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Terms of Service

Sanyya Systems, Inc. · Effective September 13, 2026

These Terms of Service (the "Terms") are an agreement between Sanyya Systems, Inc., a Delaware corporation ("Sanyya," "we," "us"), and the organization accepting these Terms ("Customer," "you"). By creating an account or using the Service, the person accepting represents that they have authority to bind their organization, and these Terms take effect. If you do not agree, do not use the Service.

1. The Service

Sanyya is a purchasing and spend control platform: purchase requests, approvals, purchase orders, receiving, invoice matching, and related reporting (the "Service"). Sanyya is a system of record for purchasing activity. It does not move money, process payments, hold funds, or store bank account or payment card credentials.

2. Accounts

You are responsible for the accuracy of information provided at signup, for maintaining the confidentiality of user credentials, and for all activity under your accounts. You will ensure your users comply with these Terms. Notify us promptly at support@sanyya.ai of any unauthorized use.

3. Fees and payment

Fees. The subscription fee is the amount presented to you at signup or otherwise agreed with us in writing (including partner arrangements). Fees are charged monthly.

Invoicing. We invoice monthly. Invoices are payable on receipt by ACH or card. If an invoice remains unpaid 30 days after its due date, we may suspend access after notice until payment is made.

Taxes. Fees are exclusive of applicable taxes. If we are required to collect sales, use, or similar taxes, they will appear as a separate line on your invoice. You are responsible for all taxes other than taxes on our income.

Changes. We may change fees with at least 30 days' written notice. Changes take effect at the start of the next monthly period after the notice period. If you do not accept a change, you may cancel before it takes effect.

4. Term and cancellation

The subscription runs month to month and renews automatically. You may cancel at any time by written notice to us or through the Service; cancellation takes effect at the end of the current monthly period. Fees already paid are non-refundable except where required by law. Either party may terminate for material breach if the breach is not cured within 30 days of written notice.

5. Your data

Ownership. You own all data you or your users submit to the Service, including documents, purchase records, and vendor information ("Customer Data"). We claim no ownership of it.

Our use. You grant us the right to host, process, and display Customer Data solely to provide and support the Service, to comply with law, and as you otherwise direct. We may use aggregated, de-identified usage data that does not identify you or any person to improve the Service.

Export. You may export Customer Data through the Service, and we will provide an export on written request. For 60 days after termination, we will make Customer Data available for export on request; after that we may delete it, except copies retained under routine backups or as required by law.

Data processing. A Data Processing Addendum is available on request and, where executed, forms part of these Terms.

6. Confidentiality

Each party will protect the other's non-public information with at least reasonable care, use it only in connection with the Service, and not disclose it to third parties except to employees and contractors under equivalent obligations, or as required by law with notice where lawful. This obligation survives termination for three years; trade secrets remain protected as long as they qualify as such.

7. Third-party services

The Service can connect to third-party products you separately use (for example card programs, messaging tools, accounting systems, or AI assistants you connect to your Sanyya environment). Those products are governed by their own terms, and we are not responsible for them. You authorize us to exchange data with a third-party service only when you or your users connect it.

8. Automated processing and AI features

Portions of the Service use automated extraction and matching (for example reading invoices, matching documents, or answering questions about your data). Outputs may contain errors. The Service flags exceptions for human review, and you are responsible for reviewing flagged items and for final business decisions, including approvals and payments. AI-generated answers are produced from your own data but are not a substitute for your review of the underlying records.

9. Acceptable use

You will not: use the Service in violation of law; upload malicious code; attempt to access other customers' data; resell or provide the Service to third parties outside your organization except as agreed with us in writing (partner arrangements are agreed in writing); reverse engineer the Service except as permitted by law; or use the Service to build a competing product.

10. Our property

We own the Service, its software, and all related intellectual property. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during the subscription. Feedback you choose to give us may be used without obligation.

11. Disclaimers

The Service is provided "as is" and "as available." We do not warrant that it will be uninterrupted or error-free. To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. The Service is not accounting, tax, or legal advice; records and reports it produces support, but do not replace, your own financial controls and professional advisors.

12. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits or revenues; and (b) each party's total liability under these Terms is capped at the fees you paid us in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, either party's breach of Section 6 (Confidentiality), or your breach of Section 9 (Acceptable Use).

13. Indemnification

You will defend and indemnify us against third-party claims arising from Customer Data or your use of the Service in violation of these Terms or law. We will defend and indemnify you against third-party claims that the Service, as provided by us, infringes their intellectual property rights, and we may resolve such a claim by modifying the Service, obtaining rights, or terminating and refunding prepaid unused fees.

14. Changes to the Service and these Terms

We may improve or modify the Service, and will not materially reduce its core functionality during a paid period without notice. We may update these Terms with at least 30 days' notice for material changes (by email or in-Service notice); continued use after the effective date is acceptance. If you do not accept, you may cancel before the change takes effect.

15. General

Governing law. These Terms are governed by the laws of the State of California, excluding conflicts rules; exclusive venue is the state and federal courts located in San Francisco County, California, and both parties consent to that venue.

Entire agreement. These Terms, plus any executed DPA and any written order or partner arrangement, are the entire agreement and supersede prior discussions. If a written order conflicts with these Terms, the order controls.

Assignment. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.

Notices. Legal notices to us: legal@sanyya.ai. Notices to you: your account email.

Miscellaneous. No waiver by conduct; severability applies; the parties are independent contractors; no third-party beneficiaries.

See also our Privacy Policy. Questions: support@sanyya.ai. Legal notices: legal@sanyya.ai.