These Terms of Service (the “Terms”) govern your access to and use of Taku, including the Taku Web App, Taku Desktop Application, websites, software, APIs, tools, extensions, documentation, Spaces and the Taku Community and Marketplace (collectively, the “Services”).

These Terms form a binding agreement between you and Taku AI Inc., a Delaware corporation with an address at 20289 Stevens Creek Boulevard, Cupertino, California 95014, United States (“Taku,” “we,” “us” or “our”).

The Services are operated from the United States and are currently designed and offered primarily for users and businesses in the United States. Taku does not represent that the Services are appropriate, available or legally compliant for use in every other jurisdiction. If you access the Services from outside the United States, you are responsible for determining whether your use is permitted where you are located and for complying with applicable local law. Nothing in this paragraph limits mandatory rights that cannot lawfully be waived.

By clicking to accept these Terms, creating an account or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

SECTIONS 13 AND 14 LIMIT TAKU'S LIABILITY. SECTION 18 REQUIRES MOST U.S. DISPUTES TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION, WAIVES JURY TRIALS AND CLASS ACTIONS, AND PROVIDES A 45-DAY RIGHT TO OPT OUT.

If you use the Services for a company or other organization, you represent that you have authority to bind it. In that case, “you” includes that organization.

Our Privacy Policy, the Acceptable Use Policy in Appendix A, the DMCA Policy in Appendix B, the Refund Policy in Appendix C, the TAKE IT DOWN Removal Policy in Appendix D and the U.S. Data Processing Addendum in Appendix E form part of these Terms. A feature may require you to accept additional terms (“Supplemental Terms”). Supplemental Terms control for that feature if they conflict with these Terms.

1. Definitions

• “Agent Action” means an action the Services take at your request or under permissions you grant, including executing code, browsing or interacting with websites, calling APIs, accessing files or accounts, sending communications, publishing content or initiating a transaction.
• “Agent” means an AI-configured workflow, application or entity that can reason, use tools, access data or perform Agent Actions, whether created by Taku, you or another user.
• “Agent Memory” means context, preferences, summaries, observations or other information saved for use across tasks or sessions.
• “Local Device Data” means content or metadata from your device that the Taku Desktop Application processes within permissions you grant, which may include selected files and folders, clipboard content when you invoke a clipboard feature, commands and command output, application or window information, local task artifacts, settings, logs, caches and temporary files. Content within Local Device Data is User Content when it is submitted to or processed through the Services; technical and diagnostic metadata may be Usage Data.
• “Taku Browser Bridge” means an optional connection used with the Taku Web App or Taku Desktop Application that allows an Agent to access or interact with approved browser tabs or a browser session within permissions you grant.
• “Taku Desktop Application” means Taku's installable application for a supported computer operating system, including its local components, background processes and update mechanisms.
• “Taku Web App” means the browser-accessible Taku application provided through a Taku website, including its browser-based interfaces and related web components.
• “Cloud Services” means Taku-provided hosting, compute, deployment, database, authentication, storage, networking, API, domain or related infrastructure features.
• “Community” means Taku Community and any related discovery, publishing, sharing or distribution features.
• “Community Content” means User Content that you intentionally upload or select and publish to the Community through a control clearly identified as publishing to the Community. Community Content does not include content that remains private, content shared only within a private Space or workspace, or Input, Output, Agent Memory or Screen Capture Data merely processed through the Services unless you separately publish that specific content to the Community.
• “Connected Credential” means an access token, API key, session authorization or other credential that you provide or authorize Taku to use for a third-party account or service.
• “Creator” means a user who creates or publishes a Listing.
• “Default Community License” means the free user license described in Section 9.2.
• “Credits” means prepaid or promotional units used to access specified features of the Services. Credits cannot be used to pay creators unless future Marketplace Terms expressly say otherwise.
• “End User” means a person who accesses an application, Space, agent or other product you build or operate using the Services.
• “Input” means content, code, instructions, prompts, files, data or other material you submit to the Services.
• “Marketplace Transaction” means a future purchase, license, subscription, tip or other paid transaction between a creator and another user through the Community.
• “Listing” means a Skill, Agent, template, application, component, workflow, prompt, dataset or other item published or offered through the Community.
• “Output” means content, code or other material generated for you through the Services.
• “Proactive Agent” means an optional feature that observes activity within the screen-capture scope you select to understand context, provide suggestions or perform Agent Actions you authorize.
• “Screen Capture Data” means screenshots, screen frames, visible text, interface elements, application or window identifiers and related context captured from a display, application or window through the Proactive Agent. Screen Capture Data is User Content.
• “Scheduled Action” means an Agent Action configured to run later, periodically, in response to an event or while you are not actively using the Services.
• “Skill” means code, instructions, tools, configurations or other functionality that extends or changes an Agent's capabilities.
• “Space” means an environment in which you create, deploy, publish or operate projects.
• “Taku Materials” means the Services and the software, models, algorithms, interfaces, designs, documentation, infrastructure and tools we provide, including improvements. Taku Materials do not include User Content.
• “Third-Party AI Provider” means an external provider whose AI system is used through the Services.
• “Usage Data” means technical, diagnostic, security, performance, billing and usage information generated through operation of the Services. Usage Data does not include User Content.
• “User Content” means Input, Output and other content, code, files, projects or material you upload, create, store, host or publish through the Services.

2. Eligibility and Accounts

2.1 Age

You must be at least 18 years old, have reached the legal age of majority where you live, and be legally permitted to use the Services.

By creating an account or using the Services, you represent that you satisfy these age and legal-capacity requirements. A parent or guardian may not accept these Terms on behalf of a person under 18 to permit that person to use the Services. We may require age verification and may restrict or terminate an account if we reasonably believe the requirement is not satisfied.

The Services are not directed to anyone under 18, and Taku does not knowingly permit anyone under 18 to maintain an account. You may not use the Services to build, host or deploy a service directed to children under 13, a mixed-audience service under the U.S. Children's Online Privacy Protection Act, or a service that knowingly collects personal information from children under 13, unless Taku has expressly authorized it in writing under separate terms.

2.2 Registration and Security

Provide accurate, current information and keep your credentials secure. Do not share your account, impersonate another person, create accounts in bulk or use an account after suspension. You are responsible for activity you authorize and for activity resulting from your failure to safeguard your credentials. Notify support@taku.ai promptly if you suspect unauthorized access.

2.3 Organization Accounts

If you use an organization-controlled email address, the organization may designate your account as managed. Its administrators may access, export, retain, restrict, transfer or delete the account and associated User Content. We will notify you when reasonably practicable, or the organization may do so. A separate agreement between Taku and the organization controls if it conflicts with these Terms.

2.4 Connected Accounts

You may connect third-party accounts only when authorized to do so. You control the permissions you grant and are responsible for complying with the third party's terms. Removing a connection may prevent related features from working but may not delete data already processed as described in our Privacy Policy.

2.5 Shared Projects and Workspaces

The Services may allow users to collaborate in a Space, project or workspace. The users involved—not Taku—are responsible for deciding ownership, confidentiality, decision-making authority and revenue allocation among themselves. Taku does not resolve ownership disputes between collaborators.

Workspace owners and administrators may manage access, change roles, export content, publish or unpublish projects, and take other actions permitted by the workspace settings. You must review the applicable role and sharing settings before contributing content. Leaving or being removed from a workspace does not transfer intellectual-property ownership, revoke licenses already granted or require Taku to provide continued access.

A person who publishes shared content, selects a Community license, enables a paywall or submits content for distribution represents that they have authority from every relevant owner and collaborator to do so. If that authority is disputed, Taku may restrict the content or workspace while the parties resolve the dispute.

2.6 Connected Credentials and Secrets

When you provide or authorize a Connected Credential, you authorize Taku and its providers to store, transmit and use it only within the permission scope and for the features or Agent Actions you enable. Connected Credentials may permit access to confidential or valuable accounts. Use the narrowest available scope, review permissions regularly and revoke access when no longer needed.

Revoking a credential or disconnecting an account prevents future access after the revocation is processed but does not reverse an Agent Action already completed or delete data already processed. A third party may independently suspend, expire or restrict a credential.

Do not place passwords, private keys or authentication codes directly in prompts, public Listings or source code. Use a designated secrets or connection feature where available. You are responsible for ensuring you are authorized to connect each account and for complying with its terms.

2.7 Taku Web App and Desktop Application

The Taku Web App operates within your web browser and may use browser storage, cookies, caches, service workers and browser APIs to maintain sessions, remember settings, support uploads and downloads, and provide requested features. It can access a camera, microphone, location, clipboard, file or other browser-controlled resource only when the feature requests access and the browser or operating system permits it. Closing a browser tab does not necessarily stop an Agent Action, Scheduled Action, deployment or cloud task already submitted to run in the background.

The Taku Desktop Application may, depending on the feature and permissions you enable, process Local Device Data; access selected files or folders; use clipboard, notification, accessibility, screen-recording or command-line capabilities; run local tools or commands; communicate with applications or services; and continue approved tasks or capture while running in the background. A permission granted to the Desktop Application is not unlimited authorization: Taku and Agents may use it only for the feature, task or ongoing configuration you enable and as described in these Terms, the Privacy Policy and any in-product disclosure.

The Desktop Application may store settings, task artifacts, logs, caches, models or temporary files locally. It may check for, download and install updates, including security and compatibility updates. Some updates may be required to continue using all or part of the Services. You are responsible for using a supported operating system, protecting your device account, reviewing permissions, installing required updates and removing locally stored data before transferring or disposing of a device.

Features in either application may process information locally, in Taku's cloud systems or through Taku's providers. Where a feature involves materially different device access or collection—particularly screen capture, accessibility access, microphone, camera or background operation—Taku will provide an additional permission request or in-product disclosure where required. Revoking a browser or operating-system permission applies prospectively after it is processed and may prevent the related feature from working.

