v1.0 - Last Updated 2026.07.24

These API Terms of Service (“API Terms”), as published on Takara’s website located at https://takara.ai/api-terms, govern the use of Takara’s Application Programming Interface services (“API Service”) provided by Takara.AI Ltd. (“Takara”).

By creating an Account, accessing, or using the API Service, you agree to be bound by these API Terms on behalf of the entity you represent (“Customer”). If you do not agree to these API Terms, you must not use the API Service.

These API Terms are separate from and independent of Takara’s general Terms and Conditions (available at https://takara.ai/terms), which govern bespoke professional services engagements. These API Terms incorporate by reference:

the Data Processing Agreement published at https://takara.ai/legal/data-processing-agreement (the “DPA”); and

Takara’s Data Privacy Policy published at https://takara.ai/legal/privacy-policy (the “Privacy Policy”), which governs Takara’s processing of personal data for which Takara is the Data Controller, including Customer’s account, billing, usage, and support data.

1. Definitions

“Account” means Customer’s registered account for accessing the API Service.

“API Call” means a single request submitted to the API Service and the corresponding response.

“API Key” means a unique authentication credential issued to Customer for accessing the API Service.

“API Service” means Takara’s embedding API that accepts text input and returns numerical vector representations, together with the Documentation and any associated dashboard or management tools.

“Authorised Users” means individuals authorised by Customer to use the API Service under Customer’s Account.

“Customer Data” means any data, including text, submitted by or on behalf of Customer to the API Service for processing. Customer Data does not include Account Information or Usage Metadata.

“Account Information” means information relating to Customer’s Account, including registration, billing, payment, support, and contact details, processed in accordance with the Privacy Policy.

“Data Protection Laws” means the UK GDPR, the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 where applicable, and any other applicable data protection or privacy legislation.

“Documentation” means the technical documentation, guides, and specifications for the API Service made available by Takara.

“Effective Date” means the date Customer first accepts these API Terms or first accesses the API Service, whichever is earlier.

“Output” means the embedding vectors returned by the API Service in response to Customer Data.

“Personal Data”, “Data Controller”, and “Data Processor” have the meanings given in the Data Protection Laws.

“Plan” means the pricing tier or subscription selected by Customer.

“Prohibited Content” means content described in Section 5 (Acceptable Use).

“Usage Limits” means rate limits, quotas, or other restrictions on API usage as specified in the applicable Plan or Documentation.

“Usage Metadata” means aggregated, anonymised operational data relating to use of the API Service, such as request volumes, latency, and error rates. Usage Metadata does not include the content of API Calls (input text or Output vectors).

2. The API Service

2.1 The API Service accepts text input and returns embedding vectors (Output).

2.2 Stateless processing. Processing of Customer Data is entirely transient and occurs only for the duration of each API Call. Customer Data exists in volatile memory only for the duration of the API Call; upon completion, memory is released and the data is irreversibly discarded. Takara does not store, retain, log, or cache Customer Data or Output after the API response is delivered. No human operators have access to API payload data in transit. This architecture is described further in Section 6 of the Privacy Policy.

2.3 The API Service is provided “as available”, subject to the service levels in Section 8.

2.4 Takara may update, modify, or improve the embedding models from time to time in accordance with Section 3 (Model Versioning).

2.5 Customer acknowledges that the API Service performs a mathematical transformation of input text and that results may vary across model types and versions.

3. Model Versioning

3.1 Takara may release new versions of the embedding models from time to time.

3.2 Major version changes that may affect embedding compatibility will be communicated to Customer with at least thirty (30) days’ notice.

3.3 Following release of a major version, the previous model version will remain available for a minimum of ninety (90) days, unless security or legal reasons require earlier deprecation, in which case Takara will provide as much notice as is reasonably practicable.

3.4 Minor updates (including performance improvements and bug fixes) may be applied without notice.

3.5 Customer is responsible for managing any re-embedding requirements resulting from model version changes.

3.6 Takara will maintain a versioning changelog accessible via the Documentation.

4. Account and Access

4.1 Customer must register for an Account and provide accurate, complete, and current information, and keep such information up to date. Account Information is processed by Takara as Data Controller in accordance with the Privacy Policy.

4.2 Customer is responsible for maintaining the confidentiality of its API Keys and for all activity occurring under its Account and API Keys, whether or not authorised by Customer.

4.3 Customer must notify Takara immediately at security-incident@takara.ai of any unauthorised use of its Account or API Keys, or any other suspected security breach.

