documents conflict, the following order of precedence applies unless an Order Form expressly states otherwise: (a) Order Form or statement of work, only for the commercial or service terms it expressly modifies; (b) DPA (Data Processing Addendum, a data-processing agreement or addendum covering Personal Data processing, subprocessors, international transfers, and security measures) for Personal Data matters; (c) SLA (Service Level Agreement, an agreement covering uptime, support response, incident handling, or other service-level commitments) for service-level matters; (d) service-specific terms; and (e) these Terms.
2. Definitions
2.1 "AI Features" means features that use machine learning, generative AI, or other artificial-intelligence technologies to generate, summarize, classify, search, recommend, predict, execute workflows, or perform actions in the Services or Third-Party Services.
2.2 "AI Input" means Customer Data, instructions, prompts, context, files, tool results, or other information submitted to an AI Feature.
2.3 "AI Output" means text, images, code, predictions, classifications, recommendations, proposed actions, or other information generated or presented by an AI Feature.
2.4 "Authorized Actor" means an Authorized User, service account, API client, AI agent, MCP client, or other actor that Customer authorizes to access or use the Services through an account, API key, OAuth authorization, token, credential, or other authentication method.
2.5 "Authorized User" means an individual whom Customer authorizes to use the Services, including Customer's employees, officers, contractors, and professional advisers.
2.6 "Customer" means the business, organization, sole proprietor, or other legal entity that accepts the Agreement.
2.7 "Customer Administrator" means an Authorized User whom Customer authorizes to manage accounts, users, permissions, approval workflows, integrations, API keys, and other administrative settings.
2.8 "Customer Data" means data, files, settings, prompts, AI Inputs, AI Outputs, and other content that Customer or an Authorized Actor creates, inputs, uploads, transmits, stores, connects, or generates through the Services.
2.9 "DPA" means Sanka's then-current data processing addendum or another data processing agreement signed by the parties.
2.10 "Order Form" means an order, subscription page, online checkout, quotation, application form, or other ordering document accepted by the parties that identifies the Services, fees, quantities, subscription term, or other commercial terms.
2.11 "Personal Data" means information relating to an identified or identifiable individual, or any equivalent term under applicable privacy or data-protection law.
2.12 "Third-Party Service" means a product, service, system, API, AI model, database, payment service, search service, crawling service, communication platform, CRM, accounting platform, or commerce platform provided by a person other than Sanka that is connected to, used with, or used to provide the Services.
2.13 "Usage Data" means technical, diagnostic, security, operational, billing, and statistical data generated through the provision or use of the Services, such as timestamps, feature usage, device and browser information, performance data, error logs, audit logs, and usage-volume data, but excluding the substantive content of Customer Data.
3. Agreement Formation and Accounts
3.1 The Agreement becomes effective at the earliest of: (a) Sanka accepts Customer's application; (b) the parties sign or electronically accept an Order Form; (c) Sanka provisions Customer's account; or (d) Customer first accesses or uses the Services.
3.2 The person accepting the Agreement represents and warrants that they have authority to bind Customer.
3.3 Customer must provide accurate registration information and keep it current.
3.4 Customer is responsible for appointing Customer Administrators and for managing Authorized Users, roles, permissions, approval workflows, spending or transaction limits, API keys, service accounts, AI agents, MCP clients, and Third-Party Service connections.
3.5 Each Authorized User must use an individual account. Accounts may not be shared, except for service accounts that Sanka expressly supports.
3.6 Instructions and actions submitted by an Authorized Actor using valid authentication credentials are treated as Customer's instructions and actions, except to the extent caused by a Sanka-attributable authentication or security failure.
4. Plans, Term, Renewal, and Cancellation
4.1 The available features, usage limits, user quantities, storage, processing volume, subscription term, fees, and support conditions are stated in the applicable Order Form, pricing page, or checkout flow.
4.2 Unless an Order Form states otherwise, a monthly plan has a one-month term, and an annual or Enterprise plan has a one-year term.
4.3 Subscriptions automatically renew for successive periods equal to the then-current term unless either party gives timely notice of non-renewal.
