Terms of Service

Agreement to Terms

Welcome to Braintelligence.ai. These Terms of Service ("Terms") govern your access to and use of our website, services, and products (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, do not use our Services.

These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Braintelligence.ai ("Company," "we," "us," or "our"), a business operating in Summerland, British Columbia, Canada.

1. Description of Services

Braintelligence.ai provides AI consulting, automation, and digital transformation services through our Prosperity Packs framework. Our services include but are not limited to:

• AI strategy and implementation consulting
• Accessible AI system design (WCAG AA compliant)
• Process automation and workflow optimization
• AI ethics and compliance guidance
• Training and support for AI adoption
• Custom AI solutions development

Specific service details, deliverables, timelines, and pricing are outlined in individual service agreements or proposals.

2. Eligibility

By using our Services, you represent and warrant that:

• You are at least 18 years old
• You have the legal capacity to enter into binding contracts
• You are not prohibited from using the Services under Canadian or applicable international law
• If representing an organization, you have authority to bind that organization to these Terms

3. User Accounts and Registration

Certain Services may require you to create an account or provide information. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities under your account

We reserve the right to suspend or terminate accounts that violate these Terms or are inactive for extended periods.

4. Acceptable Use

4.1 Permitted Use

You may use our Services only for lawful purposes and in accordance with these Terms. You agree to use the Services in a manner consistent with applicable laws and regulations.

4.2 Prohibited Activities

You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Services to transmit harmful code (viruses, malware, etc.)
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Services or servers/networks connected to them
• Impersonate any person or entity or falsely state your affiliation
• Collect or harvest personal information from other users
• Use automated systems (bots, scrapers) without our written permission
• Reverse engineer, decompile, or disassemble any part of the Services
• Remove, alter, or obscure any copyright, trademark, or proprietary notices
• Use the Services to develop competing products or services
• Engage in any activity that harms or exploits children

5. Intellectual Property Rights

5.1 Our Property

All content, features, and functionality of the Services, including but not limited to text, graphics, logos, icons, images, audio, video, software, and compilation thereof (collectively, "Content"), are the exclusive property of Braintelligence.ai or our licensors and are protected by Canadian and international copyright, trademark, and other intellectual property laws.

Trademarks including "Braintelligence," "Prosperity Packs," and "Cell System" are proprietary to Braintelligence.ai. You may not use these trademarks without our prior written consent.

5.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your intended business purposes.

5.3 User Content

You retain ownership of any content you provide to us ("User Content"). By providing User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display the User Content solely for the purpose of providing Services to you.

5.4 Feedback

If you provide feedback, suggestions, or ideas about our Services, you grant us the right to use and implement such feedback without compensation or attribution to you.

6. Payment Terms

6.1 Fees

Fees for Services are specified in service agreements, proposals, or invoices. All fees are in Canadian Dollars (CAD) unless otherwise stated.

6.2 Payment

Payment terms are outlined in individual service agreements. Typical terms include:

• Deposit or retainer required before work begins
• Progress payments based on milestones
• Final payment upon project completion
• Net 30 days for monthly retainer agreements

6.3 Late Payments

Late payments may be subject to interest charges of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less. We reserve the right to suspend Services for accounts in arrears.

6.4 Refunds

Refund policies are specified in individual service agreements. Generally:

• Deposits are non-refundable once work begins
• Work completed to date is billable and non-refundable
• Unused retainer balances may be refundable subject to agreement terms

7. Service Agreements

Engagement for specific Services is governed by individual service agreements, statements of work, or proposals (collectively, "Service Agreements"). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement takes precedence for that specific engagement.

Service Agreements typically include:

• Scope of work and deliverables
• Timeline and milestones
• Fees and payment schedule
• Confidentiality provisions
• Intellectual property ownership
• Termination conditions

8. Warranties and Disclaimers

8.1 Professional Services

We will provide Services in a professional and workmanlike manner consistent with industry standards. However, results may vary based on numerous factors outside our control.

8.2 No Guarantees

We do not guarantee specific outcomes or results from our Services. AI implementation success depends on many factors including client resources, data quality, organizational readiness, and market conditions.

8.3 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

We do not warrant that:

• The Services will be uninterrupted, secure, or error-free
• Results obtained from the Services will be accurate or reliable
• Any errors in the Services will be corrected
• The website or servers are free from viruses or harmful components

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• IN NO EVENT SHALL BRAINTELLIGENCE.AI, ITS DIRECTORS, EMPLOYEES, PARTNERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES.
• OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM OR $1,000 CAD, WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Braintelligence.ai, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property, privacy, or publicity rights
• Your User Content
• Any dispute between you and a third party

11. Confidentiality

Both parties agree to maintain the confidentiality of any confidential information disclosed during the course of Services. Confidential information includes business plans, technical information, client data, financial information, and any information marked as confidential.

Confidentiality obligations survive termination of these Terms and continue for a period of 5 years unless a different period is specified in a Service Agreement.

More detailed confidentiality provisions may be included in individual Service Agreements or separate Non-Disclosure Agreements (NDAs).

12. Term and Termination

12.1 Term

These Terms remain in effect while you use the Services or maintain an account with us.

12.2 Termination by You

You may terminate your use of the Services at any time by discontinuing use and notifying us if you have an active service agreement.

12.3 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including if you:

• Breach these Terms
• Fail to pay fees when due
• Engage in fraudulent, abusive, or illegal activities
• Harm or threaten to harm us, our employees, or other users

12.4 Effect of Termination

Upon termination:

• Your right to use the Services immediately ceases
• You remain liable for all fees incurred prior to termination
• We may delete your account and data (subject to retention requirements in our Privacy Policy)
• Provisions that by their nature should survive (e.g., intellectual property, disclaimers, limitations of liability) continue in effect

13. Dispute Resolution

13.1 Informal Resolution

Before initiating formal proceedings, you agree to contact us and attempt to resolve any disputes informally. Contact us at hello@braintelligence.ai with a detailed description of the dispute.

13.2 Mediation

If informal resolution fails, both parties agree to attempt mediation before pursuing litigation. Mediation shall be conducted by a mutually agreed mediator in British Columbia, Canada.

13.3 Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of British Columbia, Canada, and you consent to the jurisdiction of such courts.

13.4 Class Action Waiver

You agree to bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative action.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any Service Agreements, constitute the entire agreement between you and Braintelligence.ai regarding use of the Services.

14.2 Amendments

We reserve the right to modify these Terms at any time. We will notify users of material changes by email and/or by posting a notice on our website. Continued use of the Services after changes constitutes acceptance of the updated Terms.

14.3 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

14.4 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

14.5 Assignment

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

14.6 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, pandemic, labor disputes, or internet failures.

14.7 No Agency

These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between you and Braintelligence.ai.

14.8 Third-Party Rights

These Terms do not confer any rights or remedies upon any person other than the parties to these Terms and their respective successors and permitted assigns.

15. Contact Information

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

• Email: hello@braintelligence.ai
• Phone: 1-250-490-6665
• Address: Braintelligence.ai, Summerland, British Columbia, Canada

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