Terms of Use

1. Parties, scope, and defined terms

These Terms of Use constitute an agreement between Kaia Technologies, Inc., 215 N Payne St, Alexandria, Virginia 22314, United States ("KAIA," "we," "us," or "our"), and each person or entity that accesses or uses a KAIA website, software product, platform, API, documentation set, mobile application, or other service that incorporates these Terms (collectively, the "Services").

A signed order form, statement of work, government contract, enterprise agreement, data-processing addendum, or other written instrument may contain service-specific terms. Where that signed instrument conflicts with these public Terms, the signed instrument controls for its defined scope.

• Agreement: these Terms and incorporated policies.
• Related Policies: the Privacy Policy, Acceptable Use Policy, and other notices expressly incorporated into the applicable Service.
• User Content: data or material submitted, uploaded, transmitted, or created by a user through a Service.
• Confidential Information: non-public commercial, technical, security, operational, or business information disclosed in connection with a Service.
• KAIA Property: software, models, algorithms, interfaces, documentation, designs, trademarks, trade secrets, and other proprietary materials owned or licensed by KAIA.

2. Acceptance, authority, and incorporated policies

By accessing or using a Service, you acknowledge that you have read and understood these Terms and agree to be bound by them. If you do not agree, do not access or use the Service. Use by an individual who lacks legal capacity is not authorized.

If you act for a government, company, institution, or other entity, you represent that you have authority to bind that entity. You also represent that your use will comply with applicable law, these Terms, and the Related Policies. Privacy and acceptable-use requirements form part of the contractual control set.

• You must be at least the age of majority in your jurisdiction.
• Information supplied to KAIA must be accurate and not misleading.
• You must possess the rights and permissions necessary for User Content.
• Non-waivable statutory rights remain unaffected.

3. Account security and operational responsibility

Where a Service provides an account, you must maintain accurate registration information and protect passwords, API keys, credentials, devices, and recovery mechanisms using controls appropriate to the risk. You are responsible for activity conducted through credentials assigned to you except to the extent applicable law or a signed agreement provides otherwise.

Notify the designated KAIA contact promptly if you suspect unauthorized access, credential compromise, or another security incident. Do not investigate by expanding access, scanning systems, or handling sensitive evidence outside an authorized response channel.

• Use unique credentials and least privilege.
• Do not share named-user credentials.
• Rotate or revoke compromised secrets promptly.
• Preserve relevant evidence without submitting classified or controlled material through the public form.

4. Limited license and use restrictions

Subject to continuous compliance with these Terms and the applicable written agreement, KAIA grants a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the applicable Service solely for its authorized purpose and term. No implied license is granted.

Unless expressly permitted in writing or required by non-waivable law, you may not resell, lease, sublicense, commercialize, reverse engineer, decompile, disassemble, circumvent technical controls, remove proprietary notices, or use the Services or confidential outputs to build or benchmark a competing product. You may not impair security, availability, integrity, performance, or other users’ lawful access.

For U.S. Government end users, rights in commercial computer software and documentation are limited to the rights customarily provided under these Terms and the applicable contract, subject to 48 C.F.R. § 12.212, DFARS 227.7202, and other controlling procurement terms where applicable.

• Authorized purpose and authorized users only.
• No competitive extraction or unauthorized model training.
• No circumvention of usage, identity, export, or security controls.
• Government rights remain contract- and regulation-specific.

5. Intellectual property, reservations, and feedback

KAIA and its licensors retain all right, title, and interest in KAIA Property and all associated intellectual-property rights. These Terms transfer no ownership interest in the Services, KAIA names or marks, proprietary methods, or confidential materials.

Feedback is voluntary. To the extent you provide suggestions, you grant KAIA a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction or compensation, provided this clause does not transfer ownership of your pre-existing confidential information or User Content.

• No trademark license is implied.
• Third-party components remain subject to their own notices and licenses.
• Restrictions survive termination where necessary to protect proprietary rights.

6. Confidentiality

A recipient of Confidential Information must use it only for the authorized relationship, protect it with at least reasonable care, and disclose it only to personnel and advisers who need to know it and are bound by suitable duties. Confidentiality does not cover information the recipient can document was lawfully public, already known without restriction, independently developed, or lawfully received from a third party without duty.

If disclosure is legally compelled, the recipient should—where lawful—give prompt notice and reasonable cooperation so protective measures may be sought. Trade secrets remain protected for as long as they qualify as trade secrets; other confidentiality duties survive for the period stated in the controlling agreement or applicable law.

7. User Content and data responsibility

You retain ownership of User Content. You grant KAIA and its authorized processors a non-exclusive, worldwide, royalty-free license to host, reproduce, transmit, transform, and otherwise process User Content only as needed to provide, secure, support, maintain, evaluate, and improve the applicable Service, subject to the controlling agreement and Privacy Policy.

You must not submit content you lack authority to provide. KAIA may restrict or remove unlawful content or content that materially violates these Terms, preserve evidence where required, and cooperate with lawful process. The public website and forms are not approved channels for classified, export-controlled, privileged, regulated, or operationally sensitive material.