4.4 Customer may stop renewal of a monthly plan through the account interface or another method specified by Sanka no later than the day before the next renewal date. Customer must give notice of non-renewal for an annual or Enterprise plan at least thirty days before the end of the then-current term.
4.5 Cancellation or non-renewal takes effect at the end of the then-current term. Customer may continue to use the Services until that date and remains responsible for all applicable fees.
4.6 Except where the Agreement or applicable law expressly provides otherwise, Sanka does not provide refunds, credits, or fee reductions for Customer-requested early termination, discontinued use, reduced user counts, or unused capacity.
4.7 Deleting an account or Customer Data does not by itself cancel a subscription or constitute notice of non-renewal.
5. Fees, Taxes, Invoicing, and Payment
5.1 Customer must pay all subscription fees, usage-based charges, AI usage charges, overage fees, professional-services fees, and other amounts stated in the applicable Order Form or checkout flow.
5.2 Fees are denominated in the currency stated in the Order Form or checkout flow. Unless expressly stated otherwise, fees exclude all sales, use, value-added, goods-and-services, consumption, withholding, and similar transaction taxes, levies, and duties.
5.3 Customer is responsible for taxes that Sanka is legally required to collect or that arise from Customer's purchase or use of the Services, excluding taxes imposed on Sanka's net income, property, or employees. Customer must provide valid exemption documentation before the relevant invoice is issued if Customer claims a tax exemption.
5.4 Payment methods and due dates are stated in the Order Form. If no due date is stated, invoices are due thirty days after the invoice date.
5.5 If Customer pays by card, direct debit, Checkout, Billing, Connect, or another payment method, payment processing may be provided by Stripe or the applicable Stripe affiliate ("Stripe") and is also subject to Stripe's applicable terms and privacy notices.
5.6 Sanka generally does not receive or store full payment-card numbers or card security codes. Payment-card credentials must be submitted only through the payment interface designated by Sanka or Stripe.
5.7 Overdue undisputed amounts accrue late charges at fourteen and six-tenths percent (14.6%) per year or the maximum rate permitted by applicable law, whichever is lower, from the day after the due date until paid.
5.8 Customer must notify Sanka of a good-faith billing dispute within thirty days after receipt of the relevant invoice, describe the basis of the dispute, and pay all undisputed amounts on time.
5.9 If applicable law requires Customer to withhold tax from a payment, Customer may make the required withholding, must promptly provide Sanka with reasonable evidence, and must reasonably cooperate with Sanka to claim treaty relief, credit, or refund. Gross-up applies only if expressly stated in an Order Form.
6. Customer Responsibilities and Acceptable Use
6.1 Customer is responsible for its use of the Services, the acts and omissions of its Authorized Users and Authorized Actors, and the business decisions, transactions, records, accounting, tax, employment, legal, payment, and compliance actions it performs through the Services.
6.2 Customer represents and warrants that it has all rights, permissions, notices, consents, and other legal bases necessary for Sanka and its subprocessors to process Customer Data as contemplated by the Agreement.
6.3 Customer must configure permissions, approval workflows, monetary limits, action scopes, data-sharing settings, integrations, API access, and AI agents in a manner appropriate for Customer's operations and risk profile.
6.4 Customer must not:
- use the Services in violation of applicable law, the Agreement, public policy, or a binding obligation to a third party;
- obtain or attempt unauthorized access to the Services, credentials, systems, networks, or data, or bypass security controls;
- introduce malware or harmful code, or impose an unreasonable load on the Services or another system;
- infringe or misappropriate intellectual-property rights, privacy rights, publicity rights, trade secrets, or other rights;
- resell, sublicense, rent, lease, timeshare, or provide the Services as a service bureau without Sanka's prior written consent;
- reverse engineer, decompile, disassemble, or otherwise analyze the Services beyond what applicable law expressly permits;
- submit government-issued identifiers, social-security or national-identification numbers, medical or health information, full payment-card numbers, card security codes, account passwords, or other highly sensitive information that the Documentation does not identify as supported, unless Sanka has expressly agreed in writing;
- rely solely on AI Output to make employment, termination, credit, insurance, medical, housing, benefits, or other decisions that produce legal or similarly significant effects on an individual without an appropriate legal basis, required notice, meaningful human review, and an opportunity to contest the decision where required;
- violate export controls, sanctions, anti-bribery laws, anti-money-laundering laws, or other trade restrictions; or
- engage in activity that Sanka reasonably determines poses a material risk to the security, integrity, availability, lawful operation, or reputation of the Services.
