Platform Terms of Service

1.1 Brainbase IP:

means the Services, Documentation, and all other technology, including software and other works of authorship, graphical user interfaces, workflows, products, processes and algorithms, data, know-how and trade secrets, designs, techniques, inventions and other tangible or intangible technical material or information provided by or on behalf of Brainbase in connection with the foregoing, whether created, developed, or reduced to practice as part of the provision of the Services or otherwise, and all improvements, enhancements, modifications, and derivative works of any of the foregoing, in each case, together with all intellectual property rights therein. For the avoidance of doubt, Brainbase IP does not include Customer Data.

1.2 Customer Data:

means (i) information, data, Inputs, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf or your Authorized User's behalf through the Services; and (ii) data that is generated and made available to you by the Services through use of such data, including Outputs. Customer Data expressly excludes: (i) any content owned by or licensed to Brainbase; and (ii) Usage Data.

1.3 Documentation:

means Brainbase's user manuals, handbooks, and guides and other training and supporting materials relating to the Services, which may be provided by Brainbase to you either electronically or in hard copy form.

1.4 Input:

means the prompts and inputs provided by you or your Authorized Users to the Services.

1.5 Output:

means the outputs generated and returned by the Services based on the Inputs you or your Authorized Users provide.

1.6 Usage Data:

means the anonymized and aggregated data regarding the manner in which you or your Authorized Users interact with the Services. For avoidance of doubt, Usage Data will not be linkable to you, and will not include any confidential information.

2.1 Rights Granted:

Subject to your compliance with the terms and conditions of this Agreement, Brainbase hereby grants you a non-exclusive, non-sublicensable, non-transferable right to access and use the Services and Documentation for your internal business purposes only, solely for use by you and your Authorized Users during the Term.

2.2 Your responsibilities:

You and your Authorized Users may be asked to create a user account to access the Services and Documentation. You are responsible for all uses of the Services and Documentation that results from your access or use, directly or indirectly, whether such access or use is permitted by or is in violation of this Agreement.

2.3 Restrictions:

You may not use the Services for any purposes beyond the scope of the access granted in this Agreement. You may not, at any time, directly or indirectly, and must ensure that your Authorized Users do not:

• copy, reproduce, modify, translate, or create derivative works of the Services or Documentation, in whole or in part;
• reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services;
• use the Services to create or develop any competing products or services, including to train competing artificial intelligence models except as expressly approved by Brainbase in writing;
• make the Services or Documentation available to anyone other than Authorized Users.

2.4 Suspension:

We reserve the right to temporarily suspend your access and any Authorized User's access to any portion or all of the Services if, in our sole discretion, we reasonably determine that there is a threat or attack on any Brainbase IP, your use disrupts or poses a security risk, you are using the Services for fraudulent or illegal activities, or you have ceased to continue business in the ordinary course.

2.5 Availability:

The Services are subject to modification and change, in Brainbase's sole discretion. There are no guarantees made with respect to the quality, stability, availability, or reliability of the Services, unless otherwise agreed upon in an applicable Order Form.

3.1 Ownership:

Brainbase owns all right, title, and interest, including all intellectual property rights, in and to the Services, Documentation, and Brainbase IP, and reserves all rights not expressly granted to you in this Agreement. You own all right, title, and interest, including all intellectual property rights, in and to Customer Data, including Outputs to the fullest extent permitted by applicable law.

3.2 License:

By using the Services, you hereby grant to Brainbase, its affiliates, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid, sublicensable (solely for the purposes of providing the Services to you), transferable license to reproduce, distribute, modify, and otherwise use, display, and perform all acts with respect to the Customer Data as may be necessary for Brainbase to provide the Services to you.

3.3 Data Usage and Rights:

3.4 Marketing:

Subject to your prior consent, Brainbase may use your name, logo, and trademarks in publicity, including, but not limited to, displaying your name, logo, or trademark on Brainbase's website and marketing materials.

3.5 Feedback:

If you or any Authorized Users send or transmit any communications or materials to Brainbase suggesting or recommending changes to the Brainbase IP, including new features or functionality, or any comments, questions, suggestions, or similar feedback ("Feedback"), Brainbase is free to use such Feedback irrespective of any other obligation or limitation governing such Feedback.

4.1 Data Security:

Brainbase will not disclose Customer Data except in accordance with Brainbase's Privacy Policy or as expressly permitted by you or in accordance with this Agreement. Brainbase will use commercially reasonable efforts to maintain appropriate safeguards for the protection of Customer Data, and to help ensure the availability of Customer Data following any significant interruption to the Services.

4.2 Personal Data:

If you use the Services to process personal data, you must (i) obtain necessary consents for processing of personal data by the Services and process such personal data in accordance with applicable data protection laws; and (ii) if processing "personal data" or "personal information" as defined under applicable data protection laws, execute Brainbase's Data Processing Addendum. You agree not to process any medical information or sensitive personal data such as social security numbers, birth dates, passport information, bank account, and credit card numbers in using the Services.

5.1 Accounts and Registration:

To access the Services you must register for an account. When registering for an account, you may be required to provide us with information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times.

5.2 Payment:

You are responsible for paying any applicable fees to access or use our Services or certain features of our Services. If you purchase access to our Services or features of our Services, you must provide complete and accurate billing information ("Payment Method").

5.3 Refund Policy:

Except as expressly provided in these Terms or where required by law, all payments are non-refundable.

5.4 Disputes:

In the event of an invoice dispute, you will deliver a written statement to Brainbase no later than 10 business days prior to the date payment is due on the disputed invoice, and provide a detailed description of the disputed item and the disputed amount.

6.1 Confidential Information:

Either party may disclose or make available (in such capacity, the "Disclosing Party") to the other party (in such capacity, the "Receiving Party") information about its business affairs, products, intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, that the Receiving Party would reasonably deem to be confidential, whether or not marked, designated or otherwise identified as such (collectively, "Confidential Information").

6.2 Obligations:

The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose outside the performance or receipt of the Services, as applicable, except with the Disclosing Party's prior written permission. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees and agents who have a need to know such Confidential Information.

7.1 Term:

The term of this Agreement will commence on the first day the subscription is active and continue in effect for the duration stated in the subscription.

7.2 Subscription Termination (applicable to Teams customers only):

You may terminate your subscription at any time. We may suspend or terminate your access to your subscription at any time without notice to you if we believe that you have breached these Terms, or if we must do so in order to comply with law. If we terminate your access to the subscription due to a violation of these Terms or the law, you will not be entitled to any refund.

9.1 Brainbase Indemnification:

Brainbase shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights.

9.2 Customer Indemnification:

Customer shall indemnify, hold harmless, and, at Brainbase's option, defend Brainbase from and against any Losses resulting from any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; and (ii) based on Customer's or any Authorized User's negligence or willful misconduct, use of the Services in a manner not authorized by this Agreement, or any adaptation or modification of the Services other than by Brainbase.

9.3 Sole Remedy:

12.1 Notices:

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the applicable party.

12.2 Force Majeure:

In no event shall Brainbase be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Brainbase's reasonable control.

12.3 Independent Contractor:

Each party agrees that its relationship with the other party is that of an independent contractor and that nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship.

12.4 Modifications:

Brainbase may update these Terms by providing you with reasonable notice of the updates, including by posting the updates on our website. We will provide you with at least thirty (30) day written notice before any changes that we determine, in our sole discretion, materially impact your rights or obligations.

12.5 Severability:

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement.

12.6 Governing Law:

This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision.

12.7 Assignment:

You may not assign any of your rights or delegate any of your obligations hereunder.

12.8 Equitable Relief:

Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 or, in the case of Customer, Section 2.3, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy.

12.9 Entire Agreement:

This Agreement, together with all related Exhibits, Order Forms, and any other documents incorporated by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.