Terms of Use

Takumo, Inc. (“Takumo,” “we,” “us,” or “our”) provides a bidirectional AI code governance platform (the “Service”) consisting of:

• Aegis Shield: Outbound protection that tokenizes sensitive data (API keys, credentials, connection strings, and other secrets) before code is sent to external AI services. Tokenization occurs locally on your machine or infrastructure.
• Sentinel: Inbound governance that validates AI-generated code for security vulnerabilities, license violations, compliance issues, and architectural mismatches before it enters your codebase.
• Sentinel Brain: A learning engine that analyzes your repositories, conventions, and patterns to provide company-specific governance rules and suggestions.
• Takumo Cloud: A hosted dashboard providing visibility, audit trails, policy management, and compliance reporting across your team.
• Takumo Studio: A developer IDE with integrated Aegis Shield and Sentinel capabilities.

The Service may provide suggested code modifications, outputs, security recommendations, or other functions (each, a “Suggestion”).

You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is higher) to use the Service. By agreeing to these Terms, you represent and warrant to us that:

1. you are at least 18 years old or the age of majority in your jurisdiction;
2. you have not previously been suspended or removed from the Service;
3. your registration and your use of the Service is in compliance with all applicable laws and regulations; and
4. if you are entering into these Terms on behalf of a company or other legal entity (“Customer”), you have the authority to bind such entity to these Terms.

If you do not have such authority, or if you do not agree with these Terms, you may not use the Service.

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times.

When you register, you will be asked to create a password. You are solely responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately at security@takumo.io if you believe your account is no longer secure

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe pose a security risk.

Takumo may from time to time offer trial, beta, or early access versions or features of the Service (each, a “Beta Service”). Takumo will determine, at its sole discretion, the availability, duration (the “Trial Period”), features, and components of each Beta Service.

ANY BETA SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES.

Notwithstanding anything to the contrary in these Terms:

1. Beta Services may contain bugs, errors, and other problems;
2. We may modify, suspend, or discontinue any Beta Service at any time without notice;
3. In no event will Takumo be liable to you or any third party for any damages or liability related to, arising out of, or caused by any Beta Service;
4. Beta Services are not subject to any service level agreements.

If you participate in a Beta Service, you agree to provide feedback and respond to inquiries regarding your use of the Beta Service if requested. Upon completion of a Trial Period, you may lose access to the applicable Beta Service unless the features are incorporated into the generally available Service.

5.1 Pricing

Access to the Service is provided through subscription plans as described on our pricing page. Takumo reserves the right to determine pricing for the Service. We will make reasonable efforts to keep pricing information published on the Service up to date.

5.2 Payment

Fees are billed in advance on a monthly or annual basis, depending on your chosen plan. By subscribing, you authorize us to charge your payment method for all applicable fees. If you pay any fees with a credit card, Takumo may seek pre-authorization of your credit card account prior to your purchase to verify the card is valid and has the necessary funds or credit available.

5.3 Subscription Renewal

The Service may include subscription-based plans with automatically recurring payments (“Subscription Service”). The Subscription Service will automatically renew for successive periods of the same duration unless you cancel before the renewal date.

YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

5.4 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments (“Taxes”). You are responsible for paying all Taxes associated with your purchases, except for taxes based on our net income.

5.5 Refunds

We do not provide refunds for partial subscription periods or unused portions of subscriptions. If you cancel, you will retain access until the end of your current billing period.

5.6 Delinquent Accounts

Takumo may suspend or terminate access to the Service for any account with unpaid amounts. A delinquent account may be charged fees incidental to collection of any unpaid amount, including collection fees.

5.7 Changes to Pricing

We may modify our pricing with 30 days’ notice. Price changes will apply to your next billing cycle after the notice period.

6.1 Your Data

You retain all rights to your code, data, and content (“Customer Data”). We do not claim ownership of Customer Data.

6.2 How We Handle Your Data

Aegis Shield tokenizes sensitive data locally on your machine or infrastructure. Your actual secrets (API keys, passwords, credentials) are never transmitted to Takumo servers. The tokenization process replaces sensitive values with deterministic tokens that maintain code structure while protecting the underlying values.

Sentinel analyzes code for security and compliance issues. Code snippets may be processed to provide validation results, but we do not store your source code beyond what is necessary to deliver the Service in real-time.

Sentinel Brain learns patterns from your repositories to provide company-specific suggestions. For cloud deployments, this learning occurs in isolated, encrypted environments. For on-premise deployments, all processing occurs within your infrastructure.

Takumo Cloud stores metadata, audit logs, and policy configurations. This may include information about what types of secrets were tokenized or what issues were flagged, but not the actual secret values or complete source code.

6.3 Data Retention

Customer Data transmitted for real-time processing (tokenization, validation) is deleted once processing is complete. Metadata and audit logs are retained according to your plan settings or as required for compliance purposes.

6.4 Security Measures

We implement industry-standard security measures including:

• Encryption in transit (TLS 1.3) and at rest (AES-256)
• Regular security audits and penetration testing
• SOC 2 Type II compliance (or active pursuit thereof)
• Access controls and audit logging
• Secure development practices

6.5 Data Processing Agreement

For customers subject to GDPR, CCPA, or other data protection regulations, our Data Processing Agreement (DPA) governs how we process personal data on your behalf. Contact legal@takumo.io to request a DPA.

7.1 Cloud Service

For paid plans, Takumo targets 99.9% uptime for Takumo Cloud services, measured on a monthly basis. This excludes scheduled maintenance windows (announced at least 24 hours in advance) and Beta Services.

7.2 No SLA for Free or Beta Services

Free tier and Beta Services are provided without any uptime commitment or service level agreement.

7.3 Enterprise SLA

Custom service level agreements with defined remedies are available for Enterprise plans. Contact sales@takumo.io for details.

You agree not to:

1. Use the Service for any illegal purpose or in violation of any applicable laws or regulations;
2. Use the Service to process, store, or transmit malware or malicious code;
3. Attempt to gain unauthorized access to the Service or related systems;
4. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service, except to the extent expressly permitted by applicable law;
5. Interfere with or circumvent any security features or access control mechanisms of the Service;
6. Use the Service to infringe on the intellectual property rights of others;
7. Resell, sublicense, or redistribute the Service without our written consent;
8. Use the Service in a manner that exceeds reasonable usage limits or constitutes abuse;
9. Access the Service through any automated means (such as bots or scrapers) except through our published APIs;
10. Use any Suggestions to develop, train, or improve any competing AI or machine learning systems.

We reserve the right to suspend or terminate access for violations of this section.

9.1 Our Intellectual Property

The Service, including all software, algorithms, models, designs, and documentation, are owned by Takumo and protected by intellectual property laws. These Terms do not grant you any rights to our intellectual property except the limited license to use the Service as described herein.

9.2 Your Intellectual Property

You retain all rights to your Customer Data. By using the Service, you grant us a limited, non-exclusive, royalty-free license to process your Customer Data solely to provide and improve the Service.

9.3 Suggestions

You own any code modifications or outputs (“Suggestions”) generated by the Service based on your Customer Data. Takumo does not claim ownership of Suggestions.

9.4 Feedback

If you provide feedback, suggestions, or ideas about the Service (“Feedback”), you grant Takumo an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

10.1 Third-Party AI Services

The Service may interact with third-party AI services (such as OpenAI, Anthropic, Google, and others) on your behalf. These interactions are subject to those providers’ terms of service. Takumo is not responsible for the availability, performance, or outputs of third-party AI services.

10.2 Third-Party Integrations

You may elect to use or integrate third-party platforms, add-ons, services, or products not provided by Takumo (“Third-Party Platforms”), such as IDEs, version control systems, or CI/CD tools. We do not control and shall have no liability for such integrations, including their security, functionality, operation, availability, or interoperability with the Service.

10.3 Subprocessors

We use third-party service providers to help operate the Service, including cloud infrastructure providers, payment processors, and analytics services. A list of our subprocessors is available upon request at legal@takumo.io.

11.1 Respect for Third-Party Rights

Takumo respects the intellectual property rights of others and expects users to do the same.