7. AI Features and Automated Actions
7.1 AI Features use probabilistic technologies. AI Output may be inaccurate, incomplete, biased, outdated, non-unique, similar to third-party material, or inconsistent with Customer's intent. Sanka does not warrant the accuracy, completeness, uniqueness, or fitness of AI Output for a particular purpose.
7.2 AI Output is not legal, tax, accounting, investment, medical, human-resources, or other professional advice. Customer must review the content, basis, and potential consequences of AI Output before relying on it.
7.3 Customer must implement appropriate approvals, monetary limits, separation of duties, access controls, human review, and audit steps for actions that are difficult to reverse or may have significant effects, including entering, modifying, or terminating contracts; issuing invoices; making payments or transfers; placing purchase orders; moving inventory; posting or finalizing accounting entries; deleting data; writing to Third-Party Services; or making decisions affecting individuals.
7.4 Actions performed within the permissions, approval workflows, integrations, APIs, MCP interfaces, and other conditions configured by Customer in response to an instruction from an Authorized Actor are treated as actions performed on Customer's instructions.
7.5 Section 7.4 does not apply to the extent an action results from a defect in the Services attributable to Sanka, a security vulnerability attributable to Sanka, or processing by Sanka that materially differs from the instruction actually received. Sanka's liability in such cases remains subject to Section 18.
7.6 AI Inputs and AI Outputs are Customer Data. Without Customer's express consent, Sanka will not use, or permit a third-party AI model provider to use, Customer Data to train, fine-tune, or improve a general-purpose foundation model. This restriction does not prohibit transient processing necessary to provide the Services, security and abuse monitoring, legal compliance, or use of aggregated or de-identified information that cannot reasonably identify Customer or an individual.
7.7 If Customer connects its own Third-Party Service account, API key, bring-your-own-key credential, or third-party AI model, that provider's terms, data-use terms, retention periods, regions, and responsibility model govern Customer's use of that provider.
7.8 Sanka may change an AI model, model provider, model version, inference method, or safety control. If a change materially affects core functionality or Personal Data processing, Sanka will provide reasonable notice where practicable.
8. Third-Party Services, APIs, and MCP
8.1 If Customer connects a Third-Party Service, Customer authorizes Sanka, within the scope of Customer's settings and instructions, to retrieve information from, transmit information to, and create, update, delete, or otherwise act in that Third-Party Service.
8.2 Customer's use of a Third-Party Service is subject to that provider's terms, privacy notices, API rules, fees, usage limits, and data-protection terms. Customer is responsible for reviewing and complying with them.
8.3 Sanka does not control and is not responsible for the availability, accuracy, continuity, security, pricing, API limitations, specification changes, or discontinuation of a Third-Party Service. This exclusion does not apply to an error in Sanka's integration code or processing attributable to Sanka that causes the integration to act materially differently from Customer's instruction.
8.4 MCP, APIs, AI agents, and other programmatic access depend on Customer's permission settings, OAuth scopes, API keys, tokens, connected tools, and client environment. Customer is responsible for the clients, plugins, agents, and automation tools it chooses to connect.
8.5 Disconnecting a Third-Party Service does not automatically reverse data previously transmitted or actions already completed.
9. Customer Data
9.1 As between the parties, Customer or the applicable rights holder retains all rights in Customer Data. The Agreement does not transfer ownership of Customer Data to Sanka.