4.4 Takara may disable or rotate API Keys where it reasonably believes their security has been compromised.

4.5 Customer may generate multiple API Keys and manage access for its Authorised Users. Customer is responsible for the acts and omissions of its Authorised Users as if they were Customer’s own.

4.6 Customer may maintain one Account per legal entity unless otherwise agreed in writing.

5. Acceptable Use

5.1 Customer shall not, and shall ensure that its Authorised Users do not:

1. submit content that is unlawful, harmful, threatening, abusive, or otherwise objectionable;

2. use the API Service to process data in violation of applicable laws, including Data Protection Laws;

3. attempt to reverse engineer, decompile, or extract the embedding model, its weights, architecture, or training data;

4. use the Output to reconstruct or reverse-engineer the model or its architecture;

5. exceed Usage Limits or circumvent rate limiting or metering mechanisms;

6. resell, redistribute, or make the API Service available to third parties as a standalone service without Takara’s prior written consent;

7. use the API Service in a manner that could damage, disable, overburden, or impair Takara’s infrastructure or interfere with any other party’s use of the API Service;

8. introduce malicious code, viruses, or harmful data into the API Service;

9. use automated means to scrape, penetration test, or stress test the API Service beyond normal usage, except with Takara’s prior written consent; or

10. share API Keys with unauthorised third parties.

5.2 Customer Data responsibility.

1. Customer is solely responsible for ensuring that any Customer Data submitted to the API Service is lawfully collected and processed.

2. Customer must have a valid legal basis under Data Protection Laws for the processing of any Personal Data submitted to the API Service.

3. Consistent with the principle of data minimisation, Takara recommends that Customer avoid submitting Personal Data that is not necessary for Customer’s purposes.

4. Customer acknowledges that, due to the stateless architecture of the API Service, Takara has no visibility into or control over the content of Customer Data.

6. Data Protection and Privacy

6.1 Takara processes Customer Data solely for the purpose of providing the API Service (generating and returning Output) and for no other purpose.

6.2 Takara does not store, retain, log, or cache Customer Data or Output after the API response is delivered. The API Service’s architecture is stateless by design, implementing privacy by design and data minimisation by default in accordance with Article 25 of the UK GDPR, as further described in Section 6 of the Privacy Policy.

6.3 Where Customer Data includes Personal Data, Customer is the Data Controller and Takara is the Data Processor in respect of that Personal Data.

6.4 The DPA published at https://takara.ai/legal/data-processing-agreement is incorporated into these API Terms by reference and governs all processing of Personal Data contained in Customer Data. By accepting these API Terms, Customer accepts and enters into the DPA.

6.5 Customer is solely responsible for: (a) determining the lawful basis for processing Personal Data submitted via the API Service; (b) providing appropriate notices to data subjects; (c) responding to data subject rights requests; and (d) otherwise ensuring its compliance with Data Protection Laws. Given the stateless architecture, Takara holds no Customer Data with which to assist in responding to data subject requests, and Customer acknowledges that any such assistance obligations under the DPA are discharged accordingly.

6.6 Scope of the Privacy Policy. The Privacy Policy governs Takara’s processing, as Data Controller, of Account Information, Usage Metadata, device and website data, and support interactions (including the retention periods set out in the Privacy Policy, such as retention of usage logs for 90 days and support correspondence for 2 years). The Privacy Policy does not apply to Customer Data submitted via the API Service, which is governed by this Section 6 and the DPA.

6.7 Takara implements appropriate technical and organisational measures to protect Customer Data during transient processing, including encryption in transit (TLS 1.2 or higher), no logging of payload content, and secure infrastructure hosted on Amazon Web Services in accordance with the security measures described in Section 3 of the Privacy Policy.

6.8 Takara collects only Usage Metadata in connection with API Calls. Usage Metadata never includes payload content.

6.9 Takara’s sub-processors, and the safeguards applied to any international transfers of Personal Data, are as described in the Privacy Policy and the DPA. For the avoidance of doubt, because Customer Data is not stored or logged, sub-processors do not receive or retain Customer Data payload content.

7. Intellectual Property

7.1 Takara retains all rights, title, and interest in and to the API Service, the embedding model, the Documentation, Usage Metadata, and all related intellectual property.

7.2 Customer retains all rights, title, and interest in and to Customer Data.

7.3 As between the parties, Customer owns the Output generated from its Customer Data.

7.4 No licence is granted to Customer except the limited, non-exclusive, non-transferable right to access and use the API Service in accordance with these API Terms and the Documentation during the term.

7.5 Customer grants Takara no rights in Customer Data beyond the limited right to process it transiently as strictly necessary to provide the API Service.