3. Artificial Intelligence and Agent Actions

3.1 AI Output

The Services use probabilistic AI systems, including systems operated by Third-Party AI Providers. Output may be inaccurate, incomplete, biased, offensive, insecure, non-unique or unsuitable. It may contain material similar to content produced for others.

You must independently review and test Output before using or relying on it. Output is not legal, medical, financial, investment, insurance or other professional advice. Use qualified professionals where a decision has significant consequences.

3.2 Agent Actions

Agent Actions may have real-world consequences. Websites, emails, files and other sources may contain malicious instructions designed to manipulate an AI system. You are responsible for choosing permissions, reviewing proposed actions and maintaining appropriate human oversight.

You authorize Taku and its providers to perform Agent Actions within the scope you select. You remain responsible for actions you approve or instruct, including code execution, publications, communications and transactions, except to the extent a loss is caused by Taku's breach of these Terms or cannot lawfully be allocated to you.

3.3 Disclosure and Provenance

You must make any AI disclosure or labeling required by law and must not remove or circumvent provenance metadata, safety notices or watermarks we apply, except where law permits.

3.4 Proactive Agent and Screen Capture

The Proactive Agent is optional and is off until you affirmatively enable it and grant any permission required by your device or operating system. When enabled, it may periodically or continuously capture the displays, applications or windows within the scope you select, including visible text, images, notifications and interface activity. Depending on the settings you choose, capture may continue while Taku runs in the background. The feature does not capture microphone, camera or system audio unless Taku offers a separate feature, clearly discloses it and obtains any additional permission and consent required.

Taku will provide controls to pause or disable screen capture and to change its scope. You can also revoke screen-recording permission through your operating-system settings. You are responsible for checking that the selected scope is appropriate before enabling capture and for pausing it before displaying information you are not authorized to share.

3.5 Sensitive-Data Masking

Taku uses automated technical safeguards designed to detect and mask common sensitive information in Screen Capture Data, which may include passwords, authentication codes, payment-card and financial-account information, government identifiers and other personal information. Masking may obscure information before the Proactive Agent uses it and may reduce the accuracy or usefulness of suggestions and Agent Actions.

Masking is a risk-reduction measure, not a guarantee. Sensitive information may be missed, partially visible, inferable from context or captured before a field is recognized. Do not intentionally display passwords, private keys, authentication codes or regulated data to the Proactive Agent. If you believe masking failed, pause the feature and contact support@taku.ai with the subject “Screen Capture Privacy.” Do not include the exposed secret in your report.

3.6 Your Screen-Capture Responsibilities

You may enable the Proactive Agent only on a device, display, application or account you are authorized to capture. You are responsible for providing notices and obtaining consents required from employers, coworkers, customers, household members and other people whose information may appear, and for complying with workplace policies, confidentiality duties, professional secrecy and applicable recording, monitoring and privacy laws.

Do not use the Proactive Agent for covert surveillance, worker performance monitoring, capturing legally privileged communications without authorization, or recording another person's private activity without legally sufficient notice and consent. Taku may restrict the feature in sensitive applications or contexts.

3.7 Handling of Screen Capture Data

Notwithstanding Sections 8.3 and 8.4, except where you separately and expressly opt in to generalized-model training, Taku processes Screen Capture Data only to provide, secure and support the Proactive Agent, perform Agent Actions you authorize, comply with law and enforce these Terms. Taku does not use Screen Capture Data, including de-identified or aggregated data derived from it, to train generalized AI models unless you separately and expressly opt in to that use. A general acceptance of these Terms or failure to submit the Section 8.3 opt-out is not consent to screen-capture training.

Before screen capture begins, Taku will provide an in-product notice describing the capture scope, whether Screen Capture Data is processed locally or transmitted to Taku or a provider, the material purposes and recipients of that processing, available retention or deletion controls, and circumstances in which authorized personnel may access it. Additional information appears in the Privacy Policy. Where feasible, we minimize the capture scope and retention needed for the feature.

3.8 Scheduled and Background Actions

You may configure Scheduled Actions to run without a contemporaneous prompt or confirmation. By enabling one, you authorize Taku to perform the described action at the configured time or trigger, using the permissions, Connected Credentials and resources then available, until the schedule ends or you disable it.

External conditions, websites, data, prices and permissions may change between configuration and execution. You are responsible for defining an appropriately narrow scope, reviewing execution history, maintaining valid credentials and monitoring the results. Do not schedule high-impact decisions, purchases, public communications or irreversible actions without appropriate limits and human review. Taku may require confirmation, restrict a schedule or refuse an action based on risk, law, provider requirements or product policy.

Scheduled Actions may consume Credits or other metered resources each time they run, including unsuccessful attempts, as disclosed by the applicable feature or Pricing Page. Pausing, cancelling or deleting a schedule applies prospectively after the request is processed. It cannot recall an email, reverse a transaction, retract content already published or undo another external action. Taku does not guarantee that a Scheduled Action will run at an exact time or continue after a credential, integration, plan or feature changes.

3.9 Agent Memory

An Agent may save Agent Memory to personalize later tasks or maintain continuity. Agent Memory may be incomplete, outdated or incorrect and must not be treated as an authoritative record. Where the feature is available, you may inspect, correct or delete saved memory and disable future memory creation.

Agent Memory is User Content and is handled under Section 8 and the Privacy Policy. If memory is derived from Screen Capture Data, the stricter processing and training restrictions in Section 3.7 continue to apply. In a managed workspace, administrators may be able to access or manage memory associated with organization activity, as disclosed in the workspace settings.

3.10 Local and Cloud Execution

Agents may execute through the Taku Web App, Taku Desktop Application, Cloud Services or a combination of those environments. A task may upload or download files, invoke a local tool, execute a command, create or modify a local artifact, communicate with a remote service or continue in Taku's cloud after the interface is closed, but only within the permissions and task scope you authorize.

Before approving a task with local or external effects, review the selected files, folders, accounts, applications, commands and destinations. You are responsible for maintaining backups of important local data and for supervising actions that could overwrite files, expose confidential information, install software, publish content or affect another system. Taku may require confirmation or block an action based on security, legal or product-policy risk.

4. Access and Acceptable Use

4.1 License to Use the Services

Subject to these Terms, Taku grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Taku Web App and to install and use a reasonable number of copies of the Taku Desktop Application on devices you own or control during your account term, in each case as permitted by your plan and documentation. You may use the Services to build and operate Spaces and applications and permit End Users to access them. This license gives you no ownership of the Services or Taku Materials.

4.2 Acceptable Use

You must comply with the Acceptable Use Policy in Appendix A. In particular, you may not use the Services to:

• violate law, sanctions, export controls or another person's intellectual property, privacy or other rights;
• violate a third-party site's access controls or contractual restrictions through automated or agentic access;
• create, solicit, possess or distribute child sexual abuse material or content that sexually exploits or endangers a minor;
• create non-consensual intimate imagery or deceptive synthetic depictions of identifiable people;
• distribute malware, ransomware, spyware, botnets or credential theft tools, or access, scan or attack systems without authorization;
• bypass security features, rate limits, usage quotas, content filters, payment controls or safety safeguards;
• scrape the Services, evade restrictions through multiple accounts, send spam or phishing, or mine cryptocurrency;
• reverse engineer the Services, extract model weights or hidden system logic, or use the Services or Output to develop a competing model, except to the extent applicable law expressly permits that activity despite this restriction;
• resell the Services as a service bureau unless we authorize it in writing;
• harass, threaten, stalk, defame or dox a person, or promote self-harm or suicide;
• develop weapons or operate safety-critical systems;
• conduct government surveillance, biometric identification, predictive policing or censorship; or
• make decisions producing legal or similarly significant effects in employment, credit, insurance, housing, healthcare, education or essential services without meaningful human review and legally required safeguards.

Appendix A provides additional detail. If Appendix A conflicts with the main body of these Terms, the main body controls unless Appendix A expressly states otherwise.

4.3 Enforcement and Content Moderation

We may use automated systems and human review to detect illegal content, security threats, fraud and violations of these Terms. Depending on severity, context and history, we may reduce visibility, add warnings, block an action, remove content, restrict monetization, suspend features or accounts, preserve evidence, or report conduct to authorities. We are not required to monitor all content.

Where required by law, we will explain a moderation decision and provide a free way to appeal. You may appeal by emailing support@taku.ai with the subject “Content Appeal” and enough information to identify the decision. Appeals may be reviewed using automated tools and, where required, by a qualified human reviewer. Repeated manifestly unfounded notices or appeals may be restricted after warning where permitted by law.

4.4 Third-Party Services

Third-party services and integrations are governed by their own terms and privacy policies. Taku does not control them and is not responsible for their acts, omissions or availability, except where applicable law provides otherwise. A third party's failure may affect the Services.

4.5 Names and URLs

A Taku username, handle, subdomain or path is a revocable identifier, not property. We may reserve, reclaim, reassign or disable one where it infringes rights, impersonates another person, conflicts with a product route or reserved word, is misleading or abusive, creates a security risk, remains materially inactive, or must change for legal or operational reasons.

We will ordinarily provide reasonable notice where practicable, but may act immediately for abuse, impersonation, security threats or legal requirements. Use a custom domain for anything business-critical.

4.6 APIs and Developer Access

If Taku provides an API, SDK, webhook, command-line tool or developer credential, you may use it only as documented, within applicable quotas and for applications you are authorized to operate. Keep API keys confidential, rotate compromised keys and do not embed secret keys in public client-side code or Listings.

You are responsible for your applications, API calls, downstream users, notices, consents and compliance with law. You may not circumvent rate limits, obscure the source of abusive traffic, use developer access to replicate or compete with the Services in violation of Section 4.2, or make an API available to others as a standalone substitute for Taku.