9.2 Customer grants Sanka and its subprocessors a non-exclusive right to host, copy, transmit, display, transform, and otherwise process Customer Data solely as reasonably necessary to provide, maintain, secure, support, and improve the Services in accordance with the Agreement, comply with Customer's instructions, and meet legal obligations.
9.3 Sanka will not use the substantive content of Customer Data to target advertising or sell Customer Data to third parties.
9.4 Sanka personnel may access Customer Data only when reasonably necessary for support, troubleshooting, security, abuse prevention, legal compliance, or operation of the Services, and subject to access controls and confidentiality obligations.
9.5 Customer is responsible for the accuracy, quality, legality, and means of acquisition of Customer Data. Sanka has no general obligation to monitor or pre-screen Customer Data.
9.6 During the subscription term, Customer may export Customer Data using the standard export features made available for its plan. Custom extraction, conversion, or migration assistance may require a separate fee.
10. Personal Data, DPA, and Subprocessors
10.1 When Sanka processes account, contact, billing, website, support, or usage information for its own business purposes, it acts under Sanka's Privacy Policy.
10.2 When Sanka processes Personal Data contained in Customer Data on Customer's behalf, Customer is responsible for determining the purposes and means of processing, and Sanka processes that Personal Data on Customer's documented and lawful instructions, subject to the Agreement and applicable law.
10.3 Sanka will process such Personal Data only to provide, maintain, secure, support, and improve the Services as permitted by the Agreement, and to comply with applicable law. Sanka will not use it for an incompatible independent purpose.
10.4 Sanka will maintain technical and organizational measures appropriate to the nature, scope, context, and risks of processing, including measures relating to access control, authentication, encryption, logging, backup, vulnerability management, and personnel training.
10.5 Customer provides general authorization for Sanka to engage subprocessors for cloud hosting, databases, storage, CDN, monitoring, logging, email, support, AI models, search/crawling, payment processing, authentication, integrations, and other functions necessary to provide the Services. Sanka will impose data-protection obligations on each subprocessor that are materially consistent with Sanka's obligations for the relevant processing and remains responsible for its subprocessors to the extent required by applicable data-protection law.
10.6 Sanka will make available, by publication, customer notice, or another reasonable method, a Subprocessor List identifying material subprocessors, their roles, processing regions, and change-notice method. Sanka will provide reasonable prior notice of material additions or replacements.
10.7 If Personal Data is stored or processed outside Japan or Customer's jurisdiction, Sanka will implement the contractual and organizational measures required by applicable law and provide information reasonably necessary for Customer's compliance.
10.8 Where EU/EEA, UK, United States state, or other privacy laws require additional terms, the parties will enter into or apply the required DPA, Standard Contractual Clauses, UK Addendum or IDTA, United States service-provider/contractor terms, or other legally required transfer or privacy terms.
11. Security and Security Incidents
11.1 Sanka will maintain reasonable technical and organizational measures designed to protect the Services and Customer Data, taking into account the nature of the Services, Sanka's business scale, and relevant risks.
11.2 If Sanka confirms a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, Sanka will notify Customer without undue delay and provide information then known about the nature of the incident, affected data, measures taken, and recommended steps.
11.3 Customer is responsible for the security of its endpoints, networks, credentials, permission settings, Third-Party Services, and systems under Customer's control.
11.4 Sanka will maintain reasonable backup and recovery measures. The Services are not Customer's sole legal archive unless an Order Form expressly states otherwise.
12. Support, Professional Services, and Beta Features
12.1 Sanka provides support according to Customer's plan and applicable Order Form. Unless an SLA expressly states otherwise, Sanka does not guarantee a specific response time, resolution time, or uptime.
12.2 Implementation, migration, custom development, training, consulting, and other professional services are subject to a separate statement of work, Order Form, or written agreement.
12.3 Features labeled beta, preview, experimental, Labs, or similar are provided for evaluation, may be changed or discontinued without notice, and may have limited support, retention, security, or service-level commitments. Customer must not use beta features as the sole system for legally required records, irreversible transactions, or decisions significantly affecting individuals unless Sanka expressly authorizes production use.
