Terms of Service

These Terms of Service ("Terms") are a legal agreement between you and Kaia Technologies ("Kaia", "we", "us" or "our"), ABN 46 603 121 960. They govern your access to and use of our websites, applications, AI agents, integrations, and related services (together, the "Services").

By creating an account, accessing, or using the Services, you agree to these Terms and our Privacy Policy. If you use the Services for an organisation, you represent that you have authority to bind that organisation, and "you" includes that organisation.

You must be at least 18 years old and legally capable of entering a binding contract. You may not use the Services if applicable law prohibits you from doing so.

Kaia provides software for creating and using AI agents that can work with instructions, files, conversations, schedules, and connected business systems. Depending on your plan and configuration, agents may retrieve information, prepare outputs, recommend actions, or perform actions in third-party services.

Features, limits, integrations, and availability may vary by plan, location, provider, and product stage. Any order form, custom proposal, data processing agreement, or other written agreement signed by Kaia and you forms part of these Terms. If it conflicts with these Terms, the signed agreement controls to the extent of the conflict.

• You must provide accurate information and keep it current.
• You are responsible for safeguarding your account, login methods, devices, and recovery channels.
• You must promptly notify us at elliott@usekaia.com if you suspect unauthorised access.
• You are responsible for activity under your account unless caused by Kaia's breach of these Terms.

Workspace owners control membership, roles, connected services, agent permissions, and workspace content. If you join a customer-managed workspace, the customer may access, manage, export, or delete your workspace content and may terminate your access. You are responsible for granting only permissions appropriate to each user and agent.

The Services may let you connect third-party products such as email, calendar, CRM, documents, spreadsheets, accounting, analytics, inventory, advertising, or messaging systems ("Connected Services"). By enabling a connection, you authorise Kaia to access and act on data from that service within the scopes and agent permissions you select.

You confirm that you have all rights, notices, and consents needed for Kaia to process connected data and perform requested actions. Connected Services are governed by their own terms and policies. Kaia is not responsible for a third party changing, restricting, suspending, or discontinuing its service or integration.

You should use least-privilege permissions, review sensitive actions, and disconnect services you no longer use. You remain responsible for messages, records, transactions, and other changes an authorised agent makes in a Connected Service.

AI systems are probabilistic. Agent plans, summaries, extracted data, generated content, and other outputs may be inaccurate, incomplete, offensive, or unsuitable for your purpose. Similar inputs may produce similar outputs for different users, and outputs may not be unique.

You are responsible for reviewing outputs and using appropriate human oversight before relying on them or approving external actions. Do not use Kaia as the sole basis for decisions that create legal or similarly significant effects for a person, or for medical, legal, financial, safety-critical, or other high-risk decisions, unless you have suitable professional review, safeguards, and a written agreement with Kaia covering that use.

Approval controls reduce risk but do not guarantee accuracy or prevent every unintended action. You are responsible for agent instructions, triggers, schedules, permissions, recipients, and approval settings in your workspace.

"Customer Content" means information you or your users submit to the Services, connect from third-party systems, or generate through use of the Services, excluding Kaia's software, templates, and documentation. As between you and Kaia, you retain your rights in Customer Content.

You grant Kaia a worldwide, non-exclusive licence to host, copy, transmit, display, modify, and otherwise process Customer Content only as needed to provide, secure, support, and improve the Services, comply with law, and follow your instructions. This licence lasts while the content is held for those purposes.

You are responsible for Customer Content, including its legality, accuracy, and the rights of people whose information it contains. Our handling of personal information is further described in the Privacy Policy. Kaia may use de-identified and aggregated operational information that does not identify you or an individual to analyse and improve the Services.

You must not use, or help another person use, the Services to:

• Break the law, infringe intellectual property or privacy rights, or violate a third-party agreement.
• Send spam, phishing, deceptive communications, malware, or content that facilitates fraud or abuse.
• Harass, discriminate against, exploit, or unlawfully monitor a person.
• Access data or systems without permission, bypass security controls, or probe vulnerabilities without our written approval.
• Reverse engineer, decompile, scrape, copy, or derive source code or underlying components except where applicable law permits it.
• Resell, sublicense, or provide the Services to third parties except under a written agreement with Kaia.
• Overload, disrupt, or interfere with the Services, or evade plan, rate, usage, or access limits.
• Use outputs to develop or train a competing general-purpose AI model or automation platform.
• Process special-category, biometric, health, payment-card, or similarly sensitive data unless the use is lawful, appropriately secured, and expressly supported by Kaia.

We may investigate suspected violations and remove content, restrict an agent, or suspend access where reasonably necessary to protect the Services, users, or third parties.

Paid plans are billed in advance on the billing cycle shown at checkout or in an order form. Usage beyond included limits may be charged at the rates shown when you subscribe or in your workspace. Prices are stated in the displayed currency and exclude taxes unless expressly stated otherwise.