API behavior, models, schemas, limits and endpoints may change. We will provide reasonable notice of a materially incompatible change where practicable, but urgent security, legal or provider changes may take effect immediately. API usage may incur separate metering and Credits. We may revoke developer access for security risk, abuse, nonpayment or violation of these Terms.

5. Fees, Subscriptions, Credits and Taxes

5.1 Prices and Payment

Current plans, features and prices appear on the Pricing Page or at checkout. You authorize Taku and its payment processor to charge the payment method you provide. Keep billing information accurate. We may suspend paid features if payment fails.

5.2 Automatic Renewal and Cancellation

Paid subscriptions renew automatically for the period and price disclosed at checkout until cancelled. Before purchase, we will clearly disclose the price, billing frequency, renewal terms and cancellation method and obtain any affirmative consent required by law. We will send an acknowledgment and legally required reminders or price-change notices.

You may cancel at any time using the online cancellation control in your account or another cancellation method disclosed at purchase. Cancellation must be available through the same medium used to subscribe and must not be unreasonably difficult. Cancellation normally takes effect at the end of the current paid period unless law requires otherwise. Deleting an application or ceasing use does not by itself cancel a subscription.

5.3 Credits

Credits are a limited contractual right to access specified Services. They are not deposits, cash, stored value, securities or a general-purpose payment instrument and cannot be transferred or redeemed for cash except where law requires. Promotional Credits may have different expiration rules from purchased Credits.

Credits allocated under a subscription reset at the end of each billing cycle. Unless checkout expressly states otherwise, unused Credits expire at the end of that billing cycle, do not roll over and are replaced by the Credit allocation for the next successfully paid billing cycle. The reset and non-rollover rules are disclosed on our website and during checkout.

The Pricing Page or checkout will disclose Credit allocations and consumption rates. Consumption rates may change prospectively. An action may consume Credits based on resources used even if it fails, times out, is cancelled or produces unsatisfactory Output, but we will honor non-waivable refund or conformity rights. Any promotional or separately purchased Credits are governed by the expiration terms displayed when issued or purchased.

Credits cannot be used for Marketplace Transactions unless future Marketplace Terms expressly permit it. If Taku later enables that use, the Marketplace Terms will control any stored-value, payment, refund and creator-payout treatment.

5.4 Refunds and Consumer Rights

Except where Appendix C, checkout terms or law provide otherwise, fees are non-refundable and we do not credit partial periods. Nothing in these Terms limits mandatory consumer rights, including remedies for non-conforming digital services and any withdrawal right. Any loss or waiver of a statutory withdrawal right applies only after the legally required disclosures, requests and consents have been obtained.

5.5 Taxes and Records

Prices exclude taxes unless stated otherwise. You are responsible for applicable transaction taxes, and we or our processor may calculate and collect them using the information you provide. Our usage and billing records control absent manifest error. Business purchasers must provide valid tax information before an exemption can apply.

6. Hosted Applications, Cloud Services and Availability

6.1 Cloud Services

Cloud Services may allow you to compile, test, deploy and host applications and to use databases, authentication, storage, networking, APIs and related infrastructure. Available features, regions, quotas and technical limits depend on your plan and current documentation. Cloud Services may be provided through third-party infrastructure providers.

You authorize Taku and those providers to host, process and transmit User Content and End User data as necessary to provide the Cloud Services. Data location, retention, subprocessors and Taku's role as controller or processor are described in the Privacy Policy, applicable product documentation and Appendix E.

6.2 Your Hosted Projects and End Users

You—not Taku—are the provider and operator of each application, website, Agent or other project you make available to End Users, unless separate written terms expressly state otherwise. You are responsible for:

• the project's functionality, legality, accessibility, security and suitability;
• reviewing and testing generated code, dependencies and configurations before deployment;
• providing End Users with accurate terms, privacy notices and legally required disclosures;
• establishing a lawful basis and obtaining consents for End User data;
• responding to End User requests, complaints and security incidents;
• maintaining legally required records and licenses; and
• complying with the rules of connected services, app stores and payment providers.

Do not state or imply that Taku sponsors, certifies or is responsible for your project. Taku may identify the project as built or hosted with Taku where the plan or product interface discloses that attribution requirement.

6.3 Security, Backups and Recovery

Generated code, configurations, dependencies and automations may contain defects or vulnerabilities. Security scans, sandboxing, suggestions and automated fixes reduce risk but are not an audit, certification or warranty. You are responsible for risk-appropriate testing, access controls, secrets management, dependency maintenance, monitoring and incident response.

Unless your plan or separate written agreement expressly includes backup or recovery commitments, you must maintain independent backups and exports of business-critical code, data and configurations. Taku does not guarantee that deleted, corrupted or unavailable content can be recovered. We may quarantine, suspend or disable a project that creates a security threat, violates these Terms or risks harm to the Services or others.

6.4 Resource Limits and Metering

Cloud Services are subject to storage, bandwidth, compute, database, API, concurrency and other limits. We may throttle or suspend usage that exceeds plan limits, threatens system stability or imposes unreasonable cost. Where overage billing is available, applicable rates and controls will be disclosed before charges are incurred where required by law.

You must not design a project to evade metering or quotas. Usage records generated by our systems and providers control absent manifest error.

6.5 Domains and Certificates

You are responsible for having the right to use a custom domain, maintaining registration, configuring DNS and complying with registrar and registry rules. Taku may provision or renew security certificates and make technical DNS changes you authorize, but does not guarantee uninterrupted domain resolution or certificate issuance. Losing access to a domain, failing to renew it or changing DNS may make a project unavailable.

Taku-owned subdomains remain subject to Section 4.5. A custom domain remains yours or your registrar's; connecting it does not transfer ownership to Taku.

If Taku later offers domain registration or renewal, separate domain-registration terms, registrar policies, pricing and registrant-data requirements will apply. Taku will identify the registrar of record and any renewal or transfer procedure before purchase.

6.6 Availability and Service Changes

The Services depend on third-party AI, infrastructure, sandbox, payment and other providers. Interruptions, latency, rate limits, model or feature changes, provider deprecations and changes in quality may occur. We do not promise uninterrupted or error-free operation.

We may modify, suspend or discontinue a feature. We will provide reasonable advance notice when practicable if a change materially reduces a paid feature during a current subscription term, subject to emergency, security, legal and provider-related changes and your mandatory consumer rights.

6.7 Beta Features

Features identified as alpha, beta, preview, experimental or early access may be incomplete and may change or end at any time. They are provided without a service-level commitment unless separate terms say otherwise.

7. Taku Materials and Feedback

Taku and its licensors own all rights in the Services and Taku Materials. Except for the limited license in Section 4.1, no rights are granted. Open-source and third-party components remain subject to their applicable licenses.

If you voluntarily provide feedback, you grant Taku a worldwide, perpetual, irrevocable, royalty-free and sublicensable license to use it without restriction or compensation. Do not provide feedback you are not authorized to share.

8. User Content

8.1 Ownership

As between you and Taku, you retain ownership of Input and other User Content you create. To the extent Taku has rights in Output generated specifically for you, Taku assigns those rights to you. This does not transfer rights in Taku Materials, third-party material, other users' content or underlying models. Output may not be unique or eligible for intellectual-property protection.

8.2 License Needed to Provide the Services

You grant Taku a worldwide, non-exclusive, royalty-free and sublicensable license to host, reproduce, process, transmit, modify, display and otherwise use User Content only as reasonably necessary to:

• provide features you request and perform Agent Actions you authorize;
• host, operate, maintain, secure and support the Services;
• prevent fraud, abuse and security incidents;
• comply with law and enforce these Terms; and
• exercise the specific public-content rights in Section 9.

This license lasts while the User Content is stored or used through the Services and for a reasonable backup, security and legal-retention period afterward. Sublicensing is limited to affiliates and providers performing these purposes. Public content and distributed copies may have separate survival rules under Section 9.

8.3 Product Improvement and AI Training

Subject to the opt-out and exclusions below, you grant Taku a worldwide, non-exclusive, royalty-free and sublicensable license to use User Content to evaluate and improve the Services, create benchmarks and analytics, and develop or train AI or machine-learning models. This license is separate from, and in addition to, the service-operation license in Section 8.2. You may opt out of these optional uses at any time, free of charge and regardless of plan, by emailing support@taku.ai with the subject “AI Training Opt-Out.”

The opt-out applies prospectively to new training and evaluation uses beginning after we process your request. It does not require Taku to remove information from datasets already created or to retrain models already trained, unless law requires otherwise. It does not restrict processing necessary for the purposes in Section 8.2.

Taku does not use raw or identifiable personal information contained in User Content to train generalized AI models. We may use information that has been de-identified or aggregated in accordance with Section 8.4. We do not knowingly use User Content from an account identified as belonging to a person under 18 to train generalized AI models.

Third-Party AI Providers may process User Content as necessary to generate Output or perform a feature you request, subject to Section 4.4 and the Privacy Policy. Ordinary prompts, files and other User Content submitted through the Taku Web App or Taku Desktop Application are governed by the general rule and opt-out in this Section 8.3; using one application instead of the other does not change that rule. Taku does not use data accessed solely through Taku Browser Bridge to train generalized AI models. Screen Capture Data is governed by the stricter rule in Section 3.7 and is not included in generalized-model training unless you separately and expressly opt in. Customer Personal Data remains excluded as stated below. If we later provide an in-product opt-out, we will identify the current path in the Privacy Policy or product documentation rather than relying on a potentially outdated path in these Terms.

Customer Personal Data processed by Taku on behalf of a business or organization under Appendix E is excluded from the training and product-improvement license in this Section 8.3. Taku will not use that Customer Personal Data to train generalized AI models unless the business or organization gives Taku a separate, express written instruction authorizing that use and the use is permitted by applicable law.

