Terms of Service
1. About Asakana
Asakana, Inc. ("Asakana," "we," "us," or "our") provides an AI-powered order management and communication automation platform for the seafood and food distribution industry. Our Services enable seafood suppliers ("Suppliers") to automate the receipt, parsing, and confirmation of inbound orders from their buyers ("Buyers") via SMS and other channels.
Asakana is a technology platform only. We are not a party to any transaction, contract, or order between a Supplier and a Buyer. We do not buy, sell, broker, or take title to any products. All commercial terms, product quality, delivery obligations, and disputes between Suppliers and Buyers are solely between those parties.
2. Eligibility and Account Registration
To register as a Supplier, you must be a duly organized business entity, have authority to bind that entity to these Terms, and be at least 18 years of age. You agree to provide accurate and complete information at registration and to keep it current. You are solely responsible for all activity that occurs under your account, including activity by any staff, sub-users, or third parties to whom you grant access. Notify us immediately at [email protected] if you suspect unauthorized account use.
3. License to Use the Services
Subject to these Terms, Asakana grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business operations. This license does not include the right to sublicense, resell, or otherwise make the Services available to third parties, or to use the Services to build a competing product or service. All rights not expressly granted are reserved by Asakana.
4. Services; No Guarantee of Results
Asakana provides the following to registered Suppliers: AI-powered inbound order parsing from SMS, voice, and other channels; automated order confirmation and status messaging sent to Buyers; an order management dashboard; supplier catalog management tools; and optional integrations with third-party accounting, ERP, and business systems.
Asakana makes no representation that the Services will meet your specific business requirements or that any particular outcome, revenue improvement, or operational result will be achieved through use of the Services.
Asakana reserves the right to modify, suspend, or discontinue any feature at any time without liability to you, except that we will provide reasonable prior notice where a change materially reduces existing core functionality.
5. AI-Powered Features; No Accuracy Warranty
Our platform uses artificial intelligence to parse and respond to inbound communications. You expressly acknowledge and agree that:
- AI-generated outputs are probabilistic in nature and may contain errors, omissions, or misinterpretations;
- Asakana makes no warranty regarding the accuracy, completeness, or fitness of any AI-generated output for any particular purpose;
- Suppliers are solely responsible for reviewing, verifying, and approving all AI-processed orders before fulfillment — Asakana bears no liability for fulfillment errors, losses, or disputes arising from reliance on unreviewed AI outputs;
- Suppliers are solely responsible for maintaining accurate product information, pricing, and inventory data in the platform;
- Asakana does not use individually identifiable customer-submitted content to train shared or public AI/machine learning models.
6. SMS Messaging Compliance
Asakana sends transactional SMS messages (order confirmations, delivery updates, support responses) on behalf of Suppliers using registered A2P 10DLC channels. Asakana is the registered sender of record for SMS traffic delivered through its platform.
Suppliers must not submit phone numbers of Buyers who have previously opted out. Suppliers are prohibited from using Asakana's platform to transmit marketing, promotional, or unsolicited messages of any kind without a separate compliant consent mechanism.
Asakana may immediately suspend SMS capabilities for any Supplier that Asakana reasonably believes is in violation of applicable messaging laws or carrier requirements, without prior notice and without liability.
7. Supplier Obligations
As a Supplier, you agree to:
- Provide accurate, current, and complete product, pricing, and contact information at all times;
- Obtain and maintain all legally required consents from Buyers for automated SMS and other communications before using Asakana's messaging features;
- Comply with all applicable laws and regulations, including food safety, labeling, and consumer protection requirements;
- Not use the Services for fraudulent, deceptive, illegal, abusive, or spam activity;
- Honor orders processed through the platform in accordance with your stated terms and commercial practices;
- Promptly notify Asakana of any Buyer opt-out and not re-submit that Buyer's contact information for further outreach.
8. Third-Party Integrations
Asakana offers optional integrations with third-party accounting, ERP, and business systems, including QuickBooks Online. By authorizing a connection, you grant Asakana permission to access and modify data in that system on your behalf, within the scope of the authorization you approve.
You are responsible for maintaining your subscription to any connected system and for the accuracy of the data within it. You remain solely responsible for reviewing all synchronized records before relying on them for accounting, tax, or financial reporting purposes. Asakana does not provide accounting, tax, or financial advice.