• Preserve data ownership and source permissions.
• Apply required classification, handling, and minimization controls.
• Do not assume public-form submission creates a protected government or attorney-client channel.

8. Acceptable use

You must comply with the Acceptable Use Policy. Without limiting that policy, the Services may not be used for unlawful, fraudulent, deceptive, discriminatory, abusive, infringing, malicious, or harmful conduct; unauthorized access or surveillance; service disruption; malware delivery; credential abuse; or violation of another person’s privacy, confidentiality, safety, or intellectual-property rights.

A contractual or government relationship does not remove the requirement for lawful authority, defined purpose, proportionate controls, and compliance with applicable human-rights, privacy, security, and use restrictions.

9. Sanctions, export controls, and anti-corruption

You are responsible for compliance with applicable trade, sanctions, anti-boycott, export-control, and import laws, including U.S. sanctions administered by OFAC and applicable EAR or ITAR requirements. Classification, licensing, end-user, end-use, destination, nationality, re-export, and technical-data restrictions are context-specific and must be assessed before access or transfer.

You may not use, export, re-export, release, or transfer a Service in violation of applicable restrictions, or for prohibited proliferation, terrorism, human-rights-abuse, or other unlawful end uses. You also agree to comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and UK Bribery Act where applicable.

• Screen parties, ownership, destinations, and end use where required.
• Obtain required licenses and authorizations before transfer.
• Do not evade controls through routing, intermediaries, or false information.
• KAIA may suspend access while a material compliance concern is assessed.

10. Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICES PROVIDED WITHOUT A SERVICE-SPECIFIC WRITTEN WARRANTY ARE PROVIDED "AS IS" AND "AS AVAILABLE." KAIA AND ITS AFFILIATES DISCLAIM IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

KAIA does not warrant uninterrupted or error-free operation, universal compatibility, freedom from every security threat, or that model output, scenario output, or decision support is complete, correct, or suitable for an undeclared purpose. Written warranties in a signed agreement remain controlling for their scope.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, KAIA, ITS AFFILIATES, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

Unless a signed agreement states a different cap, KAIA’s aggregate liability arising from these Terms will not exceed the greater of (a) amounts paid to KAIA for the affected Service during the twelve months preceding the event giving rise to liability or (b) US$100. This section does not exclude liability that cannot lawfully be excluded or limited.

12. Indemnification

To the extent permitted by applicable law, you will defend, indemnify, and hold harmless KAIA, its affiliates, and their directors, officers, employees, and agents from third-party claims, losses, liabilities, damages, penalties, and reasonable legal costs arising from your material breach of these Terms, unlawful use, infringement of third-party rights, or User Content, except to the extent caused by KAIA’s own conduct.

Government entities and other users that cannot legally provide indemnification are subject to this section only to the extent authorized by controlling law and contract.

13. Individual arbitration and class-action waiver

PLEASE READ THIS SECTION CAREFULLY. Except for claims that cannot lawfully be arbitrated, requests for urgent equitable relief, and disputes governed by a conflicting signed agreement, a dispute arising from these Terms will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules, in English, before one arbitrator.

TO THE FULLEST EXTENT PERMITTED BY LAW, DISPUTES MUST PROCEED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE DIFFERENT PERSONS’ CLAIMS WITHOUT WRITTEN CONSENT.

You may opt out of this arbitration agreement by creating a Legal inquiry through the internal Contact page within thirty days after first accepting these Terms. The notice must identify you, the relevant account or organization, and an unambiguous decision to opt out. Opting out affects only this arbitration agreement.

14. Governing law and jurisdiction

These Terms are governed by Delaware law, excluding conflict-of-law rules, except where mandatory law requires otherwise. For a dispute not subject to arbitration, the parties consent to the state or federal courts located in Kent County, Delaware, unless a controlling statute or signed agreement provides another forum.

The United Nations Convention on Contracts for the International Sale of Goods does not apply unless the parties expressly agree otherwise in writing.

15. Suspension, termination, and survival

KAIA may suspend, restrict, or terminate access where reasonably necessary to address a material breach, security threat, legal requirement, non-payment, misuse, or risk to the Services or others. Where circumstances permit, KAIA may provide notice and an opportunity to cure; urgent risk may require immediate action.

Upon termination, the license ends and you must stop use and return or destroy KAIA Confidential Information as required. Provisions concerning intellectual property, confidentiality, payment, warranty disclaimers, liability, indemnification, dispute resolution, and provisions that by nature should survive remain effective.

16. General provisions, updates, and contact

These Terms and the documents expressly incorporated into them are the entire public agreement for their scope. Invalid provisions will be modified or severed to the minimum extent necessary; the remainder remains effective. Failure to enforce a provision is not a waiver. You may not assign these Terms without written consent; KAIA may assign them in connection with a reorganization, transaction, or transfer of the relevant Service.

Neither party is liable for delay caused by events beyond reasonable control, subject to duties that cannot be excused. Headings aid navigation only. KAIA may update these Terms prospectively by publishing a new effective date; material changes will be identified as appropriate. Questions, arbitration opt-outs, and legal notices should use the internal Contact page and select Legal.