Legal
Terms of Service
Sakura Health, Inc.
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Effective date: September 10, 2026
Sakura Health, Inc.
·
Effective date: September 10, 2026
These Terms of Service, together with an order form or other written service order accepted by both parties that references them (the "Order Form", and together with these Terms of Service, this "Agreement"), govern use of Sakura Health, Inc.'s ("Sakura," "we," or "us") website located at sakurahealth.ai ("Website"), Sakura's AI agent platform, and related services (collectively, "Services"). "Customer" means the organization purchasing or receiving the platform or related services. Customer agrees that it has read and is bound by the terms of this Agreement. If Customer does not agree with this Agreement, Customer must not accept this Agreement and may not use the Services.
The representative entering into this Agreement on behalf of a company or other legal entity represents that it has authority to bind Customer to this Agreement.
An Order Form specifies the service scope, fees, and subscription term. A separately signed service agreement controls over these Terms of Service in a conflict. An Order Form controls its commercial particulars and any expressly stated exceptions. Any Business Associate Agreement executed between Sakura and Customer ("BAA"), whether on Sakura's or Customer's form, controls concerning protected health information ("PHI") and HIPAA obligations. These Terms do not amend the BAA.
During the applicable subscription term, Customer may use the purchased Services for its authorized internal business operations, including workflows for clients it is authorized to represent. Customer is responsible for its users, the accuracy of information and instructions it provides, and the security of its accounts. Customer must promptly notify Sakura of compromised credentials or unauthorized access.
Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, server, software, operating system, networking, web servers and the like. Customer will also be responsible for maintaining the confidentiality of Customer's and its authorized users' usernames, passwords and account details, and for any actions taken by parties with access to such usernames and passwords. Customer will not, and will ensure that its authorized users do not, disclose such usernames and passwords to any third parties. Customer will inform Sakura immediately if it discovers that any such username and/or password has been disclosed or made available to a third party, or that any unauthorized third party is otherwise accessing or using the Services. Without limiting any other rights or remedies set forth herein or available pursuant to law, Sakura may immediately suspend Customer's or any authorized user's access to the Services if Customer is in breach of any term or condition of this Agreement.
Customer will be liable for the acts or omissions of authorized users in violation of this Agreement as if they were "Customer" hereunder. Customer will not, and will not permit any authorized user to, use the Services for any purpose other than the purposes expressly set forth herein. Customer may not, nor permit any authorized user to, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; (b) modify, translate, or create derivative works based on the Services; (c) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than an authorized user); (d) remove any proprietary notices or labels; or (e) use the Services to develop or improve a product or service that is competitive to the Services.
Customer authorizes Sakura, its personnel, AI agents, and service providers to carry out the agreed Services on Customer's behalf, including communicating and exchanging relevant information with payers, providers, patients, and other authorized parties. Sakura may use lawfully supplied identifiers and permitted delegated access for that purpose. This authority is limited to the agreed scope and does not include clinical decisions, settlement of claims, or unrelated commitments.
Customer represents that it has the rights, permissions, consents, and agreements necessary to provide Sakura with the Customer Data and authorize the Services, including for any clients it represents. Customer will promptly notify Sakura of changes affecting that authority. Customer may withdraw authorization by written notice, which may prevent the affected Services from continuing without itself canceling the Order Form.
The Services must comply with applicable law and third-party access requirements. Customer authorization does not override payer restrictions or permit security bypasses or false identity claims. Sakura will accurately identify its role, disclose AI use where required, answer questions about AI use truthfully, and pause an interaction that cannot proceed permissibly.
"Customer Data" means information provided by or on behalf of Customer, or otherwise collected or generated on Customer's behalf through the Services. Customer retains its rights in Customer Data. Sakura may process it to provide, support, secure, evaluate, and improve the Services for Customer, subject to the applicable agreement and law.
Sakura processes PHI at Customer's direction under the applicable BAA, whether Customer is a Covered Entity or Business Associate. A BAA must be in place before PHI processing begins. Sakura will require appropriate data-protection obligations from service providers, including BAAs where required, and remains responsible for their performance of delegated data-protection obligations.