Your use of any connected system is governed by your separate agreement with that provider. Asakana is not affiliated with, endorsed by, or acting on behalf of any such provider, and is not liable for any interruption, error, or data loss arising from that provider's services or APIs.
You may disconnect an integration at any time from within the platform or from the settings of the connected system.
9. Data and Intellectual Property
Your data: You retain ownership of your business data (product catalogs, customer information, order records) submitted to Asakana. By using the Services, you grant Asakana a worldwide, royalty-free, non-exclusive license to use, process, store, and display your data solely to provide the Services to you.
Aggregate and de-identified data: Asakana may collect, analyze, and use aggregated and de-identified data derived from your use of the platform for any lawful purpose, including product development, benchmarking, research, and marketing, without restriction, without attribution to you, and without compensation. Data obtained from a connected third-party system is excluded from this aggregate and de-identified data use.
Asakana's IP: All rights in the platform, software, algorithms, models, trademarks, and associated intellectual property are and remain exclusively owned by Asakana. Nothing in these Terms transfers any ownership right in Asakana's technology to you.
Feedback: If you provide feedback, suggestions, or ideas regarding the Services, you grant Asakana an irrevocable, royalty-free, perpetual license to use that feedback for any purpose without obligation or compensation to you.
10. Fees, Billing, and Suspension for Non-Payment
Asakana's fee structure is a commission on transaction volume processed through the platform, as specified in your order form or separate agreement. You agree to pay all fees when due. Asakana reserves the right to modify fee rates at any time upon written notice; continued use of the Services following the effective date of a fee change constitutes acceptance.
Asakana may suspend or limit access to the Services without notice if fees remain unpaid past their due date. Suspension does not relieve you of payment obligations for the suspension period.
11. Prohibited Uses
You agree not to: reverse engineer, decompile, or derive source code from the platform; use the Services to build a competing product; access data you are not authorized to access; transmit malware, viruses, or disruptive code; submit false, misleading, or inaccurate information; use the platform to harass, abuse, or spam any person; or violate any applicable law or third-party right.
12. Disclaimer of Warranties
13. Limitation of Liability
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. To the extent such restrictions apply, Asakana's liability is limited to the minimum extent permitted by law.
14. Indemnification
You agree to defend, indemnify, and hold harmless Asakana and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Services; (b) your violation of these Terms or any applicable law; (c) your failure to obtain required Buyer consents for SMS or other communications; (d) inaccurate, unlawful, or misleading content you submit to the platform; or (e) any dispute between you and a Buyer. Asakana reserves the right to assume exclusive control of any matter subject to indemnification at your expense.
15. Suspension and Termination
Asakana may suspend, limit, or terminate your access to the Services at any time, with or without cause, upon notice where practicable. Asakana may terminate or suspend immediately and without notice if you materially breach these Terms, if required by law or carrier policy, or if your use poses a risk to the platform, other users, or third parties.
You may terminate your use of the Services by providing written notice to Asakana. Upon termination for any reason, your license to use the Services ceases immediately. You remain liable for all fees and obligations accrued through the date of termination. Asakana has no obligation to retain your data following termination, except as required by law.
16. Confidentiality
Each party agrees to keep confidential non-public information of the other party disclosed in connection with the Services and to use it only for purposes of these Terms. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, is independently developed, or must be disclosed by applicable law or legal process.
17. Governing Law; Dispute Resolution; Class Action Waiver
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions.
Mandatory Arbitration: Any dispute, claim, or controversy arising out of or related to these Terms or the Services that cannot be resolved through good-faith negotiation within 30 days shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the arbitrator's award shall be final and binding.
Class Action Waiver: You expressly waive any right to bring or participate in any class action, collective action, or representative proceeding related to the Services or these Terms. Claims may only be brought on an individual basis.
Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, without waiving the right to arbitration.
18. General Provisions
Modifications: Asakana may modify these Terms at any time by posting an updated version to asakana.co/terms. Continued use of the Services after the updated Terms are posted constitutes your acceptance. We will endeavor to provide reasonable notice of material changes where required by law.
Entire Agreement: These Terms and the Privacy Policy constitute the entire agreement between you and Asakana regarding the Services and supersede all prior agreements or understandings.
Severability: If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
No Waiver: Asakana's failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision in the future.
Assignment: You may not assign these Terms or any rights under them without Asakana's prior written consent. Asakana may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.