13. Intellectual Property
13.1 Sanka and its licensors retain all rights in the Services, software, APIs, MCP interfaces, designs, documentation, templates, data models, know-how, improvements, and other materials provided by Sanka.
13.2 Sanka grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the subscription term for Customer's internal business purposes, subject to the Agreement.
13.3 Customer retains rights in AI Inputs. To the extent Sanka obtains rights in AI Outputs, Sanka assigns those rights to Customer, and, for rights that cannot be assigned, grants Customer a perpetual, worldwide, royalty-free license to use, reproduce, modify, distribute, and sublicense them, in each case to the extent permitted by law and Sanka's agreements with third-party AI providers. Sanka does not warrant that rights arise in AI Output, that AI Output is exclusive, or that Customer's use of AI Output will not infringe third-party rights.
13.4 Sanka may use feedback, suggestions, or ideas provided by Customer without restriction or obligation, provided Sanka does not disclose Customer's Confidential Information.
13.5 Sanka will not use Customer's name, logo, trademark, implementation fact, or case study for marketing without Customer's prior written or electronic consent.
14. Confidentiality
14.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential from its nature or the circumstances of disclosure. Customer Data, security information, non-public product information, and non-public pricing terms are Confidential Information.
14.2 The receiving party may use Confidential Information only to perform or receive the Services and must protect it with at least the same degree of care it uses for its own similar information, and in any event with reasonable care.
14.3 The receiving party may disclose Confidential Information only to personnel, advisers, contractors, and subprocessors who need to know it for the permitted purpose and are bound by confidentiality obligations at least as protective as this Section.
14.4 Confidentiality obligations survive for five years after termination, except that trade secrets, Personal Data, and Customer Data remain protected for as long as their nature or applicable law requires.
15. Suspension and Termination
15.1 Sanka may suspend or limit all or part of the Services, an account, Authorized Actor, integration, or feature if: (a) Customer breaches the Agreement or applicable law; (b) there is a security emergency, compromised credential, malware, or excessive load; (c) continued access may materially harm Sanka, the Services, a third party, or another customer; (d) undisputed fees remain unpaid more than ten days after the due date and after notice; (e) a court, regulator, authority, or Third-Party Service provider requires suspension; or (f) circumstances outside Sanka's reasonable control make provision of the Services impracticable.
15.2 Where urgency permits, Sanka will give prior notice. If prior notice is not practicable, Sanka will notify Customer afterward unless prohibited by law or security considerations.
15.3 Either party may terminate the affected Agreement if the other party materially breaches the Agreement and does not cure the breach within thirty days after notice.
15.4 Sanka may terminate immediately if Customer becomes insolvent, enters bankruptcy or similar proceedings, dissolves, makes an assignment for creditors, has a relationship with organized crime or similar antisocial forces, violates sanctions or export controls, or if continued performance would reasonably create material legal or security risk.
16. Service Changes and Discontinuation
16.1 Sanka may change the Services for product improvement, technical updates, security, legal compliance, Third-Party Service changes, or other reasonable reasons.
16.2 If Sanka materially reduces core functionality of a paid plan during a subscription term, Sanka will provide at least thirty days' notice where reasonably practicable and provide a reasonable workaround or migration path. If no reasonable alternative is available and the change materially and adversely affects Customer's use, Customer may terminate the affected Services and receive a pro rata refund of prepaid fees for the unused period.
16.3 If Sanka permanently discontinues all Services, Sanka will use reasonable efforts to provide at least ninety days' notice and a reasonable data-export period, and will refund prepaid fees for the unused period after discontinuation.
17. Data Export and Deletion After Termination
17.1 Customer should export required Customer Data during the subscription term.
17.2 Access, export, suspension, deletion, or de-identification after termination will follow the Services' functionality, in-product notices, DPA, Order Form, or Sanka's then-current data-retention and deletion policy.
17.3 After termination, Sanka will delete or de-identify Customer Data from active production systems within a reasonable period, unless retention is required by law or a legitimate business need. Backups, logs, audit records, and Third-Party Service data may be retained or deleted according to normal backup rotation, security, audit, legal, and third-party provider requirements.