Where enabled and legally permitted, communications may be recorded, transcribed, or summarized to provide and support the Services. Each party is responsible for required notices and consents within its control. Sakura will provide required disclosures for communications it operates and will not record or transcribe without legally required consent. Customer acceptance does not replace consent required from other participants.
Sakura may use aggregated or de-identified Customer Data to improve workflows, service quality, and features, including across customers, where permitted by the applicable agreement, BAA, and law. De-identification of PHI must meet HIPAA requirements. Sakura will not attempt to re-identify this data or permit recipients to do so. Sakura and its AI service providers will not use Customer Data, including aggregated or de-identified derivatives, to train or fine-tune AI models that will be made available to third parties. Sakura will not sell identifiable Customer Data or use it for targeted advertising.
Sakura will maintain reasonable administrative, technical, and physical safeguards, including encryption in transit and at rest for electronic Customer Data in systems under its control, access controls, and appropriate security logging. Access is limited to authorized personnel and providers who need it for their duties. PHI uses, disclosures, and incident reporting will follow the BAA and applicable law, including applicable minimum-necessary requirements.
Our Privacy Policy describes our information practices and does not expand permissions under the applicable agreement or BAA.
Customer will pay the fees stated in the Order Form. Unless the Order Form provides otherwise, invoices are due within 30 days, and Customer is responsible for applicable transaction taxes other than taxes on Sakura's income. Customer must notify Sakura promptly of a good-faith billing dispute and pay undisputed amounts when due.
The Services continue for the term stated in the Order Form. If no term is stated, Services continue month to month until either party gives 30 days' written notice of termination. There is no automatic renewal of a fixed term unless the Order Form provides for it. Pricing changes require agreement or take effect at a renewal following advance notice.
All amounts payable by Customer to Sakura are exclusive of any sales, use and other taxes or duties, however designated, including withholding taxes, excise, sales, use, value-added and property taxes (collectively "Taxes"). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Sakura. Customer will not withhold any Taxes from any amounts due Sakura.
Either party may terminate for a material breach that remains uncured 30 days after written notice. In addition to its rights under Section 2, Sakura may suspend affected Services as reasonably necessary to address security risks, unlawful activity, missing authority, or undisputed fees remaining unpaid after written notice and a 15-day opportunity to pay. Sakura will provide notice when practicable and restore access when the basis for suspension is resolved.
On termination, access rights end and Customer must pay fees accrued through termination and any committed remaining amounts covering the terminated subscription period. If Customer terminates for Sakura's uncured material breach, Customer is relieved of its obligation to pay amounts covering the terminated subscription period and Sakura will refund prepaid fees for the unused period. Customer Data will be returned or deleted according to the applicable BAA or agreement. For other Customer Data, Customer may request an available export within 30 days after termination; afterward, Sakura may delete it, subject to legal retention requirements and routine backup cycles. Retained data remains protected under the applicable obligations.
Sakura retains all right, title and interest in and to the Services and all associated intellectual property rights. Sakura grants no, and reserves any and all, rights with respect to the Services other than the rights expressly granted to Customer under this Agreement. Customer retains all right, title and interest in and to the Customer Data. Customer grants no, and reserves any and all, rights with respect to the Customer Data, other than the rights expressly granted to Sakura under this Agreement.
Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback ("Feedback") to Sakura with respect to the Services. Sakura will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants to Sakura a royalty-free, fully paid up, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback. Customer acknowledges and agrees that Feedback is not Confidential Information (as defined below).
"Confidential Information" means, subject to the exceptions set forth below, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the "Discloser") to the other party (the "Recipient") and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser's business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers, billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth below.
Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) is or becomes generally known by the public other than through the Recipient's failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.
The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient's employees, contractors, consultants and service providers who are required to have access to such Confidential Information in connection with the performance of the Recipient's obligations, or the exercise of the Recipient's rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees, consultants, contractors and service providers are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.
Sakura will perform the Services with reasonable care and skill.
Customer represents and warrants that it has the legal authority and all rights necessary to provide the Customer Data to Sakura, and Customer's provision of the Customer Data to Sakura does not and will not violate or conflict with or result in a breach of any terms, conditions, duties or obligations Customer has to any third party or any other rights of any third party or any applicable law, rule or regulation.