8.4 De-identified Data and Usage Data

We may create and use data that has been de-identified or aggregated so it cannot reasonably identify you. We will take reasonable measures to maintain it in that form and will not attempt to re-identify it except to test our safeguards or as permitted by law.

Taku owns Usage Data and may use it for security, analytics, billing, capacity planning, benchmarking and product development. We will not use Usage Data to reconstruct identifiable User Content.

8.5 Your Responsibilities

You represent that you have the rights, permissions and lawful basis required to submit User Content and grant these licenses. User Content must not infringe rights or violate law or these Terms.

If you make a Space, application or Agent available to End Users, Sections 6 and 9 apply. You are responsible for providing your own terms and privacy notices, obtaining consents and handling End User data lawfully. Appendix E automatically applies to Customer Personal Data that Taku processes on your behalf. Unless Taku separately agrees otherwise, Taku is not a party to your relationship with End Users.

8.6 Sensitive Data

Unless your plan or a written agreement expressly permits it, do not submit protected health information, payment-card data, financial account numbers, government identifiers, biometric identifiers, data about children under 13, unauthorized credentials or other information subject to heightened legal protection. The standard Services are not designed as a regulated system of record for that data.

Incidental capture through the Proactive Agent is not by itself a breach of this Section where you used reasonable care, did not intentionally expose prohibited data and complied with Section 3. The masking safeguard does not authorize you to capture or process information you otherwise lack the right to use.

9. Taku Community

9.1 License to Taku for Published Content

If you publish Community Content, you grant Taku a worldwide, non-exclusive, royalty-free and sublicensable license to host, cache, reproduce, format, display, promote and distribute that Community Content as needed to operate and market the Community. This license applies only to the specific content you intentionally upload or select and publish through the Community publishing flow. It continues while the Community Content is published and for a reasonable period afterward for backups, legal compliance and materials already distributed.

9.2 Default Free License

Free is the default. Unless you affirmatively enable a paywall or select another available license before another user accesses the content, publishing Community Content grants each Community user a worldwide, perpetual, non-exclusive, royalty-free license to:

• access, view, use and execute the published content;
• copy, remix, modify and adapt it into the user's own projects; and
• publish, distribute and commercially use a project created from it.

Before publication, the Community publishing flow will identify the Listing as subject to the Default Community License and provide a reasonable opportunity to review or change the available license or paywall setting. If no alternative is selected, the Listing will be published under the Default Community License.

This Default Community License applies only to the specific Community Content intentionally published through the Community publishing flow. It does not apply to your private projects, unpublished drafts, prompts, Agent Memory, Screen Capture Data, workspace content or other User Content merely processed or shared through the Services.

The Default Community License does not transfer ownership, permit a user to claim authorship of the original content, use the Creator's name or trademarks, or resell or redistribute the substantially unmodified content as a standalone competing asset. Users must retain included attribution, copyright and license notices where reasonably practicable. A user may sublicense incorporated portions only as reasonably necessary to distribute or operate a project created under this license. Third-party and open-source components remain subject to their own license terms. Where an open-source or other third-party license applies to a component of Community Content, that license—not the Default Community License—governs that component.

To the extent a published Listing includes software, the Default Community License also includes a worldwide, perpetual, royalty-free, non-exclusive patent license under patent claims the Creator can license and that are necessarily infringed by exercising the rights expressly granted above. To the extent permitted by law, the Creator waives and agrees not to assert moral rights that would prevent modification or use authorized by the Default Community License. No rights are granted in the Creator's name, logo or trademarks except for included attribution.

The Default Community License is irrevocable for copies and rights validly obtained while the content was available under it. Removing content, closing an account or later enabling a paywall does not revoke licenses already granted. The change applies only to access occurring after the paywall or new license takes effect. We will make the applicable license or paywall status reasonably clear in the Community interface.

Taku's records of the Listing version, displayed license and time of access are evidence of the applicable license, subject to correction where a Creator or user demonstrates an error. A later update is a separate version and does not change the license applicable to a previously obtained copy unless the user accepts the change or the displayed license expressly provides otherwise.

9.3 Paywalled Content

A creator may affirmatively designate eligible content as paywalled when Taku makes that feature available. Before purchase, other users receive only the limited right to view and interact with any preview Taku or the creator makes available; they may not copy, adapt, extract or commercially use the paywalled content from the preview.

The license obtained after payment will be displayed at purchase and governed by the Marketplace Terms. Enabling a paywall does not guarantee sales, exclusivity, continued listing or any minimum payout.

9.4 Current Non-Transactional Status

The Community does not currently process Marketplace Transactions between creators and users. Until Taku expressly launches that feature and presents Marketplace Terms for acceptance:

• Taku does not collect or hold purchase funds for creators;
• Taku is not the buyer, seller, licensor, broker or payment agent in an off-platform transaction;
• a displayed price, tip button or monetization preview is not an offer that can be accepted through Taku; and
• off-platform transactions are solely between the participating users and are undertaken at their own risk.

We may prohibit attempts to evade future platform payment rules or use the Community for unauthorized payment solicitation.

9.5 Future Marketplace Transactions

Before enabling Marketplace Transactions, Taku will present separate Marketplace Terms and, where appropriate, Creator Terms and Buyer Terms. Those terms will identify the contracting parties and cover at least:

• creator and trader identity verification and eligibility;
• the license or service the buyer receives, including whether commercial use, modification, redistribution or sublicensing is permitted;
• prices, platform fees, processor fees and currency conversion;
• payment authorization, settlement, reserves, payout timing and failed payouts;
• refunds, cancellations, disputes, fraud and chargebacks;
• taxes, withholding and information reporting;
• sanctions and prohibited transactions; and
• suspension, delisting and appeals.

No user is required to participate in Marketplace Transactions merely by accepting these Terms. Separate acceptance will be required when the feature launches.

9.6 Community Content and Risk

Community content belongs to its creator or licensors, not Taku. Taku does not endorse or guarantee it. Downloads, code, automations and agents may be malicious, insecure, inaccurate or withdrawn. Review and sandbox them before use. Taku may remove content or restrict availability under Section 4.3, but is not required to pre-screen everything.

9.7 Creator and Listing Requirements

Listings may consist of or incorporate software released under open-source licenses. A Creator must identify the license that applies to each material open-source or third-party component and comply with its attribution, notice, source-availability, copyleft and redistribution requirements. If a displayed or included open-source license applies to a Listing or component, that license controls the use of that material and Taku does not replace, narrow or expand it through the Default Community License.

A Creator who submits or publishes a Listing represents and warrants that:

• the Creator owns or has sufficient rights to publish it and grant every displayed license;
• the Listing, description, screenshots, permission disclosures and pricing status are accurate and not misleading;
• the Listing does not contain malware, hidden surveillance, credential theft, undisclosed advertising, intentionally deceptive behavior or code intended to bypass Taku safeguards;
• no password, private key, access token, personal data or other secret is embedded in the Listing;
• all material third-party and open-source code, models, datasets, media and dependencies are identified and used in compliance with their licenses and terms, including any required notices or source-code disclosures;
• the Listing does not infringe rights or violate law, these Terms or the Acceptable Use Policy; and
• the Creator will maintain a reasonable channel for legally required notices concerning the Listing.

Creators must disclose whether a Listing sends data to the Creator or another third party, the categories of data involved, external accounts or services used, material limitations, recurring costs and permissions reasonably required for operation. A Listing may request only permissions reasonably related to its described function.

If a Creator receives or can access a user's User Content, personal information, Agent Memory or Connected Credentials through a Listing, the Creator may use that information only to provide the Listing's clearly disclosed functionality. The Creator must maintain reasonable safeguards, provide any legally required privacy notice, delete information when it is no longer reasonably needed for the disclosed function, and notify Taku promptly of a security incident affecting Taku users. A Creator may not sell that information or use it for unrelated advertising, profiling or AI-model training unless the user has received clear disclosure and provided any separate consent required by law.

Creators remain responsible for their Listings, updates, support commitments and interactions with users. Publication, scanning, ranking, featuring or a Taku badge is not an endorsement, certification or warranty unless Taku expressly says otherwise in writing.

9.8 Installing and Using Skills and Agents

Before enabling a Skill or Agent, review its Creator, displayed license, permissions, data practices, dependencies, costs and requested connections. You authorize the Listing to operate only within the permissions you grant. You remain responsible for reviewing its Output and Agent Actions and for deciding whether it is suitable for your data, accounts and intended use.

A Skill or Agent may access User Content, Agent Memory, Connected Credentials or third-party services only when the applicable permissions and feature settings allow it. Some functionality may stop when you revoke a permission, disconnect an account, pin an older version or remove the Listing.

Unless the Creator or separate terms expressly promise support, updates or continued availability, none is guaranteed. Removing a Listing prevents new access but does not automatically revoke a valid license to copies previously obtained, except where access must be disabled to address malware, compromised credentials, unlawful content, sanctions, infringement or another serious security or legal risk.

9.9 Listing Updates, Versions and Emergency Actions

Creators may update Listings. An update may change behavior, dependencies, Output, resource consumption or compatibility. Taku may provide automatic updates or allow version pinning as described in the product interface. A material expansion of data access or permissions requires new user approval before the expanded capability is enabled.

For the limited purposes of operating the Community, checking compliance, testing compatibility and identifying security, privacy or legal risks, a Creator grants Taku a worldwide, non-exclusive, royalty-free and sublicensable license to host, reproduce, execute, inspect, analyze, scan and sandbox the Listing. Taku may make temporary technical modifications reasonably necessary for those purposes but does not acquire ownership of the Listing. These rights are subject to any applicable open-source or third-party license restrictions.

