BRAINPACK MASTER TERMS OF SERVICE

Version 1.0
Effective Date: 1st July 2026
Governing Law: Republic of Cyprus

1. INTRODUCTION

These Master Terms of Service ("Terms") constitute a legally binding agreement between Memetech LTD, a company incorporated under the laws of the Republic of Cyprus, Registration No. CY10440092L, having its registered office at Agiou Pavlou 61, Agios Andreas, Nicosia 1007, Cyprus ("BrainPack", "Memetech", "Company", "Licensor", "we", "our", or "us"), and any individual, legal entity, organization, governmental body, or other person accessing, browsing, registering for, purchasing, subscribing to, or otherwise using the Services ("Customer", "Licensee", "User", "you", or "your").

These Terms govern access to and use of BrainPack's software-as-a-service platform, websites, applications, APIs, artificial intelligence tools, modules, integrations, databases, websites, dashboards, CRM systems, ERP systems, website builders, marketing automation tools, communication tools, analytics tools, customer management tools, inventory management tools, accounting tools, mobile applications, and any related services provided by BrainPack (collectively, the "Services").

 

2. DEFINITIONS

For purposes of these Terms:

"Account" Means any account, workspace, organization account, tenant, portal, login credentials, API credentials, or other access mechanism provided by BrainPack.

"Affiliate" Means any entity controlling, controlled by, or under common control with a party.

"AI Services" Means any artificial intelligence functionality, machine learning functionality, predictive system, large language model ("LLM"), generative artificial intelligence service, natural language processing service, recommendation engine, autonomous agent, workflow automation tool, decision support system, or other AI-related feature made available through the Services.

"AI Output" Means any content, recommendation, text, image, video, audio, code, report, insight, prediction, analysis, workflow, communication, summary, calculation, response, suggestion, automation, or other result generated or assisted by AI Services.

"Customer Data" Means all data, information, content, records, communications, files, documents, databases, customer records, employee records, leads, contacts, images, videos, audio files, text, prompts, configurations, and materials submitted, uploaded, transmitted, stored, generated, or processed by Customer through the Services.

"Order" Means any subscription order, proposal, quotation, statement of work, purchase order, online checkout, subscription form, order form, renewal, upgrade, or commercial agreement executed between Customer and BrainPack.

"Subscription Term" Means the period during which Customer is authorized to access and use the Services.

"Third-Party Services" Means software, services, APIs, infrastructure, cloud providers, artificial intelligence providers, payment providers, communication providers, analytics providers, hosting providers, or any other third-party technologies used in connection with the Services.

3. ACCEPTANCE OF TERMS

These Terms form part of the BrainPack Legal Framework.

Customer becomes legally bound by these Terms upon:

(a) electronically accepting the BrainPack Legal Framework through BrainPack'sdesignated onboarding, activation, registration, or contracting process;
(b) executing an Order Form, Statement of Work, Enterprise Agreement, or other commercial agreement with BrainPack;
(c) accessing or using the Services following such acceptance.

Visiting BrainPack's public website, requesting information, or communicating with BrainPack does not, by itself, create a contractual relationship or bind any person to these Terms.

If Customer accepts these Terms on behalf of a legal entity, Customer represents and warrants that it has full authority to legally bind such entity.

If you access the Services on behalf of a company, organization, government body, partnership, or other legal entity, you represent and warrant that you possess authority to bind such entity to these Terms.

4. ELIGIBILITY

Customer represents and warrants that:

• it possesses full legal capacity;
• it is not prohibited from receiving the Services under applicable law;
• all registration information provided is accurate;
• it will maintain accurate information at all times.

BrainPack reserves the right to reject any application, registration, subscription, or request for Services in its sole discretion.

 

5. CUSTOMER TYPES

BrainPack may provide Services to:

Individual Users
Natural persons using the Services.

Business Customers
Companies, partnerships, organizations, governmental entities, associations, and commercial enterprises.

Enterprise Customers
Customers receiving customized commercial arrangements, enterprise-level support, service-level commitments, custom development, integrations, or dedicated infrastructure.

Additional agreements may apply to Enterprise Customers.

In case of conflict, the following order of precedence shall apply:

1. Enterprise Agreement
2. Order Form
3. Service Level Agreement
4. Data Processing Agreement
5. These Terms

 

6. LICENSE GRANT

Subject to compliance with these Terms and payment of all applicable fees, BrainPackgrants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable Subscription Term solely for Customer's internal business operations.

No ownership rights are transferred to Customer.

All rights not expressly granted are reserved by BrainPack.