By providing a payment method, you authorise Kaia and our payment provider to charge subscription, usage, tax, and other agreed fees. Subscriptions renew automatically for successive periods unless cancelled before the next renewal date. You can manage or cancel a self-serve subscription through the billing settings; cancellation takes effect at the end of the current paid period unless stated otherwise.

Fees are non-refundable except where required by law, expressly stated at purchase, or agreed by Kaia in writing. Failed or overdue payment may result in restricted access or suspension. We may change prices on reasonable prior notice, with the change applying no earlier than your next renewal unless you agree otherwise. You are responsible for taxes, duties, and levies other than taxes on Kaia's net income.

Kaia and its licensors own the Services, including software, interfaces, workflows, documentation, branding, and all related intellectual property. Subject to these Terms, Kaia grants you a limited, non-exclusive, non-transferable, revocable right to use the Services for your internal business purposes during your subscription or permitted free access.

If you provide suggestions or feedback, you grant Kaia a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or compensation, provided we do not identify you publicly without permission.

Each party may receive non-public information that is identified as confidential or should reasonably be understood to be confidential. The receiving party will use it only to perform or receive the Services and protect it using reasonable care. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed, or lawfully received without restriction.

A party may disclose confidential information where required by law if, where legally permitted, it gives reasonable notice and assistance to the other party. Customer Content is your confidential information, subject to the permissions and disclosures in these Terms.

We may add, change, or discontinue features to improve the Services, address security or legal requirements, or respond to third-party changes. We will use reasonable efforts to give advance notice if a change materially reduces core paid functionality.

We may update these Terms by posting a revised version and changing the date above. For a material change, we will provide additional notice where reasonably practicable. Changes apply prospectively. If you do not agree, you must stop using the Services before the new terms take effect; continued use after that date constitutes acceptance.

You may stop using the Services at any time. Workspace owners may cancel paid plans as described in the billing settings or applicable order form. Either party may terminate a separate written agreement according to its terms.

We may suspend or terminate access immediately where reasonably necessary because of an actual or suspected security risk, unlawful activity, material breach, overdue payment, harm to the Services or others, or a third-party provider's restriction. Where practicable, we will give notice and an opportunity to remedy the issue.

On termination, your right to use the Services ends and outstanding fees become due. We may delete Customer Content after a reasonable export period, subject to legal retention, backup, and contractual requirements. Provisions that by nature should survive will survive, including payment, intellectual property, confidentiality, disclaimers, limitations of liability, indemnity, and general terms.

Nothing in these Terms excludes, restricts, or modifies a guarantee, right, or remedy that cannot lawfully be excluded, including rights under the Australian Consumer Law. If you are a consumer, you may have statutory rights in addition to these Terms.

To the maximum extent permitted by law, the Services are provided "as is" and "as available". Kaia disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing. We do not warrant that the Services or AI outputs will be uninterrupted, error-free, secure, or suitable for every use, or that they will produce a particular result.

Where a statutory guarantee applies and liability can lawfully be limited, Kaia's liability is limited, at our option, to resupplying the Services or paying the cost of having the Services supplied again.

To the maximum extent permitted by law, neither party is liable for indirect, consequential, special, exemplary, or punitive loss, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity, or data, even if advised that the loss was possible.

To the maximum extent permitted by law, Kaia's total aggregate liability arising out of or relating to the Services or these Terms will not exceed the greater of: (a) the fees you paid Kaia for the Services in the 12 months before the event giving rise to liability; or (b) AUD $100 if you used only free Services.

The exclusions and cap do not apply to liability that cannot lawfully be limited. Each party must take reasonable steps to mitigate loss. These limitations apply regardless of the legal theory and reflect the allocation of risk between the parties.

To the extent permitted by law, you will indemnify Kaia against third-party claims, damages, and reasonable costs arising from your Customer Content, your unlawful or unauthorised use of the Services, your breach of these Terms, or your infringement of a third party's rights. This obligation does not apply to the extent a claim was caused by Kaia's breach, negligence, or wilful misconduct.

Kaia will promptly notify you of an indemnified claim and provide reasonable cooperation. You may control the defence, but may not settle a claim in a way that admits fault by or imposes an obligation on Kaia without our prior written consent.

These Terms are governed by the laws of Tasmania, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Tasmania and courts entitled to hear appeals from them. Before starting formal proceedings, each party will try in good faith to resolve a dispute by written notice and discussion, except where urgent injunctive relief is needed.

Neither party is liable for delay caused by events beyond its reasonable control. You may not assign these Terms without our written consent; Kaia may assign them in connection with a reorganisation, financing, or transfer of the Services. There are no third-party beneficiaries. A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect.

These Terms, the Privacy Policy, and any applicable signed agreement are the entire agreement about the Services and replace prior discussions on that subject. Notices to Kaia must be sent to the contact below. We may send notices to the email address associated with your account or through the Services.