The Services assist with administrative work and do not provide medical or legal advice or guarantee third-party decisions or payments. Outputs may contain errors. Customer is responsible for appropriate review and professional decisions. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN "AS-IS" BASIS AND SAKURA DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. SAKURA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. SAKURA DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED.
Customer acknowledges and agrees that the Services include and integrate with proprietary and/or third-party advanced technologies, such as artificial intelligence, machine learning systems and similar technology and features (collectively, "AI Technology"). Customer acknowledges and agrees that, in addition to the other limitations and restrictions set forth in this Agreement: Customer will use discretion and independent judgment before relying on, sharing or otherwise using the responses or other content generated by the AI Technology and provided to Customer through the Services ("Outputs") or relying on any actions taken by the AI Technology on behalf of Customer, and will monitor and track any such actions to ensure they are appropriate. Notwithstanding anything to the contrary in this Agreement, Sakura bears no liability to Customer or anyone else arising from or relating to Customer's use of any of the Outputs or any actions taken by the AI Technology in connection with Customer's use of those Outputs.
To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages arising from these Terms. Each party's aggregate liability concerning the Services will not exceed the greater of $1,000 or the fees paid or payable under the applicable Order Form for the 12 months preceding the event giving rise to the claim. Sakura's aggregate liability for Website-only use will not exceed $100.
For a party's breach of confidentiality or obligations to protect Customer Data, the aggregate service liability cap is instead the greater of $2,000 or twice the fees described above. These limitations do not restrict Customer's payment obligations, either party's fraud, gross negligence, or willful misconduct, or liability that cannot lawfully be limited. Any different liability allocation in a signed agreement or applicable BAA controls. The limitations otherwise apply to claims under these Terms, including indemnity claims.
Customer will defend and indemnify Sakura and its officers, directors, and employees against third-party claims and resulting damages and reasonable legal costs to the extent arising from Customer's use of the Services, failure to obtain permissions or consents for which Customer is responsible, the Customer Data, or violation of applicable law or third-party rights. This excludes claims to the extent caused by Sakura's breach of agreement, negligence, or unlawful conduct.
Sakura will give prompt notice and reasonable cooperation at Customer's expense. Delayed notice relieves Customer only to the extent materially prejudiced. Customer may control the defense with qualified counsel but may not settle a claim imposing an admission or obligation on an indemnified party without its written consent, not to be unreasonably withheld.
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between Customer and Sakura governing Customer's access and use of the Services, and supersede any prior agreements between Customer and Sakura with respect to the Services.
California law governs these Terms, excluding conflict-of-law rules. The parties submit to the nonexclusive jurisdiction of the state and federal courts serving San Mateo County, California.
The failure of Sakura to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. Customer agrees that regardless of any law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Customer may not assign these Terms of Service without the prior written consent of Sakura, but Sakura may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." Notices to Customer may be made via either email or regular mail. The Services may also provide notices to Customer of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Services. Sakura will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Sakura's reasonable control.
Sakura may update Website terms prospectively by posting a revised date. Changes to an existing customer's service agreement require acceptance or follow an amendment process agreed with that customer; posting alone does not amend an existing agreement or BAA.
Questions and notices concerning these Terms: privacy@sakurahealth.ai.
Program description. Sakura Health, Inc. offers two text messaging programs. The Demo Messages program sends confirmations, reminders, and follow-ups about a demo you have booked. The Marketing Messages program sends occasional updates about Sakura Health events and product updates. Each program requires your separate, express consent, given by checking the corresponding unchecked box on our demo booking form. Consent is not a condition of booking a demo or of any purchase.
Message frequency. Message frequency varies.
Cost. Message and data rates may apply. Contact your wireless carrier for details about your plan.
Opt out. Reply STOP to any message to cancel at any time. You will receive one final confirmation message and no further messages from that program. You may also withdraw consent by emailing privacy@sakurahealth.ai.
Help. Reply HELP to any message for assistance, or email privacy@sakurahealth.ai.
Carriers. Carriers are not liable for delayed or undelivered messages.
Privacy. Mobile phone numbers and text messaging consent are governed by our Privacy Policy. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes.
Scheduling provider. Our scheduling provider, Cal.com, may send its own appointment reminder text to the number you enter. Those messages are sent by Cal.com under its own terms and are separate from the Sakura Health messaging programs.