Taku may scan, test, sandbox, quarantine, delist, disable or remove a Listing or version. If we reasonably believe a Listing creates an urgent security, privacy or legal risk, we may disable installed or hosted functionality without advance notice, revoke Taku-managed connections, or require an update. Where practicable and legally permitted, we will notify affected Creators and users and provide an appeal under Section 4.3.

Security review and scanning cannot identify every vulnerability, malicious behavior or later compromise. Creators and users must maintain their own appropriate security review and monitoring.

9.10 Discovery, Ranking and Taku Listings

Community search, recommendations and ranking may consider relevance, compatibility, quality signals, user engagement, recency, reliability, safety, policy compliance, personalization, language, region and other factors described in current Community documentation. We may test or change ranking systems and do not guarantee any Listing a particular placement, audience, traffic or revenue.

If payment can influence placement in the future, the placement will be identified as sponsored, promoted or otherwise paid where required. Taku may publish, feature or rank its own Listings or Listings from affiliates differently based on integration, support, safety, quality or commercial considerations. We will describe material differentiated treatment in applicable Creator or Marketplace Terms.

9.11 Creator Data and Community Analytics

Creators may receive analytics that Taku makes available about Listing views, installations, usage, ratings, performance or other aggregated activity. Available analytics may change and may be delayed, estimated or incomplete. Creators may use them only for legitimate product, support and business purposes and may not use them to identify users where Taku has not expressly enabled that identification.

Taku may access Listing data, moderation history, technical logs, performance information and Community activity to operate, secure, rank and improve the Community, enforce these Terms and provide analytics. After a Listing or account is removed, access and retention are governed by Sections 8 and 11 and the Privacy Policy.

10. Copyright and Illegal Content

Taku responds to valid copyright notices and counter-notices under the U.S. Digital Millennium Copyright Act. Requirements and procedures appear in Appendix B. Notices must be sent to our designated copyright agent:

Taku AI Inc., Attn: Copyright Manager
20289 Stevens Creek Boulevard, Cupertino, California 95014, United States
legal@taku.ai

Knowingly making a material misrepresentation in a notice or counter-notice may create liability under 17 U.S.C. § 512(f). We may terminate repeat infringers in appropriate circumstances.

Report other illegal content or violations to support@taku.ai with enough information to identify the content, explain the issue and provide contact details. Requests concerning nonconsensual intimate images, including AI-generated digital forgeries, are governed by Appendix D. If Taku later designates a jurisdiction-specific regulatory point of contact, it will publish the applicable contact information with the Services.

11. Termination

You may stop using the Services and close your account at any time. Subscription cancellation is governed by Section 5.2 and is separate from account deletion.

We may suspend or terminate access immediately when reasonably necessary to address a material breach, fraud, abuse, illegal conduct, payment failure, security risk or legal requirement. We may terminate for convenience or discontinue the Services on reasonable advance notice where practicable.

Restrictions, suspensions and removals affecting a Creator or Listing are also governed by Sections 4.3 and 9. Where applicable law requires it, we will provide a statement of reasons, an opportunity to appeal and the required advance notice, subject to exceptions for repeated violations and urgent legal, fraud, malware, privacy or cybersecurity risks.

On termination, your right to use the Services ends and you remain responsible for accrued charges. We may delete User Content subject to our Privacy Policy, backup cycles and legal duties. Obtain exports before termination. Where required by applicable consumer law, we will make eligible non-personal content available in a commonly used machine-readable format and provide required refunds or remedies.

12. Export Controls and Sanctions

You must comply with U.S. export controls and sanctions and applicable laws elsewhere. You represent that you are not a prohibited party, located in a comprehensively sanctioned jurisdiction, or owned or controlled by a prohibited party. You may not export, re-export or make the Services available for prohibited end uses or to prohibited parties.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, AGENT ACTIONS, COMMUNITY CONTENT AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TAKU AND ITS AFFILIATES, LICENSORS AND PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT.

TAKU DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; THAT OUTPUT OR COMMUNITY CONTENT WILL BE ACCURATE, LAWFUL, NON-INFRINGING OR FIT FOR A PURPOSE; THAT GENERATED CODE OR AUTOMATIONS WILL BE FREE OF DEFECTS OR VULNERABILITIES; OR THAT AN AGENT ACTION WILL HAVE THE RESULT YOU INTENDED.

TAKU DOES NOT WARRANT THAT SCREEN CAPTURE WILL EXCLUDE EVERY UNINTENDED DISPLAY, APPLICATION, NOTIFICATION OR PERSON; THAT SENSITIVE-DATA MASKING WILL IDENTIFY OR COMPLETELY OBSCURE EVERY SECRET OR ITEM OF PERSONAL INFORMATION; OR THAT AN ACTION BASED ON MASKED OR INCOMPLETE CONTEXT WILL BE ACCURATE.

TAKU DOES NOT WARRANT THAT THE TAKU WEB APP OR TAKU DESKTOP APPLICATION WILL BE COMPATIBLE WITH EVERY BROWSER, DEVICE, OPERATING SYSTEM, APPLICATION OR SECURITY CONFIGURATION; THAT LOCAL FILES, CACHES, SYNCHRONIZATION OR UPDATES WILL BE ERROR-FREE; OR THAT CLOSING AN INTERFACE WILL STOP A BACKGROUND OR CLOUD TASK ALREADY AUTHORIZED.

These disclaimers do not limit warranties or remedies that cannot lawfully be excluded.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TAKU AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, USE OR DATA, OR COST OF SUBSTITUTE SERVICES, ARISING FROM THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR TOTAL AGGREGATE LIABILITY ARISING FROM THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TAKU FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) US$100.

The exclusions and cap apply across all claims and theories of liability. They do not exclude liability that cannot be limited, including liability for fraud, willful misconduct, or death or personal injury caused by negligence where applicable law prohibits exclusion. Mandatory consumer rights remain unaffected.

15. Indemnification

To the extent permitted by law, you will defend, indemnify and hold harmless Taku and its affiliates, officers, directors, employees and providers from third-party claims and resulting losses, liabilities, penalties, costs and reasonable legal fees arising from:

• your User Content, Spaces, applications, agents or End User relationships;
• your material breach of these Terms;
• your violation of law or another person's rights;
• an Agent Action you authorized or instructed; or
• your handling of personal data or failure to provide required notices and obtain required consents.

We will give reasonable notice and may control the defense. You may not settle a claim in a way that imposes liability or an admission on Taku without our written consent. This Section does not apply to consumers where prohibited and does not require indemnification for Taku's own breach, negligence or willful misconduct.

16. Changes to These Terms

We may update these Terms. We will post the updated version and revise the “Last Updated” date. We will provide at least 30 days' advance notice of a material change by email or in-product notice, unless a shorter period is reasonably necessary for law, security, abuse prevention or an urgent provider change.

An updated term applies from its stated effective date and not retroactively to a dispute that arose earlier. If you do not agree, stop using the Services and cancel before the effective date. Where law requires express consent, we will request it. Otherwise, continued use after the effective date constitutes acceptance.

17. Governing Law and Consumer Rights

Nothing in these Terms limits mandatory rights under the law of your country of residence.

Except where mandatory law provides otherwise, Delaware law governs these Terms without regard to conflict-of-law rules. The Federal Arbitration Act governs Section 18. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 18, disputes not required to be arbitrated must be brought in state or federal courts located in Delaware, except that a consumer may bring a claim in another court where mandatory law permits. Either party may seek urgent injunctive relief in a court with jurisdiction.

18. U.S. Arbitration Agreement

This Section applies only if you are located in the United States.

18.1 Informal Resolution

Before filing arbitration, the claimant must send an individualized written notice to support@taku.ai with the subject “Dispute Notice.” It must include the claimant's name, account email, a description of the dispute and requested relief. The parties will attempt in good faith to resolve the dispute for 30 days. Limitation periods are tolled during that period. Either party may request an individual telephone or video conference.

18.2 Agreement to Arbitrate

Except for the exclusions below, you and Taku agree to resolve every claim arising from these Terms or the Services through final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules in effect when the claim is filed. If AAA is unavailable, a court with jurisdiction will select a substitute administrator.

Arbitration may occur by documents, telephone or video, unless the arbitrator determines an in-person hearing is necessary. Any in-person consumer hearing will occur in the county where you live unless the parties agree otherwise. The arbitrator may award any individual remedy available in court, subject to these Terms, and must issue a reasoned written decision. A court may enter judgment on the award.

18.3 Exclusions

Either party may bring an eligible individual claim in small-claims court. Either party may seek temporary or preliminary injunctive relief in court to preserve the status quo pending arbitration. Claims for public injunctive relief that cannot lawfully be arbitrated may be brought in court and stayed while arbitrable claims proceed.

18.4 Fees

AAA's rules govern fees. Taku will pay amounts it is required to pay under those rules and applicable law. If you demonstrate that arbitration would be prohibitively expensive compared with court, Taku will pay the additional amount the arbitrator determines is necessary to make arbitration accessible. Each party otherwise bears its own legal fees unless a statute or award permits recovery.

18.5 Opt-Out

You may opt out of this entire arbitration agreement by emailing support@taku.ai with the subject “Arbitration Opt-Out” within 45 days after you first accept these Terms. Include your name and the email associated with your account and state that you opt out of arbitration. Opting out will not affect your account or use of the Services. If you validly opt out, neither party is bound by this Section 18 for claims between you and Taku.

18.6 No Class or Representative Proceedings

YOU AND TAKU AGREE THAT CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION. AN ARBITRATOR MAY NOT COMBINE CLAIMS OR PRESIDE OVER A CLASS OR REPRESENTATIVE PROCEEDING.

This waiver does not prevent participation in a class-wide settlement or pursuit of public injunctive relief where the waiver cannot lawfully apply. If the waiver is unenforceable for a particular claim or remedy, only that claim or remedy will proceed in court after arbitrable matters conclude.

