Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website at brainverse.ai and any services provided by Brainverse LLC, a Pennsylvania limited liability company (“Brainverse,” “we,” “us”). By accessing or using the website or our services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the website or our services.

For clients engaging Brainverse for consulting or agentic team deployment services, these Terms form part of the engagement agreement along with any applicable Statement of Work or proposal. If there is a conflict between these Terms and a signed Statement of Work, the Statement of Work controls on matters specific to that engagement.

Disclaimer: These Terms are prepared by Brainverse’s internal legal function and are not a substitute for advice from a licensed attorney. Brainverse recommends that prospective clients have these Terms reviewed by qualified legal counsel before entering into an engagement.

1. Services

Brainverse deploys customized AI agent teams and provides consulting, implementation, and advisory services for businesses across industries. Our services include discovery and assessment, implementation and deployment of agentic systems, ongoing retainer and monitoring services (BrainSync dashboard), and related training and support.

The scope, deliverables, timeline, and fees for any specific engagement are set out in a separate Statement of Work or proposal. Services not described in a signed Statement of Work are not included in any engagement.

2. Independent Contractor Status

Brainverse is an independent contractor. Nothing in these Terms or any engagement creates an employment, partnership, joint venture, franchise, or agency relationship between Brainverse and you or your organization. Brainverse personnel are not your employees. Brainverse makes no representations on your behalf and has no authority to bind you to any agreement with a third party.

3. AI-Generated Content and Output Disclaimer

Brainverse tools and agentic systems use artificial intelligence to extract data from documents, compare values, generate reports, draft recommendations, automate workflows, and perform other tasks. AI outputs are probabilistic in nature. The same inputs may produce different outputs across sessions. AI outputs may contain errors, omissions, or inaccuracies.

All AI-generated outputs, including but not limited to data extraction results, comparisons, recommendations, drafted documents, research summaries, and workflow outputs, are drafts and starting points. They are not professional engineering judgments, legal opinions, financial advice, medical advice, or other professional opinions. You are solely responsible for reviewing all AI-generated outputs and for any decisions you make based on those outputs.

Brainverse does not issue approvals, rejections, or professional stamps of any kind. Status labels used in our tools (such as MATCH, NEEDS REVIEW, or similar) are automated data-comparison results, not professional determinations. No AI output should be interpreted as a substitute for review by a qualified professional in the relevant discipline.

Brainverse’s agentic systems may take automated actions within the scope and permissions you configure. You are responsible for reviewing agent configurations, setting appropriate permissions, and monitoring agent activity. Brainverse is not responsible for consequences arising from agent actions taken within the scope of permissions you have authorized.

Brainverse does not guarantee the accuracy, completeness, timeliness, or fitness for any specific purpose of any AI-generated output.

4. Third-Party AI Subprocessors

Brainverse uses third-party AI model providers and infrastructure providers to deliver its services. These providers may process data you provide to Brainverse in connection with service delivery. Current providers include, but are not limited to, Anthropic (Claude), OpenAI (GPT models), Google (Gemini and Vertex AI), and infrastructure providers including Supabase, Vercel, and Railway. A current list of third-party providers is maintained and available upon written request.

Brainverse selects providers that maintain enterprise-grade data handling practices and enters into data processing agreements with each provider. Brainverse will provide at least 30 days advance notice before adding a new AI provider that will process your Personal Data, and you may object to any new provider on reasonable data protection grounds.

Third-party AI providers have their own terms of service and privacy policies. Outages, changes to terms, pricing changes, or discontinuation of services by third-party providers are outside Brainverse’s control and do not constitute a breach by Brainverse.

5. Intellectual Property and Data Ownership

Client data ownership. You own all data, documents, business information, and content you provide to Brainverse in connection with the services. Brainverse does not claim any ownership interest in your data or business information.

Brainverse IP. Brainverse retains full ownership of all software, tools, agent architectures, frameworks, methodologies, prompt designs, system instructions, workflow designs, and general learnings developed or used in connection with the services, including any improvements or derivatives thereof. This includes all pre-existing Brainverse intellectual property and any new tools or frameworks developed during an engagement that are not solely a specific deliverable for your organization.

Deliverable license. For deliverables specifically created for your organization as described in a signed Statement of Work, Brainverse grants you a perpetual, non-exclusive, non-transferable license to use those deliverables for your internal business operations. This license does not include the right to sublicense, resell, redistribute, or use deliverables to provide services to third parties.

AI-generated outputs. AI-generated outputs produced during the services become part of the deliverables and are subject to the same license model described above. Brainverse may use anonymized, non-attributable learnings from engagements to improve its services and agent architectures.