 

7. AI SERVI​CES

Customer acknowledges that BrainPack may utilize, integrate, access, connect to, rely upon, or otherwise make use of:

• Large Language Models (LLMs);
• Generative Artificial Intelligence systems;
• Machine Learning systems;
• Neural Networks;
• Autonomous AI Agents;
• Predictive Systems;
• Third-Party AI Providers;
• Proprietary AI technologies;
• Future AI technologies not yet developed.

BrainPack may modify, replace, add, remove, upgrade, downgrade, substitute, or discontinue any AI model, AI provider, AI technology, AI functionality, or AI infrastructure at any time and without notice.

BrainPack shall have no obligation to identify, disclose, or continuously use any specific AI provider, model, vendor, architecture, framework, or technology.

Customer acknowledges that AI Services may rely on third-party infrastructure and providers.

Customer expressly authorizes BrainPack to utilize AI Services in connection with the operation, enhancement, maintenance, delivery, support, automation, analysis, and improvement of the Services.

 

8. AI OUTPUT

Customer acknowledges and agrees that:

• AI Output may:
• be inaccurate;
• be incomplete;
• contain errors;
• contain hallucinations;
• omit material information;
• become outdated;
• contain biases;
• conflict with applicable law;
• conflict with professional standards.

AI Output is provided for informational purposes only.

Customer remains solely responsible for:

• reviewing AI Output;
• validating AI Output;
• verifying accuracy;
• determining suitability;
• making final decisions.

BrainPack does not warrant that AI Output:

• is accurate;
• is complete;
• is reliable;
• is lawful;
• is unique;
• is non-infringing.

Customer shall not rely on AI Output without independent verification.

BrainPack shall not be liable for any loss arising from Customer's use of AI Output.

 

9. THIRD-PARTY SERVICES

The Services may incorporate Third-Party Services.

BrainPack does not control such Third-Party Services and shall not be responsible for:

• availability;
• performance;
• outages;
• functionality;
• security incidents;
• acts or omissions of third parties.

BrainPack may change Third-Party Services at any time without notice.

 

10. ACCOUNTS

Customer is responsible for:

• safeguarding credentials;
• maintaining account security;
• restricting unauthorized access;
• all activities occurring through its Account.

Customer shall immediately notify BrainPack of any suspected security breach.

BrainPack may suspend access if it reasonably believes security has been compromised.

 

11. CUSTOMER RESPONSIBILITIES

Customer shall:

• comply with all applicable laws;
• comply with export controls;
• comply with privacy laws;
• maintain appropriate consents;
• maintain required notices;
• maintain lawful authority to process Customer Data.

Customer is solely responsible for all Customer Data.

 

12. PROHIBITED ACTIVITIES

Customer shall not:

• reverse engineer;
• decompile;
• disassemble;
• scrape;
• benchmark publicly;
• bypass limitations;
• interfere with security;
• upload malware;
• conduct penetration testing without approval;
• create competing products using the Services;
• access source code;
• sublicense Services;
• resell Services unless authorized.

 

CUSTOMER DATA | PRIVACY | CONFIDENTIALITY | INTELLECTUAL PROPERTY

 

13. CUSTOMER DATA

13.1 Ownership of Customer Data

As between the parties, Customer shall retain all right, title, and interest in and to Customer Data.

Except as expressly provided herein, nothing in these Terms transfers ownership of Customer Data to BrainPack.

BrainPack acquires no ownership rights in Customer Data.

 

13.2 License Granted to BrainPack

Customer hereby grants BrainPack, its Affiliates, subcontractors, service providers, hosting providers, artificial intelligence providers, subprocessors, and infrastructure providers a worldwide, non-exclusive, royalty-free license to:

• host;
• process;
• store;
• copy;
• transmit;
• display;
• reproduce;
• analyze;
• organize;
• backup;
• encrypt;
• index;
• transform;
• transfer;

Customer Data solely to the extent reasonably necessary to:

(a) provide the Services;
(b) secure the Services;
(c) maintain the Services;
(d) improve the Services;
(e) comply with legal obligations;
(f) investigate violations of these Terms;
(g) protect BrainPack's legal rights.

 

13.3 Aggregated and De-Identified Data

Customer acknowledges and agrees that BrainPack may generate, collect, derive, create, analyze, utilize, commercialize, license, publish, disclose, distribute, and otherwise exploit:

• aggregated data;
• anonymized data;
• de-identified data;
• statistical information;
• benchmarking information;
• performance metrics;
• machine learning datasets;
• operational analytics;

provided that such information does not identify Customer or any identifiable natural person.

All rights in such aggregated and de-identified information shall belong exclusively to BrainPack.

 

13.4 Customer Responsibility

Customer represents and warrants that:

(a) it possesses all rights necessary to provide Customer Data;
(b) Customer Data does not violate applicable law;
(c) Customer Data does not infringe third-party rights;
(d) Customer Data may lawfully be processed through the Services.

