Terms of Service | BrainGrid

These Terms of Service ("Terms") constitute a legal agreement between you and BrainGrid AI, Inc. ("BrainGrid", "we", "us", or "our") governing your access to and use of our AI-powered development planning platform, including our website, applications, and related services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, do not access or use our Services.

1. Definitions

"Account" means your BrainGrid account created to access the Services
"AI Models" means the artificial intelligence models used to provide the Services, including those from Anthropic, OpenAI and Google
"Customer Content" means any data, code, text, or other materials you upload, submit, or otherwise provide to the Services
"Documentation" means our user guides, API documentation, and other instructional materials
"Effective Date" means the date you first access or use the Services
"Outputs" means any content generated by the Services based on your inputs
"Platform" means our software platform and all associated tools and features
"Order Form" means any order form referencing and incorporating these Terms, which shall be in writing, signed by both Parties, and shall specify the products or services to be purchased or licensed by Customer from BrainGrid
"Service Term" means the period of time indicated in an Order Form beginning upon an Order Effective Date and ending on the last day of the Service Term set forth in the Order Form

2. Acceptance and Account Terms

2.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into these Terms. If you're using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2.2 Account Registration

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

Provide accurate, current, and complete information
Maintain and update your information to keep it accurate
Keep your password secure and confidential
Accept responsibility for all activities under your Account
Immediately notify us of any unauthorized use

3. Description of Services

BrainGrid provides an AI-powered development planning platform that helps software teams transform ideas into actionable, AI-ready specifications. Our Services include:

Codebase Analysis: Automated analysis of your code repository structure and patterns
Requirement Generation: AI-assisted creation of detailed development specifications
Task Planning: Breaking down requirements into atomic, verifiable tasks
AI Agent Integration: Tools to work with AI coding assistants
Collaboration Features: Team workspaces and sharing capabilities

We continuously improve and may modify the Services. Features may be added, changed, or removed at our discretion.

4. Use of Services

4.1 Access to Services

Subject to Customer's compliance with the terms and conditions hereof, during the Service Term set forth in the applicable Order Form, BrainGrid hereby grants to the Customer a non-exclusive, non-sublicensable, non-transferrable right to internally access and use the Platform for Customer's own benefit (and only in accordance with all documentation provided by BrainGrid).

4.2 Restrictions

You agree not to:

Use the Services for any illegal or unauthorized purpose
Violate any applicable laws or regulations
Infringe on any third-party intellectual property rights
Transmit any malicious code, viruses, or harmful content
Attempt to gain unauthorized access to any systems or data
Reverse engineer, decompile, or disassemble any part of the Services
Use the Services to develop a competing product or service
Scrape, harvest, or collect data from the Services through automated means
Resell, sublicense, or provide the Services to third parties
Circumvent any usage limits or restrictions
Use the Services in a manner that could damage or overburden our infrastructure

4.3 Usage Limits

Your use of the Services is subject to usage limits based on your account type. Exceeding these limits may result in additional charges or service suspension.

5. Customer Content and Code

5.1 Ownership

You retain all rights, title, and interest in and to your Customer Content. We do not claim ownership of any Customer Content you submit to the Services.

5.2 License to BrainGrid

By using the Services, you hereby grant to BrainGrid, 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 and Code as may be necessary for BrainGrid to provide the Services to you. You hereby represent and warrant that: (i) you have all necessary rights to grant BrainGrid the license set forth in this section, and to allow BrainGrid to exercise its rights under such license without infringement of the rights of any third party, including privacy rights; and (ii) BrainGrid's receipt and processing of Customer Data and Code in accordance with this Agreement does not and will not violate any applicable laws or regulations.

5.3 AI Processing and No Training Commitment

🔒 Your Code is Never Used for Training

We make the following commitments regarding your code and data:

✅ No Model Training: We never use your Customer Content to train, improve, or develop AI models. Your code remains exclusively yours.
💾 Ephemeral Processing: Your code is processed only for the duration needed to provide you with Services and is not persistently stored for analysis.
👥 Isolated Processing: Each customer's data is processed in isolation and never mixed with other customers' data.

5.4 Outputs

Outputs generated by the Services based on your Customer Content are considered your property. You may use Outputs for any lawful purpose, subject to these Terms.

5.5 Feedback

If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant us an unlimited, irrevocable, perpetual, royalty-free license to use such Feedback for any purpose without compensation to you.

6. Intellectual Property

6.1 BrainGrid Property

The Services, including all software, algorithms, user interfaces, designs, Documentation, and other materials, are owned by BrainGrid or our licensors and are protected by intellectual property laws. All rights not expressly granted to you are reserved.

6.2 Trademarks

"BrainGrid" and our logos are our trademarks. You may not use our trademarks without prior written permission, except as necessary to describe the Services for your internal business purposes.

6.3 Third-Party Services

The Services may include or integrate with third-party services, including AI models from Anthropic and Google. Your use of such third-party services is subject to their respective terms and conditions.

7. Privacy and Data Protection

Your use of our Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to our collection, use, and disclosure of information as described in the Privacy Policy.

We implement industry-standard security measures to protect your data. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security.

8. Payment Terms

8.1 Subscription Fees

If you purchase a paid subscription:

You agree to pay all applicable fees as described in your subscription plan
Fees are billed in advance on a monthly or annual basis
All fees are in U.S. dollars unless otherwise specified

8.2 Payment Processing

Payment processing is handled by our third-party payment processor (Stripe)
You authorize us to charge your payment method for all fees
You are responsible for keeping your billing information current

8.3 Taxes

Fees do not include taxes. You are responsible for all applicable taxes, and we will charge tax when required by law.

8.4 Refunds

All fees are non-refundable except:

As required by applicable law
As explicitly stated in a separate agreement
For annual subscriptions cancelled within 14 days of initial purchase

8.5 Free Trials and Credits

We may offer free trials or credits. At the end of a free trial, you will be automatically charged unless you cancel before the trial ends.

9. Warranties and Disclaimers

9.1 Service Availability

While we strive for high availability, we do not guarantee that the Services will be available at all times or without interruption. We may experience downtime for maintenance, updates, or unforeseen issues.

9.2 Disclaimer of Warranties

⚠️ IMPORTANT DISCLAIMERS:

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAINGRID DISCLAIMS ALL WARRANTIES INCLUDING:

MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
ACCURACY OR RELIABILITY OF OUTPUTS
UNINTERRUPTED OR ERROR-FREE SERVICE
SECURITY OF YOUR DATA

WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR INTENDED USE.

9.3 AI Limitations

You acknowledge that:

AI-generated Outputs may contain errors or inaccuracies
Outputs should be reviewed and validated before use
We are not responsible for your use of or reliance on Outputs
The Services are tools to assist, not replace, human judgment

10. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT LIABILITY, EXCEED THE TOTAL AMOUNTS PAID TO BRAINGRID UNDER THIS AGREEMENT IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless BrainGrid, our affiliates, and our respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

Your use of the Services
Your violation of these Terms
Your violation of any third-party rights
Your Customer Content
Any products or services developed using the Services

12. Termination

12.1 Termination by You

You may terminate your Account at any time by:

Contacting our support team

12.2 Termination by BrainGrid

We may suspend or terminate your access to the Services:

For violation of these Terms
For non-payment of fees
For extended inactivity
If required by law
At our discretion with 30 days' notice

12.3 Effect of Termination

Upon termination:

Your access to the Services will cease
You must stop using the Services
We may delete your Customer Content after 30 days
You remain liable for all fees incurred before termination
Sections that by their nature should survive will remain in effect

12.4 Data Export

For 30 days after termination, you may request export of your Customer Content in a standard format, subject to technical feasibility and legal restrictions.

13. Dispute Resolution

13.1 Informal Resolution

Before filing a formal dispute, you agree to try to resolve any dispute informally by contacting us. Most disputes can be resolved informally.

13.2 Arbitration Agreement

If we cannot resolve a dispute informally, you and BrainGrid agree to resolve any claims through binding arbitration, except:

Claims for injunctive relief regarding intellectual property
Small claims court actions
Claims that cannot be arbitrated under applicable law

13.3 Arbitration Rules

Arbitration will be conducted by JAMS under its Comprehensive Arbitration Rules. The arbitration will be held via videoconference.

13.4 Class Action Waiver

You agree to bring claims only in your individual capacity and not as part of any class, collective, or representative action.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

14.2 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and BrainGrid regarding the Services.

14.3 Modifications

We may modify these Terms at any time. We will notify you of material changes by:

Posting the updated Terms on our website
Sending email notification to registered users
Displaying a notice in the Services

Your continued use after changes constitutes acceptance of the modified Terms.

14.4 Severability

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

14.5 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

14.6 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

14.7 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, or other events beyond the control of the parties.

14.8 Export Compliance

You agree to comply with all applicable export and import laws and regulations. You represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country.

14.9 U.S. Government Rights

If you are a U.S. Government end user, the Services are "Commercial Items" as defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation."

15. Contact Information

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

Email: legal at our domain

Mailing Address:

BrainGrid AI, Inc.

1111B S Governors Ave STE 29316

Dover DE 19904

USA

By using BrainGrid, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.