18.7 Jury Trial Waiver and Severability

TO THE EXTENT PERMITTED BY LAW, YOU AND TAKU WAIVE THE RIGHT TO A JURY TRIAL.

If part of this Section is unenforceable, it will be severed and the remainder enforced, except that if the class-action waiver is unenforceable as to a class claim, the arbitration agreement will not apply to that class claim. This Section survives termination.

19. General

Entire Agreement. These Terms, the Privacy Policy, Appendices A through E and accepted Supplemental Terms are the entire agreement concerning the Services. A purchase order does not modify them unless Taku signs it.

Assignment. You may not assign these Terms without Taku's written consent. Taku may assign them in connection with a merger, acquisition, reorganization or sale of assets, or by operation of law. Any other assignment by Taku remains subject to applicable law.

Severability and Waiver. Except as Section 18 provides, an unenforceable term will be modified to the minimum extent necessary or severed. Failure to enforce a term is not a waiver.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations already due.

Notices. We may send notices to your account email, through the Services or by posting on our website where legally permitted. Keep your email current. Notices to Taku must be sent to support@taku.ai, except where these Terms specify a subject line or procedure.

No Third-Party Beneficiaries. These Terms create no third-party beneficiary rights except for Taku's affiliates and providers with respect to Sections intended to protect them.

Relationship. The parties are independent contractors. These Terms do not create employment, agency, partnership, fiduciary or joint-venture relationships. A different relationship for Marketplace Transactions, if any, will be stated in the Marketplace Terms.

Interpretation. Headings are for convenience. “Including” means “including without limitation.” The English version controls to the extent permitted by law.

Government Users. The Services are commercial computer software under FAR 12.212 and DFARS 227.7202. Government users receive only the rights granted under these Terms.

Survival. Provisions that by their nature should survive termination do so, including accrued payment obligations, ownership, licenses for previously distributed content, disclaimers, liability limitations, indemnification, dispute resolution and this Section 19.

20. Contact

For support, legal notices, privacy requests, copyright matters, security reports, content reports and appeals, contact:

Taku AI Inc.
20289 Stevens Creek Boulevard
Cupertino, California 95014
United States
support@taku.ai

Use a clear subject line such as “Privacy Request,” “Screen Capture Privacy,” “DMCA Notice,” “TAKE IT DOWN Request,” “Security Report,” “Content Appeal,” “Refund Request,” “Dispute Notice,” “AI Training Opt-Out” or “Arbitration Opt-Out.”

Appendix A — Acceptable Use Policy

This Acceptable Use Policy (“AUP”) applies to all use of the Services, including the Taku Web App, Taku Desktop Application, Taku Browser Bridge, Local Device Data, User Content, Agent Actions, hosted applications, Community activity, APIs, integrations, Skills and Agents. Capitalized terms have the meanings given in the Terms.

A.1 Illegal, Harmful and Abusive Activity

You may not use the Services to create, facilitate, promote, request, publish or distribute content or activity that:

• violates applicable law, sanctions, export controls, court orders or another person's rights;
• exploits, abuses, grooms, sexualizes or endangers a minor, including child sexual abuse material or attempts to obtain it;
• depicts or threatens nonconsensual intimate imagery, sexual extortion or an intimate digital forgery of an identifiable person;
• facilitates human trafficking, terrorism, violent extremism or credible threats of violence;
• promotes or provides instructions intended to facilitate suicide, self-harm or eating-disorder behavior, except for legitimate prevention, recovery, educational or support purposes;
• harasses, stalks, threatens, defames, impersonates or exposes another person's private information;
• facilitates unlawful discrimination or the denial of civil rights; or
• facilitates the development, acquisition or use of weapons or operation of safety-critical systems without lawful authorization and appropriate professional safeguards.

A.2 Security, Malware and Unauthorized Access

You may not:

• create or distribute malware, ransomware, spyware, botnets, destructive code, credential theft tools or phishing content;
• gain or attempt to gain unauthorized access to an account, device, network, system or data;
• scan, probe, exploit or disrupt systems without the owner's authorization;
• bypass authentication, paywalls, access controls, rate limits, quotas, safety controls or content restrictions;
• expose, solicit or traffic in passwords, private keys, authentication codes or unlawfully obtained credentials;
• use an Agent, the Taku Web App, Taku Desktop Application, Taku Browser Bridge or a Connected Credential beyond the authorization granted by the account, device or system owner; or
• conceal abusive traffic, coordinate denial-of-service activity or interfere with the Services or another user's use.

Good-faith security testing is permitted only when you have authorization from the system owner and comply with any applicable security-testing or vulnerability-disclosure rules.

A.3 Privacy, Monitoring and Personal Data

You may not use the Services to:

• conduct covert surveillance or unlawful interception, recording or monitoring;
• track, profile or identify a person without a lawful basis and any required notice or consent;
• infer or exploit highly sensitive traits in a manner that violates law or causes unlawful discrimination;
• collect, disclose or sell personal information unlawfully;
• identify a person from de-identified data except where law and the data provider expressly permit it; or
• publish another person's private communications, likeness or confidential information without sufficient authorization.

Use of the Proactive Agent and Screen Capture Data must comply with Sections 3.4 through 3.7 of the Terms.

A.4 Deception, Manipulation and Synthetic Content

You may not use the Services to:

• commit fraud, scams, deceptive commercial practices or identity theft;
• misrepresent affiliation, endorsement, qualifications, authority or the source of content;
• generate or distribute materially deceptive impersonations or synthetic media intended to defraud or cause unlawful harm;
• remove or defeat provenance information, safety labels or watermarks in violation of law or the Terms;
• manipulate civic participation or elections in violation of applicable law; or
• generate fake reviews, engagement or endorsements without required disclosure.

A.5 Automated and Agentic Conduct

You may not configure an Agent Action or Scheduled Action to:

• violate a third-party service's access controls or binding restrictions;
• send spam, unlawful marketing or communications to recipients who have not provided legally sufficient consent;
• make purchases, transfers, publications or other irreversible actions outside the scope disclosed to and authorized by the user;
• make employment, housing, credit, education, insurance, healthcare or other consequential decisions about a person unless Taku has expressly authorized that use under separate written terms and all legally required safeguards are in place; or
• falsely present an AI system as a licensed professional or human decision-maker where doing so would be deceptive or unlawful.

A.6 Platform and Community Integrity

You may not:

• scrape or harvest the Services except as expressly permitted;
• create accounts in bulk, evade suspension or coordinate inauthentic activity;
• manipulate rankings, ratings, analytics, referrals or usage measurements;
• publish a Listing with hidden surveillance, undisclosed data transmission, malicious behavior or materially inaccurate permissions;
• distribute a Listing or dependency in violation of its open-source or third-party license;
• use the Services or Output to extract model weights, confidential system instructions or nonpublic security controls; or
• resell or provide the Services as a standalone service bureau without written authorization.

A.7 Enforcement and Reporting

Taku may investigate suspected violations and take proportionate action under Section 4.3 of the Terms, including blocking an action, removing content, disabling a Listing, restricting features, suspending an account, preserving evidence or reporting conduct to authorities. We may consider severity, intent, actual or potential harm, repeated conduct and remediation.

Report suspected violations to support@taku.ai with the subject “AUP Report.” Copyright notices must follow Appendix B, and requests involving nonconsensual intimate images must follow Appendix D.

Appendix B — DMCA Policy

Taku respects intellectual-property rights and responds to notices under the U.S. Digital Millennium Copyright Act (“DMCA”). This Appendix applies to copyright claims. Trademark, privacy and other complaints should be sent to support@taku.ai with an appropriate subject line.

B.1 Designated Copyright Agent

Send DMCA notices and counter-notices to:

Taku AI Inc., Attn: Copyright Manager
20289 Stevens Creek Boulevard
Cupertino, California 95014
United States
Email: legal@taku.ai

B.2 Copyright Infringement Notice

A DMCA notice must be a written communication containing substantially all of the following:

1. A physical or electronic signature of the copyright owner or a person authorized to act for the owner.
2. Identification of the copyrighted work claimed to have been infringed or, for multiple works at one online location, a representative list.
3. Identification of the allegedly infringing material and information reasonably sufficient for Taku to locate it, preferably including the exact URL, Listing, Space or project identifier.
4. Your name, mailing address, telephone number and email address.
5. A statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent or law.
6. A statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act for the owner.

Taku may forward the notice, including the claimant's contact information, to the user who provided the material or otherwise disclose it as permitted by law.

B.3 Taku's Response

After receiving a substantially complete notice, Taku may remove or disable access to the identified material, notify the affected user and take other appropriate action. Taku may request missing information before treating an incomplete submission as a valid DMCA notice.

B.4 Counter-Notice

If you believe material was removed or disabled because of mistake or misidentification, you may send a written counter-notice containing substantially all of the following:

1. Your physical or electronic signature.
2. Identification of the material removed or disabled and the location where it appeared before removal or disabling.
3. A statement under penalty of perjury that you have a good-faith belief the material was removed or disabled because of mistake or misidentification.
4. Your name, mailing address and telephone number.
5. A statement consenting to the jurisdiction of the federal district court for the judicial district in which your address is located, or, if your address is outside the United States, a federal judicial district in which Taku may be found.
6. A statement that you will accept service of process from the person who submitted the original notice or that person's agent.

Taku may provide the counter-notice to the original claimant. Unless the claimant informs us that it has filed a court action seeking to restrain the allegedly infringing activity, Taku may restore the material between 10 and 14 business days after forwarding the counter-notice, or later at our discretion where permitted by law.