Website content. All content on brainverse.ai, including text, graphics, logos, images, and software, is the property of Brainverse LLC and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works of website content without our written permission.

Feedback. If you provide feedback, suggestions, or ideas regarding the services or deliverables, you grant Brainverse a non-exclusive, royalty-free, irrevocable license to use that feedback to improve our services and products. This feedback license does not extend to your proprietary business data or strategy.

6. Confidentiality

Mutual obligation.Each party (“Receiving Party”) agrees to hold the other party’s (“Disclosing Party”) confidential information in strict confidence and not to disclose it to third parties without the Disclosing Party’s prior written consent. Each party agrees to use the other party’s confidential information only for the purposes of the engagement.

Confidential information means business information, technical data, financial information, client lists, strategic plans, proprietary tools, methodologies, agent architectures, system instructions, and any other information the Disclosing Party identifies as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Exclusions.Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s confidential information; or (d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice where legally permissible.

Survival. Confidentiality obligations survive termination of the engagement for 3 years. Confidentiality obligations with respect to trade secrets survive indefinitely.

7. Data Handling and Security

Brainverse implements reasonable technical and organizational security measures to protect data you provide, including encryption at rest and in transit, access controls, and incident detection monitoring. No security measure is 100% effective, and Brainverse cannot guarantee absolute security.

If Brainverse becomes aware of a confirmed unauthorized access to or disclosure of your Personal Data, Brainverse will notify you without undue delay and within 72 hours of becoming aware of the incident, to the extent reasonably practicable.

For engagements involving the processing of Personal Data on your behalf, a Data Processing Addendum (“DPA”) is available upon request and governs data processing obligations. Clients who process Personal Data from individuals in the European Economic Area or United Kingdom should request the DPA before engagement commencement.

You are responsible for ensuring that any data you provide to Brainverse does not violate third-party rights, applicable privacy laws, or applicable export controls. Do not provide Brainverse with sensitive personal data (health records, financial account numbers, government identification numbers, or similar) without first obtaining Brainverse’s written agreement.

8. Service Levels and Support

Specific service level commitments, uptime targets, and support response times for any engagement are set out in the applicable Statement of Work. Absent a written service level agreement, Brainverse’s default support is available during normal business hours (9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding federal holidays), with a target initial response time of 1 business day for non-critical issues and 4 business hours for critical production issues.

Brainverse makes no uptime guarantee for third-party AI services or infrastructure providers. Outages by third-party providers are treated as force majeure events. Brainverse will use reasonable commercial efforts to implement workarounds during third-party outages.

9. Scope Changes

Any changes to the scope of an engagement require written agreement signed by both parties before the changed work begins. Brainverse is not obligated to perform work outside the scope of a signed Statement of Work. Scope changes may adjust the engagement price and timeline. Brainverse will not be liable for delays caused by scope changes requested by you.

10. Compliance with AI Regulations

Each party is responsible for compliance with laws applicable to its own operations, including emerging AI regulations and sector-specific requirements. You represent that your intended use of AI systems and deliverables provided by Brainverse complies with all laws applicable to your organization and industry. You acknowledge that the regulatory landscape governing AI is evolving and that you are responsible for monitoring regulatory developments that affect your use of AI systems.

Brainverse follows responsible AI development practices including testing, human oversight, and monitoring. Neither party makes representations that AI outputs will meet regulatory standards for specific regulated industries (including healthcare, financial services, or legal services) without explicit written agreement.

11. Limitation of Liability

No consequential damages. To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or business interruption, arising from or related to the services, even if advised of the possibility of such damages.

Phase-based liability caps.Brainverse’s total aggregate liability to you for any and all claims arising from or related to a specific engagement phase shall not exceed:

• For Discovery and Assessment engagements: 1x the fees paid by you for that specific Discovery or Assessment phase
• For Implementation and Deployment engagements: 2x the fees paid by you for that specific Implementation or Deployment phase
• For ongoing BrainSync retainer or monitoring services: 3 months of the retainer fees paid by you immediately preceding the claim

Where an engagement spans multiple phases, each phase is subject to its own cap. The caps above apply regardless of the theory of liability (contract, tort, strict liability, or otherwise). These caps reflect the allocation of risk between the parties as commercially sophisticated entities and form an essential basis of the bargain.

Warranty disclaimer.The services and website are provided “as is” to the fullest extent permitted by law. Brainverse disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Brainverse makes no warranty that the services will be uninterrupted, error-free, or free of harmful components.

