Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and Kiaro, Inc. ("Kiaro," "we," "us," or "our") governing your access to and use of the Kiaro application, website, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

2. Description of Service

Kiaro is a SaaS operating system designed for independent consultants and small agencies. The Service provides tools for:

• Client relationship management
• Project and task tracking
• Invoice creation, sending, and payment collection
• Proposal and document drafting
• AI-powered content generation and search
• Client portal for external collaboration
• File storage and management
• Business analytics and reporting

We reserve the right to modify, enhance, or discontinue features of the Service at any time, with or without notice. During the beta period, changes may be more frequent (see Section 16).

3. Account Registration & Eligibility

To use the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain and promptly update your account information.
• Keep your password secure and confidential. You are responsible for all activity under your account.
• Notify us immediately of any unauthorized use of your account.

You must be at least 16 years of age to use the Service. By registering, you represent that you meet this requirement and have the legal capacity to enter into these Terms.

4. Free Trial & Subscription Plans

Kiaro offers a free trial period for new users. During the trial, you have access to the Service's features as described on our Pricing page. No credit card is required to start the trial.

• Trial period: 30 days from account creation.
• After the trial: You must select a paid subscription plan to continue using the Service. If you do not subscribe, your account will be downgraded and access to certain features will be restricted.
• Subscription plans: We offer multiple subscription tiers with varying feature sets and usage limits, as described on our Pricing page.
• AI credits: Some subscription plans include a monthly allocation of AI credits. Additional credits may be purchased as credit packs.

5. Payment Terms

• Payment processing: All payments are processed securely through Stripe. By providing payment information, you agree to Stripe's Terms of Service.
• Auto-renewal: Subscriptions automatically renew at the end of each billing period (monthly or annual) unless cancelled before the renewal date.
• Price changes: We may change subscription prices with at least 30 days' notice. Price changes take effect at the start of your next billing period.
• Cancellation: You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period. No prorated refunds are provided for partial billing periods.
• Refunds: We offer refunds on a case-by-case basis at our discretion. Contact us within 14 days of a charge if you believe a refund is warranted.
• Taxes: Prices may be exclusive of applicable taxes. You are responsible for any taxes associated with your use of the Service.

6. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights.
• Upload or transmit malware, viruses, or other harmful code.
• Attempt to gain unauthorized access to the Service, other accounts, or our systems.
• Interfere with or disrupt the integrity or performance of the Service.
• Use the Service to send spam, unsolicited communications, or phishing attempts.
• Scrape, crawl, or use automated means to access the Service beyond normal use.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Resell, sublicense, or redistribute the Service without our written permission.
• Use AI features to generate content that is illegal, harmful, deceptive, or infringes on others' rights.

We reserve the right to suspend or terminate accounts that violate this policy, with or without notice.

7. Intellectual Property

7.1 Your Content

You retain full ownership of all data, content, and materials you upload or create through the Service ("Your Content"). We claim no intellectual property rights over Your Content. You grant us a limited, non-exclusive license to host, store, and process Your Content solely to provide the Service to you.

7.2 AI-Generated Content

Content generated through AI features is provided to you for your use. You are responsible for reviewing, editing, and taking ownership of any AI-generated content before using it in a professional context.

7.3 Our Platform

The Service, including its design, code, features, branding, documentation, and all related intellectual property, is owned by Kiaro, Inc. These Terms do not grant you any right to use our trademarks, logos, or brand assets without prior written consent.

8. AI Features Disclaimer

9. Data & Privacy

Your privacy is important to us. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using the Service, you acknowledge that you have read and understood our Privacy Policy and consent to the data practices described therein.

10. Service Availability & SLA

We strive to provide reliable, high-quality service. However:

• The Service is provided "as is" and "as available."
• We do not guarantee uninterrupted, error-free, or secure access to the Service.
• Scheduled maintenance will be communicated in advance when possible.
• During the beta period, service interruptions may be more frequent. No uptime guarantee or SLA is provided during beta.

We are not responsible for any loss or damage resulting from service downtime, data loss, or interruptions, particularly during the beta period.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONSULTOS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Kiaro and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

• Your use of the Service.
• Your violation of these Terms.
• Your violation of any third-party rights, including intellectual property rights.
• Content you upload, create, or share through the Service.
• Your use of AI-generated content in a professional or commercial context.

13. Termination

13.1 By You

You may close your account at any time through your account settings or by contacting us. Upon closure, your subscription (if any) will be cancelled, and your data will be handled in accordance with our Privacy Policy.

13.2 By Us

We may suspend or terminate your account if you violate these Terms, engage in prohibited conduct, fail to pay applicable fees, or if we are required to do so by law. We will provide reasonable notice where possible, except in cases of severe violations.

13.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. You will have 30 days to export your data before it is scheduled for deletion. Sections of these Terms that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, and dispute resolution) will remain in effect.

14. Data Portability & Export

We believe your data belongs to you. Kiaro provides data export capabilities:

• CSV export: Export your clients, projects, tasks, invoices, and other business data in CSV format at any time.
• File downloads: All files you have uploaded can be downloaded individually or in bulk.
• Account closure: Upon account closure, you will have 30 days to export your data before deletion begins.

15. Dispute Resolution

We prefer to resolve disputes informally. If you have a concern, please contact us at legal@consultos.app and we will work with you to find a resolution.

If we cannot resolve a dispute informally within 30 days, either party may pursue binding arbitration administered by a recognized arbitration body. Both parties agree to waive the right to a jury trial and to participate in class-action lawsuits or class-wide arbitration.

Nothing in this section prevents either party from seeking injunctive relief in court for matters involving intellectual property or unauthorized access to the Service.

16. Beta-Specific Terms

17. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in Delaware, and you consent to the personal jurisdiction thereof.

18. Contact Information

If you have questions about these Terms or need to contact us for any reason:

We aim to respond to all inquiries within 5 business days.