11.2 DMCA Notification

If you believe that any content made available on or through the Service infringes your intellectual property rights, please send a written notification to:

Your notification must include:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the right being infringed;
2. A description of the copyrighted work or intellectual property that you claim has been infringed;
3. A description of where the allegedly infringing material is located;
4. Your contact information (address, telephone number, email);
5. A statement that you have a good faith belief that the use is not authorized by the owner, its agent, or the law;
6. A statement, under penalty of perjury, that the information in your notification is accurate and that you are authorized to act on behalf of the owner.

11.3 Counter Notification

If you believe material was removed in error, you may submit a counter notification with the information required under 17 U.S.C. § 512(g).

12.1 Definition

“Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

12.2 Obligations

Each party agrees to:

• Protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
• Use Confidential Information only for purposes of this Agreement;
• Not disclose Confidential Information to third parties without consent, except to employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as protective as these Terms.

12.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement;
• Was known to the receiving party prior to disclosure;
• Is independently developed without use of Confidential Information;
• Is rightfully obtained from a third party without restriction;
• Is required to be disclosed by law, provided that the receiving party gives prompt notice (if legally permitted) to allow the disclosing party to seek protective measures.

13.1 Our Warranties

We warrant that:

• The Service will perform materially as described in our documentation;
• We will provide the Service with reasonable skill and care;
• We have the right to provide the Service to you.

13.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE AND ALL MATERIALS, CONTENT, AND SUGGESTIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TAKUMO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING:

1. ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT;
2. ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

WE DO NOT WARRANT THAT:

• The Service will be uninterrupted, secure, or error-free;
• All security vulnerabilities or issues in your code will be detected;
• AI-generated code validated by Sentinel will be free of all bugs, defects, or security vulnerabilities;
• Suggestions will be accurate, complete, or suitable for your purposes;
• The Service will meet all of your requirements.

13.3 Security Disclaimer

YOU REMAIN RESPONSIBLE FOR:

• Your overall security practices and policies;
• Reviewing all code (including AI-generated code) before deploying to production;
• Maintaining appropriate security controls beyond the Service;
• Compliance with applicable laws and regulations.

13.4 AI Output Disclaimer

The Service uses machine learning models to provide Suggestions. AI-generated outputs may contain errors, inaccuracies, or code that does not fit your specific requirements. You should always review, test, and validate any Suggestions before using them in your codebase.

14.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TAKUMO OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS (THE “TAKUMO ENTITIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY SUGGESTIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY TAKUMO ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

14.2 Liability Cap

EXCEPT AS PROVIDED IN SECTION 14.3, THE AGGREGATE LIABILITY OF THE TAKUMO ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

1. THE AMOUNTS PAID BY YOU TO TAKUMO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR
2. ONE HUNDRED U.S. DOLLARS (US$100).

14.3 Exceptions

These limitations do not apply to:

• Your payment obligations under these Terms;
• Either party’s indemnification obligations;
• Breaches of confidentiality obligations;
• Your violation of Section 8 (Acceptable Use);
• Violations of the other party’s intellectual property rights;
• Claims arising from gross negligence or willful misconduct.

15.1 By Takumo

We will defend you against third-party claims that the Service (excluding any Customer Data, Third-Party Platforms, or Beta Services) infringes a third party’s intellectual property rights, and indemnify you for any damages finally awarded against you (or settlements approved by us), provided that you:

1. Promptly notify us in writing of the claim;
2. Give us sole control of the defense and settlement;
3. Provide reasonable cooperation at our expense.

We have no obligation under this section for claims arising from: (i) your Customer Data; (ii) modifications to the Service not made by us; (iii) combination of the Service with other products, services, or data not provided by us; (iv) your failure to use the most current version of the Service; or (v) your use of the Service in violation of these Terms.

15.2 By You

You will defend, indemnify, and hold harmless the Takumo Entities from and against any claims, liabilities, damages, and costs (including reasonable attorneys’ fees) arising from or relating to:

1. Your Customer Data;
2. Your violation of these Terms;
3. Your violation of applicable laws or regulations;
4. Your violation of any third-party rights, including intellectual property rights.

16.1 Informal Resolution

Before initiating arbitration, you agree to contact us at legal@takumo.io and attempt to resolve the dispute informally for at least 60 days.

