Terms of Service

By accessing or using the BrainiacMinds platform ("Platform"), you are entering into a binding legal agreement with BrainiacMinds, Inc., a Delaware corporation ("BrainiacMinds", "we", "us", "our"). If you are entering into these Terms on behalf of a business entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Platform. Your continued use after any update to these Terms constitutes acceptance of the revised Terms.

BrainiacMinds, Inc. is a Delaware corporation that operates a multi-tenant SaaS platform enabling individuals and organizations ("Tenants") to build, deploy, and operate AI Employees — persistent AI workers trained on proprietary knowledge — that serve the Tenant's end-users ("Clients"). The Platform provides infrastructure for tenancy, authentication, billing, voice interaction, knowledge management, marketplace distribution, and AI orchestration. Tenants are fully responsible for how they configure and deploy AI Employees to their Clients.

To use the Platform you must create an account with a valid email address and be at least 18 years old. You are responsible for maintaining the security of your credentials and for all activity under your account. We reserve the right to suspend or terminate accounts that violate these Terms.

Beta Services. The Platform is currently offered as a beta / early-access service. Beta Services are provided strictly "as is" and "as available" without any warranty of availability, uptime, data preservation, or feature completeness. We may modify, suspend, or terminate Beta Services — including any feature or your access to the Platform entirely — at any time without notice and without liability. You acknowledge that Beta Services may contain bugs, errors, and incomplete functionality, and that data stored during the beta period may be lost, reset, or migrated at our discretion. Do not use Beta Services as your sole or primary system of record for business-critical data.

Each Tenant is an isolated workspace. You are solely responsible for all activity, content, and configurations within your Tenant. You may invite Human Employee Members and assign them roles. Platform Admin access is reserved for BrainiacMinds staff and is not accessible to Tenants.

AI Employees are AI-powered assistants trained under your direction. By using AI Employees, you acknowledge and accept the following:

AI outputs are probabilistic and unreliable. AI Employees may produce outputs that are inaccurate, incomplete, outdated, offensive, or factually wrong — including outputs that appear plausible or authoritative. AI Employees may hallucinate facts, citations, statistics, or legal/medical/financial positions. You must independently verify all AI Employee outputs before acting on them. Your reliance on any output is entirely at your own risk.

Not professional advice. AI Employee output is not legal, medical, financial, tax, therapeutic, or other professional advice and must not be used as a substitute for qualified human professionals. Tenants operating in regulated verticals (law, health, finance, insurance, education) are solely responsible for ensuring compliance with all applicable professional licensing, regulatory, and practice standards in their jurisdiction.

AI disclosure. The Platform complies with EU AI Act Article 50 and equivalent regulations. AI Employees identify themselves as AI systems to Clients at the start of every interaction. Tenants must not configure AI Employees to deny being AI systems when sincerely asked.

System prompt immutability. AI Employee system prompts are immutable after creation. Learning and adaptation occur exclusively through the designated memory store.

Autonomous mode. Tenants operating AI Employees in Autonomous mode — where outputs are delivered directly to Clients without human review — accept full responsibility for those outputs and their consequences. We strongly recommend that Tenants in regulated domains use Draft or Approval mode.

The Platform operates a Marketplace where Tenants may publish AI Employee Templates for other Tenants to subscribe to. By participating in the Marketplace you agree to: (a) Platform commission rates disclosed at the time of listing, subject to change with 30 days' notice; (b) Stripe Connect terms for payment processing and payouts; (c) Content standards — Templates must not violate applicable law, infringe intellectual property rights, or enable prohibited uses. The Platform reserves the right to remove listings that violate these Terms without prior notice. Marketplace payouts are subject to Stripe's payout schedule and verification requirements.

Subscription fees are billed monthly or annually in advance via Stripe. All fees are non-refundable except where required by applicable law. The Platform may suspend or terminate access upon non-payment, with at least 7 days' written notice before suspension. You are responsible for all taxes applicable to your use of the Platform, including VAT, GST, and similar levies. If your jurisdiction requires us to collect such taxes, they will be added to your invoice. Disputed charges must be raised within 30 days of the invoice date.

You must not use the Platform to:

Violate applicable law. Use the Platform for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation.

Infringe intellectual property. Upload, process, or use content that infringes the copyright, trademark, patent, trade secret, or other intellectual property rights of any party.

Compete unfairly. Use the Platform, its outputs, or any information derived from the Platform to build, train, fine-tune, or improve any AI model or system that competes with BrainiacMinds, or to reverse-engineer, probe, or extract model weights, system prompts, or other proprietary components of the Platform.

Create harmful or deceptive content. Generate deepfakes or synthetic media impersonating real, identifiable persons without their consent; produce political disinformation or synthetic electoral content; generate content designed to deceive, manipulate, harass, or defame any individual or group.

Child safety. Generate, distribute, or enable any content that sexually exploits minors (CSAM) or any content that endangers children. Violations result in immediate permanent termination, preservation of evidence, and mandatory referral to law enforcement and the National Center for Missing and Exploited Children (NCMEC).

Privacy violations. Submit recordings, biometric data, health data, or personal data of third parties without their informed consent; attempt to identify or re-identify anonymised individuals.

Security threats. Transmit malware, ransomware, spam, or unauthorized automated traffic; attempt to breach tenant isolation or access another Tenant's data; conduct denial-of-service attacks; probe or scan for security vulnerabilities without written authorisation.

Export controls and sanctions. Use the Platform in or for the benefit of, or export or re-export the Platform or its outputs to, any country, individual, or entity subject to US export controls or sanctions administered by the US Department of the Treasury's Office of Foreign Assets Control (OFAC), the US Department of Commerce Bureau of Industry and Security (BIS), or any equivalent authority. By using the Platform, you represent that you are not on any Restricted Party List (including OFAC's Specially Designated Nationals list or the BIS Denied Persons List) and that your use will not cause us to violate any applicable export control or sanctions law.

Circumvention. Circumvent the Platform's billing, authentication, rate-limiting, or access control mechanisms; create multiple accounts to evade restrictions; impersonate BrainiacMinds, its staff, or any other person or entity.

Violations may result in immediate suspension or permanent termination without notice and without refund, and may be reported to relevant authorities.

Your content. You retain all intellectual property rights in content you upload to the Platform (knowledge bases, documents, prompts, data). You grant BrainiacMinds a limited, non-exclusive, worldwide, royalty-free licence to process, store, and transmit that content solely to provide the Service to you. You represent and warrant that you have all rights necessary to grant this licence and that your content does not infringe any third party's rights.

BrainiacMinds IP. BrainiacMinds, Inc. retains all rights in the Platform's infrastructure, software, UI, AI systems, proprietary models, and brand assets. Nothing in these Terms transfers any ownership of BrainiacMinds IP to you. "BrainiacMinds" and related marks are trademarks of BrainiacMinds, Inc. and may not be used without prior written permission.

Marketplace Templates. AI Employee Templates you publish to the Marketplace remain your intellectual property. By publishing a Template, you grant subscribing Tenants a non-exclusive, non-transferable licence to instantiate the Template within their own Tenant. You may revoke access for future subscribers but not for Tenants already using the Template.

DMCA — Copyright Takedown Policy. We respect intellectual property rights and comply with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe content on the Platform infringes your copyright, send a written notice to our designated DMCA agent containing: (1) your physical or electronic signature; (2) identification of the copyrighted work claimed to be infringed; (3) identification of the allegedly infringing material with sufficient detail for us to locate it; (4) your contact information; (5) a statement of good faith belief that the use is not authorised by the copyright owner, its agent, or the law; and (6) a statement under penalty of perjury that the information is accurate and that you are the copyright owner or authorised to act on their behalf. Send notices to: dmca@brainiacminds.com. We will terminate the accounts of repeat infringers. Counter-notices may be submitted as permitted by 17 U.S.C. § 512(g). Knowingly misrepresenting infringement exposes you to personal liability under 17 U.S.C. § 512(f).

Feedback. If you provide BrainiacMinds with any feedback, suggestions, ideas, or improvements ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, reproduce, modify, create derivative works from, and commercialise that Feedback for any purpose, without acknowledgement or compensation to you. Feedback is not confidential. You waive any moral rights in Feedback to the fullest extent permitted by applicable law.

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) WE DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (b) WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE PLATFORM; (c) OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS SHALL NOT EXCEED THE FEES YOU PAID IN THE 12 MONTHS PRECEDING THE CLAIM. AI Employee outputs are probabilistic and may contain errors. Tenants are solely responsible for reviewing AI Employee outputs before acting on them in high-stakes, regulated, or safety-critical contexts. Nothing in these Terms limits liability for death, personal injury, fraud, or any liability that cannot be excluded by law.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

Dispute resolution — three-step:

Step 1 — Good faith negotiation. Either party shall provide written notice describing the dispute in reasonable detail. The parties shall attempt to resolve it through good faith negotiation for 30 days from the date of that notice.

Step 2 — Mediation. If negotiation fails, either party may refer the dispute to non-binding mediation administered by the American Arbitration Association (AAA) before proceeding to arbitration.

Step 3 — Binding arbitration. If mediation is unsuccessful or waived, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules (or, if you are an individual using the Platform primarily for personal or household purposes, the AAA Consumer Arbitration Rules). The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Exceptions — the following are not subject to mandatory arbitration:

Either party may seek urgent injunctive or other equitable relief from the Delaware Court of Chancery or any other court of competent jurisdiction without first exhausting the steps above.

EU/EEA consumers retain the right to bring claims before the courts of their EU member state and before their national consumer protection authority under Regulation (EU) No 1215/2012 (Brussels I Recast) and applicable EU consumer law, regardless of this arbitration clause.

UK consumers retain equivalent rights under the Consumer Rights Act 2015 and applicable UK law.

Users in jurisdictions where mandatory consumer protection law prohibits mandatory pre-dispute arbitration retain all statutory rights notwithstanding this clause.

Class action waiver. To the fullest extent permitted by applicable law, all claims must be brought in your individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this waiver is found unenforceable for a particular claim, that claim shall be litigated in court and severed from any arbitrable claims.

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including:

Outages or service disruptions caused by third-party AI model providers (including but not limited to Anthropic and Google) that affect the availability or performance of AI Employee capabilities;

Outages, degradation, or disruptions attributable to Cloudflare's infrastructure or network;

Actions of any government, regulatory authority, or court, including changes in law or regulation that materially affect the Platform's ability to operate in a given jurisdiction;

Failures of the public internet, telecommunications networks, or third-party service providers outside our direct control;

Acts of God, natural disasters, pandemics, epidemics, civil unrest, war, terrorism, or other events of a similar nature.

The affected party shall notify the other as soon as reasonably practicable after becoming aware of a force majeure event and shall use commercially reasonable efforts to mitigate the impact and restore normal service. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected services on written notice, and we will issue a pro-rata refund of any prepaid fees for the period of non-delivery.

We may update these Terms at any time. Material changes — changes that affect your rights or obligations in a meaningful way — will be communicated by email to your registered address and by in-app notice at least 30 days before the new Terms take effect. Non-material changes (such as typographical corrections, formatting improvements, or clarifications that do not alter meaning) take effect immediately upon posting.

If you object to any updated Terms, your sole remedy is to discontinue use of the Platform and, if desired, request deletion of your account by contacting tech@brainiacminds.com. Your continued use of the Platform after the effective date of any update constitutes your acceptance of the revised Terms.

Entire agreement. These Terms, together with our Privacy Policy and any order forms, data processing agreements, or supplemental terms applicable to specific services, constitute the entire agreement between you and BrainiacMinds, Inc. with respect to the Platform and supersede all prior or contemporaneous understandings, representations, and agreements, whether oral or written.

Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it in the future. All waivers must be in writing.

Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. BrainiacMinds, Inc. may assign these Terms in connection with a merger, acquisition, sale of assets, or change of control without your consent. These Terms are binding on permitted assigns.

Notices. We may notify you via email to your registered address or via in-app notice. You may notify us at tech@brainiacminds.com. Notices are effective when sent.

Class action waiver. To the fullest extent permitted by applicable law, you waive any right to bring or participate in any class, collective, coordinated, or representative proceeding against BrainiacMinds, Inc. If this waiver is found unenforceable for a specific claim, that claim shall proceed in court and be severed from any arbitrable claims.

Jury trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION ARISING FROM THESE TERMS.

Survival. Sections on Indemnification, Disclaimers and Limitation of Liability, Governing Law, and General Provisions survive termination of these Terms.

Headings. Section headings are for convenience only and have no legal effect.

Language. These Terms are written in English. Any translation is provided for convenience only; in the event of conflict, the English version controls.