Customer shall bear sole responsibility for all Customer Data.

 

14. DATA PROTECTION

14.1 General

Each party shall comply with applicable data protection laws.

Nothing in these Terms shall be interpreted as limiting any mandatory obligations imposed by applicable privacy legislation.

 

14.2 Data Processing

Where BrainPack processes personal data on behalf of Customer, the parties acknowledge that:

(a) Customer acts as Data Controller;
(b) BrainPack acts as Data Processor;

unless otherwise required by applicable law.

The parties may execute a separate Data Processing Agreement ("DPA"), which shall prevail in case of conflict.

 

14.3 International Transfers

Customer acknowledges that BrainPack may process data in multiple jurisdictions.

Customer authorizes BrainPack to transfer Customer Data across jurisdictions where reasonably necessary for:

• hosting;
• support;
• backup;
• disaster recovery;
• artificial intelligence services;
• infrastructure services;
• cybersecurity services.

BrainPack shall implement appropriate safeguards where required by applicable law.

 

15. ARTIFICIAL INTELLIGENCE PROCESSING

Customer acknowledges and agrees that BrainPack may use Customer Data, prompts, instructions, requests, workflow data, user interactions, operational information, and other submitted information in connection with AI Services.

Such processing may include:

• natural language processing;
• classification;
• summarization;
• extraction;
• automation;
• recommendation engines;
• predictive analytics;
• workflow optimization;
• content generation;
• code generation;
• image generation;
• data enrichment;
• conversational interfaces.

BrainPack may utilize:

• proprietary AI systems;
• open-source AI systems;
• third-party AI systems;
• future AI technologies.

BrainPack may replace or modify AI technologies at any time.

 

15.1 AI Training Restrictions

Unless expressly agreed otherwise in writing, BrainPack shall not intentionally use Customer's identifiable confidential information to train public foundation models owned by unrelated third parties.

Nothing herein shall restrict:

• transient processing;
• inference processing;
• security processing;
• de-identified analytics;
• service improvement activities.

 

16. DATA SECURITY

16.1 Security Measures

BrainPack shall implement commercially reasonable administrative, technical, organizational, and physical safeguards designed to protect Customer Data against:

• unauthorized access;
• unauthorized disclosure;
• accidental destruction;
• accidental loss.

BrainPack does not warrant that any system is completely secure.

Customer acknowledges that no software, network, platform, or infrastructure can guarantee absolute security.

 

16.2 Security Incidents

BrainPack shall use commercially reasonable efforts to investigate confirmed Security Incidents affecting Customer Data.

BrainPack may notify affected Customers where legally required or where BrainPackreasonably determines such notification to be appropriate.

 

17. BACKUPS AND DISASTER RECOVERY

BrainPack may perform backups, snapshots, replications, disaster recovery procedures, and redundancy operations.

Unless otherwise expressly agreed in writing:

(a) backups are provided for operational purposes;
(b) BrainPack does not guarantee recovery of specific data;
(c) BrainPack does not guarantee restoration timeframes;
(d) BrainPack may charge additional fees for restoration requests.

Nothing herein creates a service-level commitment.

 

18. DATA EXPORT

During an active Subscription Term and subject to payment of all fees, Customer may request export of Customer Data in a standard format determined by BrainPack.

BrainPack shall have no obligation to provide:

• source code;
• internal architecture;
• proprietary formats;
• system logic;
• custom software;
• custom integrations;
• proprietary workflows.

 

19. CONFIDENTIALITY

19.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, including:

• software;
• source code;
• architecture;
• business plans;
• customer information;
• pricing;
• financial information;
• security information;
• technical information;
• trade secrets;
• AI models;
• algorithms;
• datasets.

 

19.2 Mutual Confidentiality Obligations

Receiving Party shall:

(a) protect Confidential Information using at least reasonable care;
(b) use Confidential Information solely for purposes of these Terms;
(c) not disclose Confidential Information except as permitted herein.

 

19.3 Exclusions

Confidential Information shall not include information that:

(a) becomes publicly available without breach;
(b) was lawfully known prior to disclosure;
(c) is independently developed;
(d) is lawfully obtained from third parties.

 

19.4 Compelled Disclosure

Receiving Party may disclose Confidential Information where required by law, regulation, court order, governmental authority, or regulatory obligation.

 

19.5 Duration

Confidentiality obligations shall survive termination of these Terms for five (5) years.

Trade secrets shall remain protected for so long as they retain trade secret status under applicable law.

 

20. INTELLECTUAL PROPERTY

20.1 Ownership of Services

BrainPack and its licensors retain all rights, title, and interest in and to:

• Services;
• Software;
• Source Code;
• Databases;
• APIs;
• Models;
• Algorithms;
• AI Systems;
• Documentation;
• Interfaces;
• Know-how;
• Workflows;
• Designs;
• Trade Secrets.

