Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and KIAT, Inc., a Delaware corporation ("KIAT," "Company," "we," "us," or "our"), governing your access to and use of the KIAT platform, including our website at kiat.ai, mobile applications, APIs, and all related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

KIAT provides artificial intelligence-powered irrigation management technology for agricultural applications, including but not limited to:

• Predictive soil moisture analytics and irrigation recommendations
• Machine learning models for crop-specific water management
• Integration with third-party sensor systems (Sentek, IrriMAX, etc.)
• SGMA (Sustainable Groundwater Management Act) compliance reporting
• Dashboard and mobile applications for farm management
• API access for enterprise integrations

3. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our Services. By using the Services, you represent and warrant that you meet these requirements.

If you are using the Services on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.

4. Account Registration

To access certain features of our Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

5. Subscription and Payment

5.1 Pricing. KIAT offers subscription-based pricing customized to your operation. Pricing is determined based on acreage, features, and service level requirements.

5.2 Billing. Subscriptions are billed annually unless otherwise agreed. All fees are non-refundable except as expressly set forth in these Terms or required by law.

5.3 Taxes. You are responsible for all applicable taxes, and we will charge tax where required by law.

5.4 Price Changes. We may change our prices upon 30 days' written notice. Price changes will take effect at the start of the next billing cycle.

6. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorized access to any part of the Services
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use the Services to develop competing products or services
• Share your account credentials with third parties
• Transmit any viruses, malware, or other harmful code
• Scrape, harvest, or collect data from the Services without authorization

7. Intellectual Property

7.1 Our IP. The Services, including all software, algorithms, machine learning models, data analytics, designs, text, graphics, and other content, are owned by KIAT and protected by intellectual property laws. You receive a limited, non-exclusive, non-transferable license to use the Services for your internal business purposes.

7.2 Your Data. You retain ownership of all data you provide to us ("Your Data"). You grant KIAT a non-exclusive license to use Your Data to provide the Services and to improve our machine learning models in an aggregated, anonymized form.

7.3 Feedback. Any feedback, suggestions, or ideas you provide about the Services may be used by KIAT without obligation to you.

8. AI and Machine Learning Disclaimer

Our Services utilize artificial intelligence and machine learning technologies to provide irrigation recommendations. You acknowledge and agree that:

• AI predictions are probabilistic and may not be accurate in all circumstances
• Recommendations should be used as one factor in your decision-making process
• You are responsible for all final irrigation and agricultural decisions
• Environmental conditions, equipment malfunctions, and other factors may affect outcomes
• Past performance of our models does not guarantee future results

See our AI Policy for more information.

9. Third-Party Integrations

The Services may integrate with third-party products and services (e.g., Sentek sensors, IrriMAX, weather data providers). We are not responsible for the availability, accuracy, or functionality of third-party services, and your use of such services is subject to their respective terms and conditions.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

KIAT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE DO NOT GUARANTEE ANY SPECIFIC AGRICULTURAL OUTCOMES, WATER SAVINGS, OR CROP YIELDS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KIAT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, CROP LOSSES, WATER COSTS, DATA LOSS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

IN NO EVENT SHALL KIAT'S TOTAL LIABILITY EXCEED THE AMOUNTS PAID BY YOU TO KIAT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless KIAT and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your violation of these Terms, or your violation of any rights of a third party.

13. Term and Termination

13.1 Term. These Terms remain in effect until terminated by either party.

13.2 Termination by You. You may terminate your account at any time by contacting us at hello@kiat.ai.

13.3 Termination by Us. We may suspend or terminate your access to the Services at any time for any reason, including breach of these Terms.

13.4 Effect of Termination. Upon termination, your right to use the Services will immediately cease. Sections 7, 10, 11, 12, 14, and 15 will survive termination.

14. Governing Law and Dispute Resolution

14.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

14.2 Arbitration. Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, or remotely at the parties' mutual agreement.

14.3 Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. You waive any right to participate in a class action lawsuit or class-wide arbitration.

15. General Provisions

15.1 Entire Agreement. These Terms, together with our Privacy Policy and AI Policy, constitute the entire agreement between you and KIAT.

15.2 Amendments. We may modify these Terms at any time by posting the revised Terms on our website. Your continued use of the Services after such changes constitutes acceptance of the modified Terms.

15.3 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

15.4 Waiver. Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

15.5 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms freely.

16. Contact Us

If you have any questions about these Terms, please contact us at: