Free First Agent Terms

Brainverse LLC · Effective 2026-04-21

Notice: Drafted with AI assistance; not reviewed by outside counsel. Have an attorney review before relying on this in a binding dispute.

In plain English, before the lawyering

This is what you are agreeing to, in normal words:

• We build one AI agent for one workflow, free, targeting five business days.
• You confirm you can authorize us to access the tools the workflow runs in.
• You own your data and the agent instance running in your stack. We keep ownership of the framework and architecture underneath.
• Five business days is a target, not a deadline.
• Because this is free, our liability is capped at $0. We do not offer warranties on free work. If it does not work out, you keep whatever we built.
• A human on your team reviews the agent’s output before acting on it, at least for the first 30 days.
• We do not train models on your data. We do not resell your data or the agent’s outputs. Ever.
• We may reference the engagement in marketing (anonymized) unless you opt out in writing.
• Not a fit for regulated data (HIPAA, PCI, regulated financial). You confirm your workflow does not touch those.

If anything here surprises you, ask us before accepting.

1. The Engagement

1.1 Brainverse LLC (“Brainverse”) will design and build one AI agent covering one repeatable workflow (the “Free Build”) for the individual or business accepting these Terms (the “Prospect,” “you”). Scope and integrations are confirmed in a written kickoff email.

1.2 The Free Build is provided at no charge. A senior-engineering scope, not a token demo.

1.3 Brainverse targets delivery within five business days of kickoff. The five-day timeline is a target, not a service-level commitment. Delay is not a breach.

1.4 Brainverse may decline or terminate the Free Build at its sole discretion at any time before work begins, with no liability.

2. Your Representations

By accepting, you represent and warrant that:

2.1 You have the legal authority to authorize Brainverse to access the systems and data needed to build the agent and to grant the licenses in Section 4.

2.2 The workflow does not process: Protected Health Information (HIPAA), cardholder data (PCI DSS), regulated financial data (including data subject to GLBA, SOX, or SEC/FINRA recordkeeping), classified or export-controlled data, or similar regulated-category information. If it does, stop and contact us about a paid engagement with the right controls.

2.3 You will provide timely access, and that access is lawful under your agreements with employers, vendors, and customers.

3. Scope and Human Review

3.1 The Free Build covers one workflow and the integrations listed in the kickoff email. Out-of-scope requests are treated as paid change orders, stated in writing before work proceeds.

3.2 Human Review Required. The agent drafts, classifies, and recommends. For the first 30 days after delivery, a human on your team will review agent output before acting on it externally (sending messages, updating records of record, moving money, committing to third parties). Brainverse does not warrant agent output, and you are solely responsible for how you act on it.

4. Intellectual Property

4.1 Your Data and Instance. You own (i) all data, content, and credentials you provide, and (ii) the specific running instance of the agent deployed in your stack, including the configuration values that adapt it to your workflow.

4.2 Brainverse Framework. Brainverse owns and retains all right, title, and interest in the underlying framework, agent architecture, prompt techniques, tool-orchestration patterns, memory structures, code libraries, methodologies, and any improvements or derivatives (“Brainverse Framework”). The Free Build transfers no ownership of the Brainverse Framework.

4.3 License to You. Brainverse grants you a perpetual, non-exclusive, non-transferable, royalty-free license to use the delivered agent for your internal business operations. You may not resell, sublicense, publish, or redistribute the agent, its prompts, or its configuration.

4.4 No Training. No Resale.Brainverse will not use your data or workflow content to train or fine-tune any model, and will not sell, license, or share your data or the agent’s outputs with any third party, except as strictly required to operate the agent through third-party APIs you have authorized (e.g., an LLM provider the agent calls at runtime).

5. Support

Brainverse provides up to seven calendar daysof post-delivery support at no charge (fixes, small adjustments, questions). After that, continued support is available as a paid engagement. Support is not an uptime guarantee; third-party services may change, fail, or deprecate behavior outside Brainverse’s control.

6. Liability and Warranty Disclaimer

6.1 Liability Cap: $0. Because the Free Build is provided at no charge, Brainverse’s total aggregate liability to you arising out of or relating to these Terms or the Free Build is capped at zero dollars ($0).

6.2 As Is. The Free Build and all agent outputs are provided “AS IS” and “AS AVAILABLE.” Brainverse disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation. AI outputs are probabilistic; nothing is guaranteed correct.

6.3 No Consequential Damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption.

6.4 Your Indemnity. You will indemnify Brainverse against any third-party claim arising from (i) your data or credentials, (ii) your use of the agent or its outputs, (iii) your violation of third-party terms of service, or (iv) any breach of Section 2.

7. Confidentiality

Each party will treat the other’s non-public information as confidential, use it only to perform or benefit from the Free Build, and protect it with reasonable care. Duty survives for three years. Standard carve-outs apply (public, already known, independently developed, required by law).

8. Marketing Reference

Brainverse may reference the engagement in marketing on an anonymized basis (industry, use case, workflow, outcomes) without naming you, unless you opt out in writing (email to [email protected] suffices). Named case studies, logo use, and testimonials require your separate written consent.

9. Governing Law and Disputes

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws rules. Disputes will be resolved by binding arbitration under the AAA Commercial Arbitration Rules, venued in Pennsylvania. Each party bears its own costs. Either party may seek injunctive relief in court to protect intellectual property or confidential information.

10. Miscellaneous

10.1These Terms plus the written kickoff email are the entire agreement for the Free Build. On conversion to a paid engagement, Brainverse’s standard Terms & Conditions supersede this document.

10.2 Brainverse is an independent contractor. No partnership, joint venture, or employment is created.

10.3 If any provision is unenforceable, the remainder stays in effect. Failure to enforce is not a waiver.

10.4You may not assign without Brainverse’s written consent. Brainverse may assign to a successor in a merger or sale of substantially all assets.

Acceptance

By checking the acceptance box on the brainverse.ai/free-agent intake form, or replying in writing that you accept, you agree to be bound by these Terms.

Brainverse LLC · Pennsylvania · [email protected] · brainverse.ai