No ownership rights are transferred to Customer.

 

20.2 Custom Development

Any and all:

• custom developments;
• integrations;
• connectors;
• modules;
• enhancements;
• modifications;
• custom workflows;
• custom automations;
• extensions;
• derivative works;

developed by BrainPack shall remain the exclusive property of BrainPack unless otherwise expressly agreed in writing.

Customer acknowledges that fees paid for development services do not constitute a purchase of intellectual property rights.

20.3 Feedback

Any suggestion, recommendation, idea, enhancement request, correction, proposal, feedback, or improvement submitted by Customer may be used by BrainPack without restriction and without compensation.

BrainPack shall own all rights arising from such Feedback.

20.4 Reservation of Rights

All rights not expressly granted herein are reserved by BrainPack.

21. FEES AND PAYMENT

21.0 COMMERCIAL TERMS GOVERNANCE

Commercial terms, including fees, billing frequency, payment terms, deployment scope, subscription term, implementation services, AI allocations, service quantities, and any customer-specific commercial arrangements, shall be exclusively governed by the applicable Order Form, Enterprise Agreement, Statement of Work, or other signed commercial document executed between the parties.

In the event of any conflict between these Terms and such commercial document, the commercial document shall prevail solely with respect to commercial matters.

21.1 Fees

Customer shall pay all fees specified in the applicable Order, Subscription Plan, Order Form, Proposal, Statement of Work, quotation, online checkout page, or other commercial agreement executed between the parties ("Fees").

Unless expressly stated otherwise:

(a) all Fees are payable in advance;
(b) all Fees are non-cancellable;
(c) all Fees are non-refundable;
(d) all Fees are stated exclusive of taxes.

21.2 Payment Methods

BrainPack may accept payment through:

• credit cards;
• debit cards;
• wire transfers;
• electronic funds transfers;
• cryptocurrency payments;
• digital wallets;
• online payment processors;
• other payment methods designated by BrainPack.

BrainPack may change available payment methods at any time.

21.3 Taxes

Customer shall be responsible for all:

• VAT;
• GST;
• sales taxes;
• use taxes;
• withholding taxes;
• duties;
• governmental charges;

associated with the Services, excluding taxes imposed on BrainPack's net income.

Where BrainPack is required to collect taxes, such taxes shall be added to Customer invoices.

21.4 Currency

BrainPack may invoice in:

• EUR;
• USD;
• GBP;
• ILS;

• any other currency determined by BrainPack.

BrainPack shall determine applicable exchange rates where required.

22. SUBSCRIPTIONS

22.1 Subscription Term

Services are provided on a subscription basis.

The Subscription Term shall commence on the Effective Date and continue for the period specified in the applicable Order.

Subscription periods may include:

• monthly;
• quarterly;
• annual;
• multi-year;
• custom enterprise terms.

 

22.2 Additional Users

Customer may purchase additional:

• users;
• seats;
• workspaces;
• organizations;
• storage;
• functionality;
• modules;

during the Subscription Term.

Additional purchases may become co-terminous with the existing Subscription Term.

 

22.3 Upgrades

Customer may upgrade subscription plans during the Subscription Term.

BrainPack may immediately charge the applicable upgrade fees.

 

22.4 Downgrades

Downgrades shall become effective only upon renewal of the applicable Subscription Term unless otherwise approved by BrainPack.

BrainPack may charge administrative fees relating to downgrades.

 

23. AUTOMATIC RENEWAL

Unless otherwise stated in the applicable Order:

(a) all subscriptions automatically renew;
(b) each renewal shall occur for a period equal to the preceding Subscription Term;
(c) BrainPack may charge Customer's designated payment method automatically.

 

23.1 Notice of Non-Renewal

Customer may elect not to renew by providing written notice at least thirty-one (31) days before expiration of the current Subscription Term.

Failure to provide timely notice shall constitute authorization for renewal.

 

23.2 Pricing Changes

BrainPack may modify subscription pricing upon renewal.

Updated pricing shall apply beginning with the next renewal term.

 

24. INVOICES

BrainPack may issue invoices electronically.

Customer agrees that electronic invoices satisfy any legal requirement for written invoices.

Customer shall maintain accurate billing information at all times.

 

25. LATE PAYMENTS

25.1 Overdue Amounts

Any overdue amount may accrue interest at the lesser of:

(a) 1.5% per month; or
(b) the maximum amount permitted by applicable law.

 

25.2 Collection Costs

Customer shall reimburse BrainPack for reasonable costs incurred in collecting overdue amounts, including:

• legal fees;
• court costs;
• collection agency fees;
• enforcement expenses.