17.4 Data transmitted to Third-Party Services, data retrieved from Third-Party Services, and actions completed in Third-Party Services remain subject to those providers' contracts and settings.
17.5 Sanka may limit export access where required for security, legal compliance, third-party rights, or prevention of unlawful activity.
18. Disclaimers and Liability Limitations
18.1 Except as expressly stated in the Agreement, the Services are provided "as is" and "as available." Sanka does not warrant that the Services will be uninterrupted, error-free, secure, or fit for Customer's particular purpose.
18.2 Sanka is not responsible for Third-Party Services, third-party data, AI Output, Customer configuration, Authorized Users or Authorized Actors, telecommunications, cloud infrastructure, force majeure, changes in law, or other circumstances outside Sanka's reasonable control.
18.3 To the maximum extent permitted by law, Sanka's liability is limited to direct and ordinary damages and excludes lost profits, lost revenue, loss of business opportunity, loss of goodwill, data loss, indirect damages, special damages, incidental damages, and consequential damages.
18.4 Sanka's aggregate liability arising out of or relating to the Agreement or Services will not exceed the fees actually paid by Customer to Sanka for the Services during the twelve months immediately preceding the event giving rise to the claim. Different caps in an Order Form control if expressly stated.
18.5 The exclusions and caps do not apply to Sanka's willful misconduct or gross negligence, liability that cannot be limited under applicable law, or matters expressly carved out in an Order Form.
19. Indemnity
19.1 Customer will indemnify Sanka against third-party claims, damages, losses, liabilities, costs, and reasonable attorneys' fees arising from Customer Data, Customer's use of the Services, Customer's integrations, acts or omissions of Authorized Users or Authorized Actors, breach of the Agreement, or violation of applicable law.
19.2 Sanka provides defense or indemnity for third-party intellectual-property infringement claims relating to the Services only if expressly stated in an Enterprise Order Form or other signed agreement. The scope, conditions, exclusions, and liability caps for that indemnity are governed by that agreement.
20. Anti-Social Forces, Export Controls, and Sanctions
20.1 Customer represents that neither Customer nor its officers, beneficial owners, or key personnel are members of, controlled by, or associated with organized crime groups or similar antisocial forces.
20.2 Customer must comply with applicable export controls, sanctions, anti-bribery, anti-money-laundering, and trade compliance laws.
21. Notices, Assignment, and Changes to Terms
21.1 Sanka may provide notices through the Services, account interface, email, website posting, or another reasonable method.
21.2 Customer may not assign or transfer the Agreement without Sanka's prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all assets if the successor is not a Sanka competitor and assumes the Agreement in writing.
21.3 Sanka may modify these Terms where the modification is in the general interest of customers or is reasonable in light of the purpose of the Agreement, the necessity of the modification, the appropriateness of the modified terms, and other relevant circumstances. Sanka will provide notice of the modified Terms and their effective date by a reasonable method before the effective date.
21.4 If Customer continues to use the Services after the effective date, Customer is deemed to have accepted the modified Terms. If a modification materially and adversely affects Customer's rights, Sanka will provide a reasonable prior notice period.
22. Governing Law, Venue, and Language
22.1 The Agreement is governed by the laws of Japan, without regard to conflict-of-law rules.
22.2 The Tokyo District Court or Tokyo Summary Court has exclusive jurisdiction as the court of first instance for disputes arising out of or relating to the Agreement or Services, unless an Enterprise Order Form expressly provides for arbitration or another forum.
22.3 These Global Terms are written in English as the governing text for non-Japan customers. Japanese domestic customers may be subject to Sanka's Japanese service terms instead. Translations are for convenience only unless expressly agreed otherwise.
23. Contact and Public Documents
- Legal/contract contact:
hey@sanka.com - Security contact:
hey@sanka.com - Privacy Policy:
https://sanka.com/privacy/ - DPA, Subprocessor List, SLA, or Security requests:
hey@sanka.com