12. Indemnification

Client indemnification.You agree to defend, indemnify, and hold harmless Brainverse LLC and its officers, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the services or deliverables; (b) your data or content, including any claim that your data violates third-party rights; (c) your violation of these Terms; (d) your violation of any third-party terms of service in connection with your use of our services; or (e) your violation of any applicable law.

Brainverse indemnification. Brainverse agrees to defend, indemnify, and hold harmless you and your officers, employees, and contractors from and against any third-party claims that Brainverse-created deliverables infringe a United States patent, copyright, or trademark, provided that you promptly notify Brainverse of the claim, give Brainverse sole control of the defense, and cooperate reasonably. This indemnification does not apply to claims arising from your modification of deliverables, your combination of deliverables with third-party products not approved by Brainverse, or your use of deliverables outside the scope of the license granted.

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, pandemics, cyberattacks, acts of government, labor disputes, outages of third-party AI service providers or cloud infrastructure providers, or other events outside the reasonable control of the affected party. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement upon written notice, subject to payment for all work completed through the termination date.

14. Termination and Wind-Down

Termination for convenience. Either party may terminate an engagement with 30 days written notice to the other party.

Termination for cause. Brainverse may terminate an engagement immediately upon written notice for: (a) non-payment of invoices more than 15 days past due; (b) your material breach of these Terms or a Statement of Work that remains uncured 10 days after written notice; or (c) your use of the services for any unlawful purpose.

Payment upon termination. You agree to pay for all services performed and expenses incurred through the effective date of termination, including work in progress. Brainverse will invoice for all work completed through termination and such amounts are due within 30 days of invoice.

Data export and deletion. Following termination, upon your written request, Brainverse will: (a) provide a copy of your data in a commonly used, machine-readable format within 15 business days; and (b) delete all copies of your data within 30 days after your confirmation of receipt of the export, or within 60 days of termination if no export is requested. Brainverse may retain anonymized, non-attributable information for internal improvement purposes.

15. Non-Solicitation

During the term of any active engagement and for 12 months after the termination or expiration of the most recent engagement between the parties, neither party will directly solicit, recruit, or hire the other party’s employees or contractors who were involved in the engagement without the other party’s prior written consent. This provision does not prohibit either party from running general employment advertisements or from hiring individuals who respond to such advertisements without direct solicitation.

16. Insurance

Brainverse maintains commercial general liability and professional liability (errors and omissions) insurance appropriate to its operations and service lines. Certificates of insurance are available to clients upon written request. Specific minimum coverage requirements for any engagement may be addressed in the applicable Statement of Work.

17. User Conduct

You agree not to:

• Use the website or services for any unlawful purpose
• Attempt to gain unauthorized access to any part of the website or our systems
• Interfere with the proper functioning of the website or services
• Transmit any malicious code, harmful material, or spam
• Use the services to process data that you do not have the right to process
• Attempt to reverse engineer, disassemble, or decompile any Brainverse software or systems
• Use the services in any way that could expose Brainverse or third parties to legal liability

18. Dispute Resolution and Governing Law

Governing law. These Terms and any engagement agreements are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles.

Good faith negotiation. Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute through good faith negotiation for at least 30 days after one party provides the other with written notice of the dispute.

Mediation.If good faith negotiation does not resolve the dispute within 30 days, either party may initiate non-binding mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures, with the mediation conducted in Pennsylvania.

Binding arbitration.If mediation does not resolve the dispute within 30 days of its commencement, either party may initiate binding arbitration administered by the AAA under its Commercial Arbitration Rules, conducted by a single arbitrator, with the arbitration seated in Pennsylvania. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The prevailing party is entitled to recover reasonable attorneys’ fees and costs.

Class action waiver.All disputes must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate proceedings or preside over any form of class or representative proceeding.

Injunctive relief. Notwithstanding the above, Brainverse may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information without first pursuing the dispute resolution process above.

19. Changes to These Terms

We may revise these Terms at any time by posting an updated version on the website. Material changes will be indicated by an updated “Last updated” date. For active engagements, material changes to terms affecting the engagement will be communicated by email with at least 30 days notice. By continuing to use the website or services after revised Terms become effective, you agree to be bound by the revised Terms.

20. General Provisions

If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Brainverse’s failure to enforce any provision of these Terms is not a waiver of Brainverse’s right to enforce that provision in the future. These Terms, together with any applicable Statement of Work and any executed DPA, constitute the entire agreement between the parties regarding their subject matter and supersede all prior agreements and understandings.

21. Contact Us

If you have questions about these Terms, contact us at [email protected].