B.5 Repeat Infringers and Misrepresentations

Taku may terminate accounts of repeat infringers in appropriate circumstances and may consider valid notices, counter-notices, retractions, court decisions and other relevant information. Taku may also restrict or terminate an account for a single serious or deliberate infringement.

Knowingly making a material misrepresentation in a DMCA notice or counter-notice may result in liability under 17 U.S.C. § 512(f). Submitting a DMCA notice does not automatically establish infringement, and Taku does not adjudicate ownership disputes.

Appendix C — Refund Policy

This Refund Policy applies to subscriptions, Credits and other Services purchased directly from Taku. Purchases made through an app store, reseller or other third party are also subject to that seller's refund process. Marketplace Transactions are not currently available and will be governed by separate Marketplace Terms when launched.

C.1 Subscriptions and Cancellation

Paid subscriptions renew automatically until cancelled as described in Section 5.2. Cancelling stops future renewals and normally leaves paid access available through the end of the current billing cycle. Except where law, checkout terms or this Appendix provide otherwise, Taku does not issue refunds or credits for a partially used billing cycle, failure to use the Services or dissatisfaction with AI Output.

Deleting an account, Space, application or project does not by itself cancel a subscription. You must use the cancellation method provided for the subscription.

C.2 Credit Reset and Non-Rollover

Credits allocated under a subscription reset at the end of each billing cycle. Unless checkout expressly states otherwise:

• unused subscription Credits expire at the end of the billing cycle and do not roll over;
• a new Credit allocation is issued only for the next successfully paid billing cycle;
• expired or unused Credits have no cash value and are not refundable or transferable; and
• cancellation does not extend a Credit's expiration beyond the end of the applicable billing cycle.

The Credit allocation, reset and non-rollover terms are disclosed on Taku's website and during checkout. Promotional or separately purchased Credits may have different expiration terms displayed when issued or purchased.

C.3 Credit Consumption and Technical Failures

Credits may be consumed based on processing, model, compute, hosting or other resources used, including where a task fails, times out, is cancelled or produces an unsatisfactory result. If Taku verifies that Credits were deducted because of a Taku billing or metering error and no corresponding resources were provided, Taku may restore the affected Credits or issue another remedy required by law. AI Output being inaccurate or unsuitable does not by itself establish a billing error.

C.4 Refund Eligibility

Taku will provide a refund where required by law. We may also approve a refund or billing correction for:

• a duplicate or demonstrably incorrect charge;
• an unauthorized charge reported promptly, subject to reasonable verification;
• a paid Service that Taku permanently discontinues before the end of the prepaid period, where the discontinuation was not caused by your breach; or
• another circumstance expressly covered by checkout terms or a written Taku commitment.

If Taku terminates a paid subscription for convenience and not because of your breach, fraud, abuse, payment failure, security risk or unlawful conduct, Taku will provide a pro-rata refund of eligible prepaid subscription fees for the period after termination. This does not create a refund right for Credits already allocated, consumed or expired before termination.

C.5 Requesting a Refund or Correction

Email support@taku.ai with the subject “Refund Request” and include the account email, transaction date, amount, payment receipt or transaction identifier and an explanation of the request. Do not send full payment-card numbers or authentication codes.

Approved refunds are returned to the original payment method where practicable. Processing time after approval depends on the payment provider and financial institution. Taxes and processor charges are handled as required by law and the applicable payment provider's rules.

Nothing in this Appendix limits rights that cannot lawfully be waived. Fraudulent refund requests, abuse of promotional Credits or unjustified payment disputes may result in account restrictions, without limiting a user's right to dispute a charge in good faith.

Appendix D — TAKE IT DOWN Removal Policy

This policy explains how an identifiable individual, or an authorized person acting for that individual, may request removal of an intimate image or video published without the individual's consent. It applies to authentic content and qualifying AI-generated or digitally altered depictions. You do not need a Taku account to submit a request.

D.1 What This Policy Covers

This policy covers an intimate visual depiction that:

• depicts an identifiable individual, including through the person's face, likeness or another distinguishing characteristic; and
• was published to or made available through a covered Taku service without that individual's consent.

It includes a digital forgery created or altered using software, machine learning, artificial intelligence or another technological means that, viewed as a whole by a reasonable person, is indistinguishable from an authentic intimate depiction of the identifiable individual.

Consent to creation of an image does not by itself mean consent to its publication. Sharing an image privately with another person does not by itself authorize that person to publish it.

D.2 How to Submit a Removal Request

Email support@taku.ai with the subject “TAKE IT DOWN Request.” Taku may also provide a web form or in-product reporting control. The request must be in writing and include:

1. Your physical or electronic signature, or the signature of a person authorized to act for you.
2. Identification of the depiction and information reasonably sufficient for Taku to locate it, such as an exact URL, Listing, Space, message or content identifier.
3. A brief statement that you have a good-faith belief the identified depiction was published without your consent, together with relevant information that can help Taku evaluate the request.
4. Contact information sufficient for Taku to communicate with you or your authorized representative.

If someone submits the request for you, Taku may request reasonable confirmation that the person is authorized to act on your behalf. Do not email the intimate image itself if a URL, content identifier or screenshot with intimate portions obscured is sufficient. If Taku needs a copy to locate the content, we will provide instructions for an appropriate submission method where available.

D.3 What Taku Will Do

After receiving a valid request, Taku will as soon as possible, and no later than 48 hours after receipt:

• remove or disable access to the identified depiction; and
• make reasonable efforts to identify and remove known identical copies from covered Taku services.

Taku will acknowledge receipt, provide a reference number and notify the requester of the result where reasonably practicable. Taku may request information needed to validate or locate the content. An incomplete request may require additional information before it can be treated as valid.

Taku may preserve limited records where reasonably necessary for security, abuse prevention, legal compliance or enforcement, while restricting access to the reported depiction. We may report apparent child sexual abuse material, exploitation, threats, extortion or other suspected crimes to the National Center for Missing & Exploited Children or law-enforcement authorities as required or permitted by law.

D.4 Privacy, Good-Faith Removal and Appeals

Taku will use information submitted with a request to evaluate and process it, communicate with the parties, prevent re-upload, maintain appropriate records and comply with law. We may share information where necessary with service providers, legal authorities or the person who posted the content, but will seek to limit disclosure of sensitive information where reasonably practicable.

Taku may remove or disable content in good faith when the available facts indicate it may be a nonconsensual intimate depiction, even if the content is later determined not to be unlawful. A person whose content was removed may email support@taku.ai with the subject “Content Appeal,” but Taku will not restore content while a valid legal removal obligation remains.

Do not knowingly submit a false or fraudulent request or impersonate the depicted person or an authorized representative. Taku may restrict abusive submissions and may refer suspected fraud, extortion or unlawful conduct to authorities.

Appendix E — U.S. Data Processing Addendum

This U.S. Data Processing Addendum (“DPA”) forms part of the Terms and applies automatically when Taku processes Customer Personal Data on behalf of a Customer. No separate signature is required. Capitalized terms not defined here have the meanings given in the Terms.

E.1 Scope, Definitions and Roles

For this DPA:

• “Applicable Data Protection Law” means a United States federal, state or local privacy or data-protection law that applies to the processing of Customer Personal Data under the Services.
• “Customer” means a business, organization or other legal entity that uses the Services and on whose behalf Taku processes Customer Personal Data. If an individual accepts the Terms for such an entity, “Customer” means that entity.
• “Customer Personal Data” means personal data, personal information or a similar category of protected information contained in User Content or End User data that Taku processes on Customer's behalf through the Services. It does not include information for which Taku independently determines the purposes and means of processing, such as Taku's own account, billing, fraud-prevention, security, legal-compliance and service-relationship records.
• “process,” “processing,” “controller,” “processor,” “business,” “service provider,” “contractor,” “sell” and “share” have the meanings given by Applicable Data Protection Law.
• “Security Incident” means a confirmed breach of security resulting in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Personal Data in Taku's possession or control. It does not include unsuccessful attempts that do not compromise Customer Personal Data, such as blocked probes, scans, login attempts or denial-of-service attacks.

As between the parties, Customer is the controller or business and Taku is the processor, service provider or contractor for Customer Personal Data. If Customer is itself acting as a processor for another controller, Taku acts as Customer's subprocessor. Each party is responsible for complying with the obligations Applicable Data Protection Law assigns to its role.

Taku acts independently as a controller or business for information it processes for its own account administration, billing, security, fraud prevention, legal compliance and direct relationship with Customer, as described in the Privacy Policy. This DPA does not apply to that independent processing.

E.2 Processing Instructions and Customer Responsibilities

Taku will process Customer Personal Data only:

• on Customer's documented instructions;
• to provide, secure, maintain and support the Services selected and configured by Customer;
• as necessary to comply with applicable law; or
• as otherwise permitted by this DPA and Applicable Data Protection Law.

Customer's documented instructions consist of the Terms, Customer's plan or order, Customer's configuration and use of the Services, authorized support requests and other written instructions Taku accepts. Taku will notify Customer if Taku reasonably believes an instruction violates Applicable Data Protection Law, unless law prohibits notice, and may suspend the affected processing until the parties resolve the issue.

Customer is responsible for the lawfulness, accuracy and quality of Customer Personal Data and Customer's instructions. Customer must provide all required notices, establish an applicable legal basis, respond to End Users and other data subjects, and obtain all necessary permissions and consents before submitting or directing Taku to process Customer Personal Data. Customer will not instruct Taku to process data in violation of the Terms or Applicable Data Protection Law.