26. PAYMENT DISPUTES

Customer shall notify BrainPack in writing of any billing dispute within fifteen (15) days following the applicable invoice date.

Failure to provide timely notice shall constitute acceptance of the invoice.

Undisputed amounts shall remain payable during dispute resolution.

27. CHARGEBACKS

Customer shall not initiate chargebacks, payment reversals, or payment disputes in bad faith.

Where BrainPack reasonably determines that a chargeback was initiated fraudulently, abusively, or without legitimate grounds, BrainPack may:

(a) suspend Services;
(b) terminate Services;
(c) recover associated costs;
(d) pursue legal remedies.

Nothing herein limits Customer's rights under mandatory consumer protection laws.

28. NO REFUNDS

Except where required by applicable law or expressly approved by BrainPack in writing:

(a) Fees are non-refundable;
(b) unused subscription periods are non-refundable;
(c) setup fees are non-refundable;
(d) implementation fees are non-refundable;
(e) support fees are non-refundable;
(f) development fees are non-refundable.

29. SUSPENSION

BrainPack may immediately suspend access to all or part of the Services where:

(a) Customer breaches these Terms;
(b) Customer fails to pay Fees;
(c) Customer creates a security risk;
(d) Customer violates applicable law;
(e) Customer's activities may expose BrainPack to liability;
(f) Customer's use threatens the integrity, availability, or security of the Services.

29.1 Effect of Suspension

During suspension:

(a) Customer may lose access to Services;
(b) Customer may lose access to Customer Data;
(c) Fees shall continue to accrue;
(d) BrainPack shall have no liability arising from such suspension.

30. TERMINATION

30.1 Termination by Customer

Customer may terminate:

(a) at expiration of the applicable Subscription Term; or
(b) pursuant to an express contractual termination right.

Customer shall remain liable for all Fees incurred prior to termination.

30.2 Termination by BrainPack

BrainPack may terminate these Terms or any Subscription:

(a) immediately for material breach;
(b) for non-payment;
(c) for unlawful conduct;
(d) for security concerns;
(e) for fraud;
(f) where required by law;
(g) upon written notice for convenience.

30.3 Material Breach

A material breach includes:

• unauthorized access;
• infringement of intellectual property;
• violation of applicable law;
• misuse of AI Services;
• prohibited activities;
• repeated policy violations.

31. EFFECT OF TERMINATION

Upon termination:

(a) all rights granted to Customer immediately cease;
(b) Customer shall discontinue use of the Services;
(c) BrainPack may disable access;
(d) outstanding Fees become immediately due;
(e) Customer shall remain bound by surviving provisions.

32. DATA RETENTION AFTER TERMINATION

Following termination, BrainPack may retain Customer Data for a limited period determined by BrainPack for:

• operational purposes;
• backup purposes;
• compliance purposes;
• dispute resolution purposes.

BrainPack shall have no obligation to retain Customer Data indefinitely.

33. DATA DELETION

Unless otherwise required by law:

(a) BrainPack may permanently delete Customer Data after expiration of applicable retention periods;
(b) deleted data may become irretrievable;
(c) BrainPack shall not be liable for deleted data following expiration of retention periods.

Customer remains solely responsible for maintaining independent backups of important information.

34. DATA EXPORT FOLLOWING TERMINATION

Provided that:

(a) Customer submits a timely request;
(b) Customer has paid all outstanding Fees;
(c) no legal restrictions apply;

BrainPack may provide a copy of Customer Data in a standard format selected by BrainPack.

BrainPack shall not be obligated to provide:

• source code;
• databases in native architecture;
• proprietary structures;
• custom software;
• custom integrations;
• proprietary configurations.

35. SURVIVAL

The following provisions shall survive termination:

• Intellectual Property;
• Confidentiality;
• Fees owed;
• Indemnification;
• Limitation of Liability;
• Disclaimer;
• Governing Law;
• Dispute Resolution;
• Data Rights;
• Any provision which by its nature should survive.

 

36. MUTUAL AUTHORITY

Each party represents and warrants that:

(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
(b) it possesses full authority to enter into these Terms;
(c) execution of these Terms does not violate any agreement binding upon it;
(d) these Terms constitute a valid and binding obligation enforceable against it.

 

37. CUSTOMER WARRANTIES

Customer represents, warrants, and covenants that:

(a) Customer possesses all rights necessary to use the Services;
(b) Customer possesses all rights necessary to provide Customer Data;
(c) Customer has obtained all required consents, permissions, notices, approvals, and authorizations;
(d) Customer shall comply with all applicable laws and regulations;
(e) Customer shall not use the Services in a manner that violates third-party rights.

Customer shall remain solely responsible for ensuring that its use of the Services complies with:

• privacy laws;
• employment laws;
• consumer protection laws;
• export control laws;
• sanctions regulations;
• intellectual property laws;
• industry-specific regulations.