7.6 Customer shall not reverse engineer, decompile, or attempt to derive the model weights, architecture, or training data from the API Service or the Output.

7.7 Takara does not use Customer Data or Output to train, fine-tune, or improve any model.

7.8 Takara may collect and use Usage Metadata for service operation, security, and improvement purposes.

8. Service Levels and Availability

8.1 Service Commitment. Takara will use commercially reasonable efforts to make the API Service available with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the "Service Commitment"). In the event the API Service does not meet the Service Commitment, Customer will be eligible to receive a Service Credit as described below.

8.2 Definitions.

1. "Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the monthly billing cycle in which the API Service was in a state of Unavailability. Monthly Uptime Percentage measurements exclude Unavailability resulting from any SLA Exclusion (Section 8.6).

2. "Unavailability" means the API Service returning server error responses (5xx status codes) to more than a de minimis proportion of valid API Calls, or being unreachable, for a continuous period of at least one (1) minute, as measured by Takara's monitoring systems.

3. "Service Credit" means a credit, calculated as a percentage of the fees paid by Customer for the API Service for the monthly billing cycle in which the Unavailability occurred, applied against future amounts payable by Customer for the API Service.

8.3 Service Credit tiers . Service Credits are calculated in accordance with the following schedule:

8.4 Credit request and payment procedures. To receive a Service Credit, Customer must submit a claim to support@takara.ai within thirty (30) days of the end of the monthly billing cycle in which the Unavailability occurred, including the words "SLA Credit Request" and the dates and times of each Unavailability incident claimed. If the Monthly Uptime Percentage of such claim is confirmed by Takara and is less than the Service Commitment, Takara will issue the Service Credit within one billing cycle following confirmation. Service Credits: (a) are applied only against future amounts payable for the API Service; (b) do not entitle Customer to any refund or other payment; (c) are not transferable; and (d) will only be issued if the credit amount for the applicable monthly billing cycle exceeds one pound ($1). Customer's failure to submit a claim within the 30-day period disqualifies Customer from receiving a Service Credit for that billing cycle.

8.5 Sole remedy. Service Credits are Customer's sole and exclusive remedy for any unavailability, non-performance, or other failure of Takara to meet the Service Commitment.

8.6 SLA Exclusions. The Service Commitment does not apply to any Unavailability: (a) caused by scheduled maintenance communicated at least 48 hours in advance where practicable; (b) caused by factors outside Takara's reasonable control, including force majeure events or failures of internet infrastructure outside Takara's network boundary; (c) resulting from Customer's acts or omissions, or those of its Authorised Users, including breach of these API Terms, exceeding Usage Limits, or use of the API Service contrary to the Documentation; (d) resulting from Customer's equipment, software, or connectivity; or (e) arising from suspension of Customer's access pursuant to Section 10.1.

8.7 Status page. Takara will maintain a status page providing real-time service status.

9. Pricing, Payment, and Plans

9.1 Pricing is as set out on Takara’s pricing page or as agreed in a separate order form.

9.2 The API Service is billed on a usage basis (e.g., per request or per million tokens), and Takara may offer subscription Plans with included usage allowances.

9.3 Takara may modify pricing with at least thirty (30) days’ prior written notice. Price changes take effect at the start of the next billing cycle following the notice period.

9.4 All fees are exclusive of applicable taxes (including VAT), which Customer shall pay in addition.

9.5 Payment is due in accordance with the billing cycle of the selected Plan. Payments are processed by Takara’s payment processor as described in the Privacy Policy.

9.6 Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

9.7 Takara may suspend access to the API Service if payment is overdue by more than fourteen (14) days.

9.8 Customer is responsible for all charges incurred under its Account, including usage by Authorised Users.

10. Suspension and Termination

10.1 Suspension. Takara may suspend Customer’s access to the API Service immediately if: (a) Customer breaches Section 5 (Acceptable Use); (b) Customer’s use poses a security risk to Takara, the API Service, or other customers; (c) suspension is required by law or a regulatory authority; or (d) payment is overdue by more than fourteen (14) days. Takara will provide notice of suspension where practicable and will restore access promptly once the issue is resolved.

10.2 Termination by Customer. Customer may terminate at any time by closing its Account, subject to payment of all outstanding fees.

10.3 Termination by Takara. Takara may terminate these API Terms for convenience on thirty (30) days’ written notice.

10.4 Termination for breach. Either party may terminate immediately on written notice if the other party materially breaches these API Terms and fails to cure that breach within fourteen (14) days of written notice.