E.3 Processing Details

The processing covered by this DPA has the following characteristics:

• Subject matter: providing the Services selected by Customer, including the Taku Web App, Taku Desktop Application, AI features, Agents, local and cloud execution, Cloud Services, hosting, storage, deployment, collaboration, integrations, support, security and related functionality.
• Duration: the period during which Customer uses the applicable Services, plus the limited backup, security, dispute-resolution and legal-retention periods described in the Terms and Privacy Policy.
• Nature and purpose: locally or remotely collecting, hosting, organizing, storing, retrieving, transmitting, displaying, generating, modifying, executing, analyzing, securing, deleting and otherwise processing Customer Personal Data to perform Customer's instructions and provide the Services through the Taku Web App, Taku Desktop Application and other selected features.
• Data-subject categories: Customer's personnel, contractors, collaborators, End Users, customers, prospects, website or application visitors and other individuals whose information Customer submits to or collects through the Services.
• Personal-data categories: identifiers and contact information; account and profile information; communications; files, prompts, content and application records; Local Device Data, Screen Capture Data and Browser Bridge Data when Customer enables those features; employment or professional information; transaction and support information; device, network and usage information; and other personal data selected or submitted by Customer.

The standard Services are not designed to process protected health information subject to HIPAA, payment-card information subject to PCI DSS, data about children under 13, or other regulated or highly sensitive data identified in Section 8.6, unless Taku expressly authorizes that processing in a plan or separate written agreement. This DPA is not a business associate agreement under HIPAA.

E.4 Use Restrictions and Model Training

Taku will not, with respect to Customer Personal Data:

• sell or share it;
• retain, use or disclose it outside the direct business relationship with Customer or for a purpose other than the specific purposes described in this DPA;
• use it for cross-context behavioral advertising, unrelated profiling or another independent commercial purpose;
• combine it with personal information received from or on behalf of another person or collected from Taku's own consumer interactions, except as permitted by Applicable Data Protection Law and reasonably necessary to provide or secure the Services; or
• use it to develop, train or fine-tune a generalized AI model, or to create generalized training or evaluation datasets, unless Customer provides a separate, express written instruction authorizing that use and the use is permitted by Applicable Data Protection Law.

The product-improvement and AI-training license in Section 8.3 does not apply to Customer Personal Data governed by this DPA. Taku may generate and use Usage Data and information derived from Customer Personal Data only when it has been aggregated or de-identified so that it cannot reasonably be linked to Customer or an individual, Taku takes reasonable measures to maintain it in that form, and Taku does not attempt to re-identify it except to test safeguards or as permitted by law.

Taku certifies that it understands and will comply with the restrictions in this Section E.4.

E.5 Confidentiality and Security

Taku will ensure that personnel authorized to process Customer Personal Data are subject to appropriate confidentiality obligations and access it only as necessary for their responsibilities.

Taking into account the nature and context of the processing, the sensitivity of Customer Personal Data, generally available technology and implementation cost, Taku will maintain reasonable administrative, technical and physical safeguards designed to protect Customer Personal Data. These safeguards will include, as appropriate to the Services and risk:

• access controls, authentication and least-privilege practices;
• encryption or equivalent protection in transit and at rest;
• logging, monitoring and vulnerability management;
• secure software-development, change-management and incident-response practices;
• backup, availability and recovery measures; and
• periodic assessment of the effectiveness of relevant safeguards.

Customer is responsible for securely configuring the Services, managing user and administrator access, protecting credentials, maintaining appropriate backups and using available security controls.

E.6 Security Incidents

Taku will notify Customer without undue delay after becoming aware of a Security Incident affecting Customer Personal Data. The notice will include information reasonably available to Taku about the nature of the incident, affected data, likely consequences and mitigation measures. Taku may provide information in phases as it becomes available.

Taku will take reasonable steps to contain, investigate and mitigate a Security Incident and will reasonably cooperate with Customer's legally required investigation, notification and remediation. Customer is responsible for determining whether it must notify individuals, regulators or others, except where Applicable Data Protection Law assigns that duty directly to Taku. Taku's notice or response is not an admission of fault or liability.

E.7 Data-Subject Requests and Compliance Assistance

Taking into account the nature of the processing and information available to Taku, Taku will provide reasonable assistance to help Customer:

• respond to legally valid requests to access, correct, delete, restrict, opt out of or obtain a copy of Customer Personal Data;
• meet applicable security, breach-notification, risk-assessment and data-protection-assessment obligations; and
• respond to legally required consultations or inquiries from a competent regulator concerning Taku's processing on Customer's behalf.

If Taku receives a request directly from an individual concerning Customer Personal Data, Taku may direct the individual to Customer and notify Customer where legally permitted. Taku will not independently respond on Customer's behalf unless Customer instructs Taku to do so or law requires it.

Customer is responsible for using available Service controls before requesting additional assistance. Taku may charge reasonable fees for exceptional assistance that goes beyond the ordinary functionality of the Services, unless Applicable Data Protection Law prohibits a charge.

E.8 Subprocessors

Customer generally authorizes Taku to engage affiliates and third parties to process Customer Personal Data as subprocessors. Taku will make a current list of material subprocessors available to Customer upon request and may also publish that list in the Privacy Policy, applicable product documentation or another reasonably accessible location.

Before appointing a new material subprocessor, Taku will provide reasonable advance notice where practicable and give Customer an opportunity to object on reasonable data-protection grounds. If the parties cannot resolve a timely objection in good faith, Taku may offer an alternative, permit Customer to stop using the affected feature or allow Customer to terminate the affected paid Service and receive any refund required by the Terms or law. Urgent replacements required for security, availability or legal reasons may take effect before advance notice, in which case Taku will provide notice as soon as reasonably practicable.

Taku will enter into a written agreement requiring each subprocessor to protect Customer Personal Data to a level materially consistent with this DPA and Applicable Data Protection Law. Taku remains responsible for a subprocessor's performance of the data-protection obligations Taku delegates to it, subject to the limitations permitted by the Terms and applicable law.

E.9 Return and Deletion

During the applicable subscription term, Customer may use available Service functionality to access, export, correct or delete Customer Personal Data. Customer is responsible for exporting any data it wishes to retain before account or Service termination.

At the end of the applicable Services, Taku will, at Customer's legally valid request or election, delete or return Customer Personal Data unless law requires retention. Taku may retain Customer Personal Data in backups, security records or legally required archives until deletion through ordinary retention cycles, provided it remains protected under this DPA and is not used for another purpose. Taku is not required to return data in a format it does not ordinarily maintain or to retain Customer Personal Data beyond applicable retention periods.

E.10 Information, Audits and Remediation

Taku will make available information reasonably necessary to demonstrate compliance with this DPA and Applicable Data Protection Law. Taku may satisfy audit requests by providing current independent audit reports, certifications, security summaries, questionnaires or other relevant documentation where available.

If that information is not reasonably sufficient and Applicable Data Protection Law requires further verification, Customer may conduct, no more than once annually unless a Security Incident or regulator requires otherwise, a reasonable audit of Taku's relevant controls. The audit must occur on reasonable advance notice, during normal business hours, under confidentiality obligations, without accessing another customer's data and without unreasonably disrupting the Services. Customer bears its audit costs unless law requires otherwise or the audit identifies a material breach by Taku.

Customer may take reasonable and appropriate steps to monitor Taku's compliance and to stop and remediate any unauthorized processing of Customer Personal Data. Taku will notify Customer if Taku determines it can no longer meet an applicable obligation under this DPA and will reasonably cooperate with appropriate remediation.

E.11 Legally Required Disclosures

If law, legal process or a binding governmental demand requires Taku to disclose Customer Personal Data, Taku will, unless prohibited, notify Customer before disclosure and provide information reasonably necessary for Customer to seek protection. Taku will disclose only the Customer Personal Data it reasonably believes is legally required and may challenge an overbroad or unlawful demand where appropriate.

E.12 California and Other U.S. State Terms

To the extent the California Consumer Privacy Act (“CCPA”) applies, Taku acts as Customer's service provider or contractor for Customer Personal Data. The specific business purposes for Taku's processing are the provision, security, maintenance and support of the Services described in Sections E.2 and E.3. Taku will comply with the restrictions and obligations applicable to service providers and contractors, including the restrictions in Section E.4, assistance with consumer requests, required subprocessor terms and notice if Taku can no longer comply. Customer may take reasonable and appropriate steps to help ensure that Taku uses Customer Personal Data consistently with Customer's obligations under the CCPA and to stop and remediate unauthorized use.

To the extent another Applicable Data Protection Law distinguishes between controllers and processors, the parties agree that Customer is the controller and Taku is the processor for Customer Personal Data, or Taku is a subprocessor where Customer acts as a processor. Taku will process that data under Customer's binding instructions and provide the assistance, safeguards, subprocessor protections, deletion or return and compliance information required by that law.

E.13 U.S. Scope and Additional Regulated Data

This DPA is designed for United States data-protection requirements. It does not by itself provide Standard Contractual Clauses, a United Kingdom international data-transfer addendum or another international transfer mechanism. Customer must not direct Taku to process data that requires such a mechanism unless Taku has agreed to the required supplemental terms in writing.

Processing subject to HIPAA, the Gramm-Leach-Bliley Act, the Family Educational Rights and Privacy Act, payment-card standards or another sector-specific regime may require additional written terms and product controls. This DPA does not authorize such processing where the Terms or applicable product documentation prohibit it.

E.14 Priority, Liability, Term and Contact

If this DPA conflicts with another part of the Terms concerning the processing of Customer Personal Data, this DPA controls. Otherwise, the Terms remain in effect, including their governing-law, dispute-resolution, disclaimer and liability provisions. Nothing in this DPA limits a right or remedy that cannot lawfully be limited.

This DPA begins when Customer accepts the Terms or first submits Customer Personal Data to processing covered by this DPA, whichever is later. It remains in effect while Taku processes Customer Personal Data and for as long afterward as Taku retains Customer Personal Data subject to this DPA. This DPA creates no third-party beneficiary rights.

Questions and notices concerning this DPA may be sent to support@taku.ai with the subject “Data Protection Request.”