 

38. LIMITED SERVICE WARRANTY

BrainPack warrants solely that:

(a) it possesses the authority to provide the Services;
(b) it will provide the Services using commercially reasonable skill and care.

Except as expressly stated herein, no warranties are provided.

 

39. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED: "AS IS", "AS AVAILABLE", "WITH ALL FAULTS", WITHOUT WARRANTIES OF ANY KIND.

BRAINPACK EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• TITLE;
• NON-INFRINGEMENT;
• QUIET ENJOYMENT;
• DATA ACCURACY;
• DATA COMPLETENESS;
• SYSTEM AVAILABILITY.

39.1 No Warranty of Availability

BrainPack does not warrant that:

• Services will be uninterrupted;
• Services will be error-free;
• Services will be available at all times;
• Services will be free from vulnerabilities;
• Services will operate without delay.

Scheduled maintenance, emergency maintenance, upgrades, outages, and interruptions may occur.

 

39.2 No Warranty Regarding Results

BrainPack does not warrant that:

• business objectives will be achieved;
• sales will increase;
• leads will increase;
• revenue will increase;
• productivity will improve;
• costs will decrease;
• marketing campaigns will succeed.

Customer remains solely responsible for all business decisions.

 

40. ARTIFICIAL INTELLIGENCE DISCLAIMER

Customer expressly acknowledges that AI Services involve inherent uncertainty.

AI Services may:

• generate inaccurate information;
• generate fabricated information;
• omit relevant information;
• contain biases;
• generate content similar to content generated for other users;
• generate content that conflicts with legal, financial, medical, accounting, regulatory, or professional standards.

 

40.1 No Professional Advice

AI Output shall not constitute:

• legal advice;
• accounting advice;
• tax advice;
• medical advice;
• investment advice;
• financial advice;
• regulatory advice;
• engineering advice.

Customer shall obtain independent professional advice where required.

40.2 Human Review Requirement

Customer shall be solely responsible for reviewing, validating, approving, and verifying all AI Output before:

• publication;
• implementation;
• communication;
• execution;
• reliance.

 

40.3 No AI Accuracy Warranty

BrainPack makes no warranty regarding:

• correctness;
• originality;
• uniqueness;
• legality;
• suitability;
• completeness;

of any AI Output.

 

41. THIRD-PARTY SERVICES DISCLAIMER

BrainPack shall not be responsible for:

• third-party platforms;
• AI providers;
• cloud providers;
• hosting providers;
• payment providers;
• telecommunications providers;
• internet service providers.

Any interruption, failure, outage, security event, or degradation caused by a Third-Party Service shall not constitute a breach by BrainPack.

 

42. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAINPACK SHALL NOT BE LIABLE FOR:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• CONSEQUENTIAL DAMAGES;
• EXEMPLARY DAMAGES;
• PUNITIVE DAMAGES.

 

42.1 Excluded Categories of Damages

Excluded damages include:

• loss of profits;
• loss of revenue;
• loss of customers;
• loss of goodwill;
• loss of opportunities;
• loss of business value;
• business interruption;
• loss of anticipated savings;
• loss of use;
• loss of data;
• corruption of data;
• procurement of substitute services.

Whether foreseeable or unforeseeable.

 

42.2 Aggregate Liability Cap

Except for Excluded Claims (defined below), BrainPack's total aggregate liability arising from or relating to the Services shall not exceed:

THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO BRAINPACK DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

42.3 Free Services

Where Customer uses free Services, trial Services, demonstration Services, beta Services, or evaluation Services:

BrainPack's aggregate liability shall not exceed EUR 100.

 

42.4 Exclusive Remedy

The remedies expressly provided in these Terms constitute Customer's exclusive remedies.

 

43. EXCLUDED CLAIMS

The liability limitations contained herein shall not apply to:

(a) fraud;
(b) willful misconduct;
(c) liability that cannot legally be limited under applicable law.

Nothing in these Terms shall exclude liability where exclusion is prohibited by law.

 

44. RISK ALLOCATION

The parties acknowledge that:

(a) Fees reflect the allocation of risk contained herein;
(b) the liability limitations are fundamental elements of the commercial bargain;
(c) BrainPack would not provide the Services without such limitations.

45. INDEMNIFICATION BY CUSTOMER

Customer shall defend, indemnify, and hold harmless BrainPack, its Affiliates, directors, officers, employees, contractors, licensors, suppliers, successors, and assigns from and against all claims, actions, proceedings, liabilities, losses, damages, penalties, fines, costs, and expenses arising from:

(a) Customer Data;
(b) Customer's use of the Services;
(c) Customer's violation of these Terms;
(d) Customer's violation of applicable law;
(e) Customer's infringement of third-party rights;
(f)  Customer's misuse of AI Services;
(g) Customer's violation of privacy laws;
(h) Customer's instructions to BrainPack. 

 

45.1 Defense Control

BrainPack shall have the right to:

• participate in the defense;
• control the defense;
• select legal counsel.

Customer shall not settle any claim affecting BrainPack without BrainPack's prior written consent.

 

46. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS

If BrainPack reasonably determines that the Services may infringe third-party intellectual property rights, BrainPack may, at its sole option:

(a) modify the Services;
(b) replace the Services;
(c) obtain usage rights;
(d) terminate the affected Services.

Such actions shall constitute Customer's sole remedy for intellectual property infringement claims.

 

47. FORCE MAJEURE

BrainPack shall not be liable for delay, interruption, degradation, failure, or non-performance resulting from events beyond its reasonable control, including:

• acts of God;
• war;
• terrorism;
• cyberattacks;
• governmental actions;
• sanctions;
• labor disputes;
• pandemics;
• utility failures;
• internet outages;
• cloud provider failures;
• AI provider failures.

Performance shall be excused for the duration of the Force Majeure event.

 

48. INSURANCE

BrainPack may maintain insurance coverage in amounts determined solely by BrainPack.

Nothing in these Terms shall be construed as creating an obligation to maintain any specific insurance coverage unless expressly agreed in writing.

 

49. ACKNOWLEDGEMENT

CUSTOMER ACKNOWLEDGES THAT:

(a) THE SERVICES INVOLVE TECHNOLOGY RISKS;
(b) AI SERVICES INVOLVE ADDITIONAL RISKS;
(c) CUSTOMER HAS INDEPENDENTLY EVALUATED THE SERVICES;
(d) CUSTOMER HAS NOT RELIED UPON ANY REPRESENTATION EXCEPT THOSE EXPRESSLY SET FORTH IN THESE TERMS.

 

GOVERNING LAW | DISPUTE RESOLUTION | GENERAL PROVISIONS

 

50. EXPORT CONTROL AND SANCTIONS COMPLIANCE

Customer shall comply with all applicable:

• export control laws;
• economic sanctions laws;
• trade restrictions;
• anti-boycott laws;
• import regulations.

Customer represents and warrants that neither Customer nor any Authorized User:

(a) is located in a prohibited jurisdiction;
(b) is listed on any governmental sanctions list;
(c) is owned or controlled by a sanctioned party;
(d) will use the Services in violation of applicable sanctions laws.

BrainPack reserves the right to immediately suspend or terminate Services where required by applicable law or where BrainPack reasonably believes Customer's use may violate applicable sanctions laws.

 

51. COMPLIANCE WITH LAWS

Customer shall be solely responsible for ensuring that its use of the Services complies with all applicable:

• laws;
• regulations;
• directives;
• governmental requirements;
• industry standards.

BrainPack shall not be responsible for Customer's compliance obligations.

Customer remains solely responsible for obtaining:

• licenses;
• permits;
• registrations;
• authorizations;
• consents;

required for Customer's activities.

 

52. AUDIT RIGHTS

Where reasonably necessary to verify compliance with these Terms, BrainPack may request information demonstrating Customer's compliance with:

• licensing restrictions;
• user limitations;
• subscription limitations;
• applicable usage restrictions.

Customer shall reasonably cooperate with such requests.

Nothing herein shall obligate BrainPack to conduct audits.

 

53. PUBLICITY RIGHTS

Unless otherwise agreed in writing, BrainPack may identify Customer as a customer of BrainPack and may use:

• Customer name;
• Customer logo;
• Customer trademarks;

in BrainPack marketing materials, customer lists, presentations, proposals, investor materials, and websites.

Customer may request removal of such references by written notice.

BrainPack shall comply within a reasonable time.

 

54. ASSIGNMENT

Customer may not assign, transfer, delegate, sublicense, or otherwise transfer any rights or obligations under these Terms without BrainPack's prior written consent.

Any attempted assignment in violation of this Section shall be null and void.

BrainPack may assign these Terms without Customer consent in connection with:

(a) merger;
(b) acquisition;
(c) sale of assets;
(d) corporate restructuring;
(e) financing transaction;
(f)transfer of business operations.

These Terms shall bind and benefit permitted successors and assigns.

 

55. SUBCONTRACTORS

BrainPack may engage subcontractors, service providers, consultants, infrastructure providers, cloud providers, artificial intelligence providers, payment processors, support providers, and other third parties to perform portions of the Services.

BrainPack shall remain responsible for its obligations under these Terms except where otherwise provided herein.

Customer hereby authorizes such subcontracting.

 

56. NOTICES

All legal notices shall be in writing.

Notices to BrainPack shall be delivered to:

Memetech LTD
Agiou Pavlou 61
Agios Andreas
Nicosia 1007
Cyprus

and to any legal notice email address designated by BrainPack.

Notices to Customer may be delivered through:

• email;
• account notifications;
• administrative dashboard notices;
• electronic messaging systems;
• registered mail.

Electronic notices shall be deemed received upon transmission.

 

57. AMENDMENTS

BrainPack may modify these Terms from time to time.

Material modifications may be communicated through:

• website publication;
• email notification;
• account notification;
• other reasonable means.

Continued use of the Services following the effective date of modified Terms shall constitute acceptance of such modifications.

If Customer does not agree to modified Terms, Customer's sole remedy shall be to discontinue use of the Services and terminate its subscription in accordance with these Terms.

58. SEVERABILITY

If any provision of these Terms is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction:

(a) such provision shall be modified to the minimum extent necessary to render it enforceable;

or

(b) if modification is not possible, such provision shall be severed.

The remaining provisions shall remain in full force and effect.

59. NO WAIVER

Failure by BrainPack to enforce any right or provision shall not constitute a waiver of that right or provision.

Any waiver must be:

(a) in writing;
(b) expressly identified as a waiver;
(c) signed by an authorized representative of BrainPack.

No waiver shall constitute a continuing waiver.

60. RELATIONSHIP OF THE PARTIES

The parties are independent contractors.

Nothing contained herein shall create:

• partnership;
• joint venture;
• agency relationship;
• employment relationship;
• fiduciary relationship.

Neither party shall have authority to bind the other.

61. THIRD-PARTY BENEFICIARIES

Except as expressly stated herein, these Terms do not create rights in favor of any third party.

BrainPack's Affiliates, licensors, suppliers, subcontractors, and service providers may rely upon provisions intended for their benefit.

62. ORDER OF PRECEDENCE

In the event of conflict between documents, the following order shall apply:

1. Enterprise Agreement
2. Order Form
3. Statement of Work
4. Service Level Agreement
5. Data Processing Agreement
6. Acceptable Use Policy
7. Privacy Policy
8. These Terms

unless expressly stated otherwise in the applicable document.

63. GOVERNING LAW

These Terms, all Orders, all Services, all disputes, all claims, and all matters arising out of or relating to the relationship between the parties shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. 

64. EXCLUSIVE JURISDICTION

The parties irrevocably submit to the exclusive jurisdiction of the competent courts located in Cyprus.

Any dispute, claim, action, proceeding, controversy, or matter arising from or relating to:

• the Services;
• Customer Data;
• AI Services;
• Orders;
• payments;
• subscriptions;
• intellectual property;
• privacy matters;

shall be exclusively resolved before the courts of Cyprus.

64.1 Injunctive Relief

Notwithstanding the foregoing, BrainPack may seek temporary, preliminary, emergency, interlocutory, or permanent injunctive relief, equitable relief, specific performance, or similar remedies in any jurisdiction where such relief is necessary to protect:

• intellectual property;
• confidential information;
• trade secrets;
• security interests;
• proprietary rights.

65. ENTIRE AGREEMENT

These Terms, together with all incorporated documents, constitute the entire agreement between the parties and supersede all prior or contemporaneous:

• proposals;
• discussions;
• negotiations;
• representations;
• understandings;
• agreements;

whether oral or written.

66. ELECTRONIC SIGNATURES

Customer agrees that:

• electronic acceptance;
• click-through acceptance;
• electronic signatures;
• digital confirmations;
• online subscription approvals;

shall have the same legal force and effect as handwritten signatures.

Customer waives any objection based solely upon the electronic nature of such acceptance.

67. SURVIVAL

All provisions which by their nature should survive termination shall survive termination, including:

• payment obligations;
• confidentiality obligations;
• intellectual property rights;
• disclaimers;
• limitations of liability;
• indemnification obligations;
• governing law provisions;
• dispute resolution provisions;
• data provisions.

68. CONTACT INFORMATION

Questions regarding the Services or these Terms may be directed to BrainPackthrough the contact details published on the BrainPack website from time to time.

69. EFFECTIVE DATE

These Terms become effective on the earliest of:

(a) Customer's first access to the Services;
(b) Customer's first use of the Services;
(c) Customer's execution of an Order;
(d) Customer's acceptance of these Terms.

FINAL ACKNOWLEDGEMENT

BY ACCESSING OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS.

CUSTOMER FURTHER ACKNOWLEDGES THAT THE SERVICES MAY UTILIZE ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, LARGE LANGUAGE MODELS, GENERATIVE AI TECHNOLOGIES, THIRD-PARTY AI SERVICES, AND FUTURE AI TECHNOLOGIES, AND THAT CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF SUCH TECHNOLOGIES.