10.5 Effect of termination. Upon termination: (a) all API Keys are revoked and Customer’s access to the API Service ceases; (b) all outstanding fees become immediately due; and (c) no return or deletion of Customer Data is required, as none is retained by Takara under the stateless architecture. Account Information is retained and deleted in accordance with the retention periods in the Privacy Policy (account data: duration of the Account plus 30 days after closure; transaction data: 7 years for financial compliance).

10.6 Survival. Sections 5.2, 6, 7, 11, 12, 13, 14, and 17, and any other provision which by its nature should survive, survive termination.

11. Warranties and Disclaimers

11.1 Takara warrants that the API Service will perform materially in accordance with the Documentation.

11.2 Takara does not warrant that: (a) the API Service will be uninterrupted or error-free; (b) the Output will be accurate or fit for any particular purpose; or (c) embedding vectors will remain consistent across model versions.

11.3 EXCEPT AS EXPRESSLY STATED IN THESE API TERMS, THE API SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TAKARA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.4 Customer acknowledges that the API Service performs a mathematical transformation of text and that Takara makes no representation regarding the suitability of the Output for Customer’s specific use case.

12. Limitation of Liability

12.1 Takara’s total aggregate liability arising out of or in connection with these API Terms shall not exceed the total fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

12.2 Takara shall not be liable for: (a) indirect, incidental, special, or consequential damages; (b) loss of profits, revenue, data, or business opportunity; (c) any damages arising from Customer’s use of, or reliance on, the Output; or (d) any damages resulting from the content of Customer Data submitted to the API Service.

12.3 Nothing in these API Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any other liability that cannot be limited or excluded by law.

13. Indemnification

13.1 By Customer. Customer shall indemnify, defend, and hold harmless Takara against all claims, damages, and costs (including reasonable legal fees) arising from: (a) Customer Data, including any Personal Data unlawfully collected or processed by Customer; (b) Customer’s breach of Section 5 (Acceptable Use); (c) Customer’s use of the Output; or (d) Customer’s violation of applicable laws.

13.2 By Takara. Takara shall indemnify, defend, and hold harmless Customer against third-party claims that the API Service, as provided by Takara and used in accordance with these API Terms, infringes a third party’s intellectual property rights. This indemnity does not apply to claims arising from: Customer Data; combination of the API Service with materials not provided by Takara; modification of the API Service by anyone other than Takara; or use in breach of these API Terms or the Documentation.

13.3 Procedure. The indemnified party shall provide prompt written notice of the claim, allow the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party’s expense.

14. Confidentiality

14.1 Each party shall keep confidential all non-public information disclosed by the other party in connection with these API Terms, use it only for the purposes of these API Terms, and protect it with at least reasonable care.

14.2 API Keys constitute Takara’s Confidential Information licensed to Customer. Customer Data constitutes Customer’s Confidential Information (notwithstanding that Takara does not retain it).

14.3 Confidentiality obligations do not apply to information that: is or becomes publicly available other than through breach; was lawfully known before disclosure; is independently developed; or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law or regulation, provided (where lawful) it gives prompt notice to the other party.

15. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, or failure of third-party networks or infrastructure. The affected party shall notify the other and use reasonable efforts to mitigate the effect.

16. Changes to These API Terms

16.1 Takara may update these API Terms from time to time.

16.2 Material changes will be communicated with at least thirty (30) days’ notice via email to the address associated with Customer’s Account or via Account notification. (Changes to the Privacy Policy are governed by the notice provisions of the Privacy Policy itself.)

16.3 Continued use of the API Service after the effective date of changes constitutes acceptance. If Customer does not agree to the changes, Customer may terminate its Account before the changes take effect.

16.4 These API Terms display a version number and “Last Updated” date.

17. General Provisions

17.1 Governing law and jurisdiction. These API Terms are governed by the laws of England, and the parties submit to the exclusive jurisdiction of the courts of England.

17.2 Severability. If any provision is held invalid or unenforceable, the remainder continues in full force.

17.3 Entire agreement. These API Terms, together with the DPA and the Privacy Policy (as it applies to Account Information and related data), constitute the entire agreement between the parties regarding the API Service and supersede all prior agreements on that subject.

17.4 No waiver. Failure to enforce any provision is not a waiver of it.

17.5 Relationship. Nothing in these API Terms creates a partnership, joint venture, or agency between the parties.

17.6 Assignment. Customer may not assign these API Terms without Takara’s prior written consent. Takara may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

17.7 Notices. Notices to Customer will be sent to the email address associated with Customer’s Account. Notices to Takara shall be sent to [notices email address].

17.8 Third-party rights. No person other than the parties has any rights under these API Terms, and the Contracts (Rights of Third Parties) Act 1999 is excluded.