16.2 Binding Arbitration

Except as described in Section 16.3, you and Takumo agree that any dispute arising in connection with these Terms or the Service will be resolved through binding, individual arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will take place in Delaware (or another mutually agreed location).

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND TAKUMO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.

16.3 Exceptions

Nothing in these Terms waives the right of either party to:

1. Bring an individual action in small claims court;
2. Seek injunctive relief in a court of law for intellectual property matters;
3. Pursue enforcement action through applicable regulatory agencies.

16.4 Class Action Waiver

YOU AND TAKUMO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative or class proceeding.

16.5 Opt-Out

You may opt out of arbitration by sending written notice to legal@takumo.io within 30 days of accepting these Terms. Your notice must include your name, account email, and a statement that you wish to opt out of arbitration.

17.1 Term

These Terms are effective beginning when you accept the Terms or first access or use the Service, and continue until terminated.

17.2 Termination for Convenience

Either party may terminate these Terms at any time by providing written notice. If you terminate, you will retain access until the end of your current billing period.

17.3 Termination for Cause

Either party may terminate immediately if the other party:

1. Materially breaches these Terms and fails to cure within 30 days of written notice; or
2. Becomes insolvent, files for bankruptcy, or ceases operations.

Takumo may also terminate or suspend your access immediately if:

1. Your use of the Service poses a security risk to the Service or third parties;
2. You violate Section 8 (Acceptable Use);
3. Required by law or regulatory authority.

17.4 Effect of Termination

Upon termination:

• Your access to the Service will cease;
• We will delete your Customer Data within 30 days, unless legally required to retain it or you request earlier deletion;
• You may request an export of your data prior to termination;
• You must pay any fees accrued prior to termination;
• Sections 6, 9, 10, 12, 13, 14, 15, 16, and 18 will survive termination.

18.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

18.2 Jurisdiction

Subject to Section 16 (Arbitration), any legal action arising from these Terms shall be brought in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of those courts.

18.3 Entire Agreement

These Terms, together with the Privacy Policy, any Order Forms, and any other agreements expressly incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements.

18.4 Amendments

We may update these Terms from time to time. Material changes will be communicated with at least 30 days’ notice via email or through the Service. Continued use after changes take effect constitutes acceptance. If you do not agree to modified Terms, you should discontinue use of the Service.

18.5 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets without your consent.

18.6 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

18.7 Waiver

Failure to enforce any right under these Terms does not constitute a waiver of that right.

18.8 Force Majeure

Neither party is liable for any delay or failure to perform any obligation under these Terms (except payment obligations) due to events beyond its reasonable control, including strikes, natural disasters, pandemics, war, terrorism, riots, government actions, or Internet or utility failures (“Force Majeure Events”).

18.9 Export Compliance

You acknowledge that the Service and Suggestions may be subject to U.S. export control and sanctions laws, including the Export Administration Regulations and sanctions maintained by OFAC. You agree to comply with all applicable export laws and represent that:

1. You are not located in, or a national or resident of, any country subject to U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
2. You are not on any U.S. government restricted party list;
3. You will not export, re-export, or transfer the Service or Suggestions to any prohibited destination, entity, or person;
4. You will not use the Service for any end use prohibited by U.S. law, including nuclear, chemical, or biological weapons development.

18.10 On-Premise Deployments

If you deploy the Service on-premise or in your own cloud infrastructure under an Enterprise agreement:

1. You are responsible for the security, maintenance, and operation of your infrastructure;
2. Support may be limited based on your deployment configuration;
3. Additional terms in your Enterprise agreement will govern such deployments.

18.11 Notices

Notices to Takumo should be sent to:

Notices to you will be sent to the email address associated with your account.

18.12 Electronic Communications

By using the Service, you consent to receiving electronic communications from us. You agree that any notices, agreements, or other communications that we send electronically satisfy any legal communication requirements.

18.13 No Support Obligation

We are under no obligation to provide support for the Service except as expressly stated in your subscription plan or a separate support agreement.

18.14 California Residents

If you are a California resident, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210.

If you have questions about these Terms of Use, please contact us at: