Terms and Conditions

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you and BrainBits Technologies Inc. (“BrainBits,” “we,” “us,” or “our”) and govern your access to and use of BrainBits’s website (https://www.brainbits.ai/), related web-based tools, mobile or desktop applications, and any other products or services we make available (collectively, “BrainBits Services” or the “Services”).

For information on how we collect, use, and protect personal data, please review our Privacy Policy.

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately discontinue use of the Services.

1. Contact Information

• Company Name: BrainBits Technologies Inc. (a Delaware corporation)
• Registered Address: 2810 N Church St, PMB 970270
• Wilmington, Delaware 19802, USA
• Tax ID (EIN): 38-4320994
• Phone: +1 302 394 3730
• Website: https://www.brainbits.ai/
• Email: hq [at] brainbits.ai

Throughout these Terms, “BrainBits,” “we,” “us,” and “our” refer to BrainBits Technologies Inc., unless otherwise specified.

2. Definitions

“AI Agent” means the artificial-intelligence-powered conversational software made available by BrainBits, which the Client configures and deploys to interact with the Client’s audience (Followers) on Third-Party Platforms through text-based messaging and the sharing of pre-approved Client-supplied images.

“Follower” means an end-user who interacts with the Client’s AI Agent on a Third-Party Platform. Followers are not parties to these Terms and have no contractual relationship with BrainBits.

“Generated Revenue” means the amount paid by Followers for the Client’s content, goods or services in interactions handled by the AI Agent during the applicable billing period, after any Third-Party Platform fees, as measured by the Services’ tracking mechanisms.

“Service Fee” means the percentage-based fee payable to BrainBits, calculated as a percentage of Generated Revenue, as specified in the Client’s order form or applicable pricing schedule.

“Third-Party Platform” means any third-party service, website, application, or platform, or the Client’s own website, on which the Client deploys or operates the AI Agent.

3. Nature of Services

BrainBits provides access to hosted, cloud-based artificial intelligence services and communication infrastructure.

BrainBits is a software vendor. We provide AI Agent technology that the Client accesses and deploys at its sole discretion. The Services include a web-based dashboard for configuration, persona setup, input of Client-supplied materials and performance analytics. The AI Agent communicates with Followers through text-based messaging and may share images previously approved and uploaded by the Client.

BrainBits is not a platform, marketplace, payment processor, agent, broker, or intermediary between the Client and Followers. We do not: (a) sell the Client’s content or act as a party to any transaction between the Client and Followers (images supplied by the Client are stored and transmitted only on the Client’s instructions as part of the Services); (b) process payments between Followers and the Client; (c) operate any Third-Party Platform; or (d) have any contractual or legal relationship with Followers.

Client Is the Seller. The Client is the sole and exclusive seller of any content, goods, or services offered through interactions with the AI Agent. The Client retains full responsibility for, and ownership of, all transactions with Followers, including but not limited to pricing, fulfillment, refunds, customer service, tax collection, and regulatory compliance.

4. Purpose of the Website and Services

BrainBits Technologies Inc. is a pioneering AI technology company dedicated to revolutionizing the digital content creation industry. Our mission is to enhance the way online creators engage with their audiences through cutting-edge artificial intelligence solutions. By leveraging the latest advancements in large language models (LLMs), we provide innovative, intelligent virtual agents that facilitate personalized, authentic interactions between creators and their audiences.

The Website and associated applications showcase and provide access to our flagship product suite, which automates and enriches audience engagement, streamlines content monetization, and optimizes creators’ productivity. The Services may also include analytics dashboards, integration tools, and hosting of the AI Agent to support creators’ workflows.

While BrainBits delivers the technological backbone, we do not claim ownership of your content nor exercise editorial control over the material you upload, store, or transmit through the Services. You are solely responsible for ensuring you have all rights, licenses, and permissions necessary for any content or third-party accounts you connect to or use with the Services. You are solely responsible for compliance with the terms, policies and automation rules of each Third-Party Platform on which you deploy the AI Agent, for the decision to deploy it there, and for any labelling or disclosure of the use of AI required by a Third-Party Platform or applicable law.

5. Privacy

BrainBits and its service providers collect, store, and process personal data in accordance with applicable data-protection laws. Our Privacy Policy explains what information we collect, how we use it, and your rights as a data subject. By using the Services, you consent to the collection and processing of your data as described in that policy.

6. Eligibility

The Services are intended only for individuals or legal entities capable of entering into enforceable contracts under applicable law. Individuals must be at least 18 years old (or the age of majority in their jurisdiction, if higher) to register and use the Services.

If you access the Services on behalf of a company, organization, or other legal entity (an “Organization”), you represent that you have authority to bind that Organization to these Terms, and “you” will refer to both you and the Organization. You are responsible for maintaining the confidentiality of your account credentials and all activities that occur under your account.

We reserve the right to deny registration, suspend, or terminate any account at our sole discretion—particularly where we believe a user has violated these Terms, infringed intellectual-property rights, or engaged in unlawful or abusive conduct.

7. Acceptable Use

You agree not to use the Services to:

1. Violate any applicable law or regulation.
2. Post, upload, transmit, or otherwise make available content that is unlawful, harmful, abusive, harassing, defamatory, obscene, or otherwise objectionable.
3. Infringe any intellectual-property, privacy, or publicity right of any third party.
4. Distribute unsolicited or unauthorized advertising, spam, or phishing messages.
5. Violate the terms, policies or automation rules of any Third-Party Platform on which the AI Agent is deployed.
6. Introduce viruses, worms, Trojan horses, or other malicious code.
7. Interfere with or disrupt the integrity or performance of the Services or the data contained therein.
8. Attempt to gain unauthorized access to the Services or related systems or networks.
9. Use any robot, spider, scraper, or other automated means to access the Services without our prior written consent.
10. Reverse-engineer, decompile, or otherwise attempt to derive source code from the Services except to the extent such activity is expressly permitted by applicable law.

We reserve the right to investigate and take appropriate action—including removal of content, suspension, or termination of accounts—against any user who, in our sole judgment, violates this Acceptable-Use section.

8. License and Use of BrainBits Services

Subject to your compliance with these Terms, BrainBits grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes.

Except as expressly permitted in these Terms, you may not (a) copy, modify, or create derivative works of the Services; (b) distribute, sell, lease, or sublicense the Services to any third party; or (c) circumvent or interfere with any security or usage rules embedded in the Services.

By submitting or uploading content through the Services, you grant BrainBits a non-exclusive, royalty-free, worldwide license (with the right to sublicense to BrainBits’ service providers solely for that purpose) to use, reproduce, display, distribute, and reformat that content solely as necessary to operate and provide the Services. BrainBits will not use such content or Follower conversations to train, fine-tune or otherwise enhance any machine learning or artificial intelligence model, except to configure the Client’s own AI Agent (persona, offers and rules), which does not involve model training. Upon termination of the Client’s account, BrainBits will delete the Client’s content and Follower conversations within thirty (30) days unless retention is required by law; the Client may request an export of this data before deletion.

BrainBits may discontinue, suspend, or modify the Services (in whole or in part) at any time. We will endeavor to give reasonable notice when practicable, but you acknowledge that downtime and feature changes may occur without liability to you.

9. Technical Support and Account Access

To diagnose and resolve technical issues, BrainBits support personnel may, with your prior consent, access your account or project environment. Such access will be limited to the minimum scope and duration necessary to address the issue and will be conducted in accordance with our Privacy Policy and security procedures. If you decline to grant access and no alternative solution exists, BrainBits will not be liable for any unresolved problem.

10. Content Ownership and Rights

You retain all ownership rights in the content you upload or create using the Services. BrainBits does not claim ownership over such content.

If you provide feedback or suggestions regarding the Services (“Feedback”), you grant BrainBits an irrevocable, perpetual, royalty-free license to use and incorporate that Feedback without obligation or compensation to you.

We may identify you (by name and logo) as a customer in our marketing and promotional materials only with your prior written consent.

11. Payment and Refund Policy

Service Fees. Certain features of the Services may require payment of Service Fees. Pricing, billing cycles, and payment methods will be disclosed at the time of purchase. The Client agrees to pay BrainBits the Service Fee specified in the applicable pricing, calculated as a percentage of Generated Revenue during each billing period, together with any one-time setup or other fees specified in the applicable order form or agreement.

Billing Cycle. Service Fees are billed monthly in arrears unless otherwise agreed in writing. Invoices are issued via Stripe or, at BrainBits’ discretion, via direct bank transfer through Mercury or similar banking platforms.

Payment Terms. All invoices are due within seven (7) days of the invoice date unless otherwise specified. All payments shall be made in U.S. Dollars unless otherwise agreed.

Late Payment. Overdue amounts accrue interest at the lesser of 1% per month or the maximum rate permitted by law. BrainBits may suspend access to the Services for any account with unpaid invoices more than seven (7) days past due, without prejudice to any other remedies.

Taxes. Fees are exclusive of taxes, duties, and similar government charges. The Client is responsible for all applicable taxes other than taxes on BrainBits’ net income. For B2B transactions in jurisdictions applying reverse-charge VAT (including EU member states), the Client is responsible for self-accounting for VAT under applicable rules. The Client shall provide its VAT or tax identification number upon request.

No Refunds. All Service Fees are non-refundable except where required by applicable law or expressly stated in these Terms.

Disputes. Billing disputes must be raised in writing within seven (7) days of the invoice date. After this period, invoices are deemed accepted.

Revenue Measurement. Generated Revenue is determined by the Services’ internal tracking mechanisms, which the Client acknowledges as authoritative. The Client may request reasonable supporting data via the dashboard.

12. Indemnification

You agree to indemnify, defend, and hold harmless BrainBits, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use of the Services, (b) your content, (c) your violation of these Terms, or (d) your violation of any law or third-party right.

BrainBits reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

13. Disclaimer of Warranties

The Services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. BrainBits does not warrant that the Services will be uninterrupted, secure, or error-free, or that data will be preserved without loss.

14. Limitation of Liability

To the fullest extent permitted by law, BrainBits shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, or goodwill, arising out of or related to your use of (or inability to use) the Services, even if we have been advised of the possibility of such damages.

In no event shall BrainBits’s aggregate liability for all claims related to the Services exceed the greater of (a) the total amount paid by you to BrainBits in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such cases, our liability shall be limited to the maximum extent permitted by law.

15. Governing Law and Dispute Resolution

These Terms and any dispute arising from them are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-law principles.

You agree that any claims or actions arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and you consent to the personal jurisdiction of those courts.

You and BrainBits waive any right to participate in class-action proceedings. Each claim must be brought individually.

16. Miscellaneous

• Modification of Terms. We may update these Terms at any time by posting the revised version on the Website. Changes become effective on the “Last Updated” date indicated below. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.
• Signed Agreements. If a signed agreement between BrainBits and the Client conflicts with these Terms, the signed agreement prevails to the extent of the conflict.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and an enforceable term will be substituted reflecting our original intent as closely as possible.
• No Waiver. Failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
• Assignment. You may not transfer or assign these Terms or your rights under them without our prior written consent. We may assign our rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets.
• Termination. Either party may terminate these Terms (and your account) at any time. Upon termination, your right to use the Services ceases immediately, but Sections 10–15 and the data-deletion obligation in Section 8 shall survive termination.
• Termination for Cause. BrainBits may suspend or terminate the Client's account immediately, without notice or refund, if: (a) the Client breaches these Terms; (b) the Client fails to pay any undisputed amount when due; (c) BrainBits has reasonable grounds to believe the Services are being used unlawfully; (d) required by law, court order, or competent authority; or (e) continued provision of the Services creates legal, regulatory, or reputational risk to BrainBits.