Version: 6.0 · Effective Date: June 15, 2026 · Last Updated: June 15, 2026
These Terms of Service (the “Terms”) constitute a legally binding agreement between bitHeads Inc., operating as brainCloud (“brainCloud”, “bitHeads”, “we”, “us”, or “our”), and the individual or legal entity accepting these Terms (“Customer”, “you”, or “your”).
These Terms govern Customer’s access to and use of the brainCloud platform, websites, APIs, SDKs, documentation, support services, artificial intelligence services, and related offerings (collectively, the “Services”).
By creating an Account, accessing the Services, clicking an acceptance button, executing an Order Form, or otherwise using the Services, Customer agrees to be bound by these Terms.
If Customer is accepting these Terms on behalf of a legal entity, Customer represents and warrants that it has full authority to bind such entity to these Terms.
brainCloud provides a cloud-based Backend-as-a-Service (“BaaS”) platform designed to support the development, operation, scaling, and live management of games, applications, and digital experiences.
The Services provide hosted backend infrastructure, APIs, SDKs, authentication services, player and user management, cloud data services, analytics, multiplayer services, commerce services, LiveOps functionality, artificial intelligence services, and related developer tooling intended to accelerate development and operation of Customer Applications.
The Services are intended primarily for software developers, game studios, publishers, application developers, digital service operators, educational institutions, and other organizations seeking cloud-hosted backend capabilities without the need to build and maintain equivalent backend infrastructure independently.
Customer represents and warrants that:
brainCloud continuously develops, improves, and modifies the Services. Functionality, APIs, SDKs, interfaces, and supporting technologies may be modified, enhanced, replaced, deprecated, or retired in accordance with these Terms.
brainCloud may modify these Terms from time to time.
Where changes are material, brainCloud will provide reasonable notice through the Services, by email, through Customer administrative interfaces, or by other reasonable means.
The updated Terms will become effective on the date specified in the updated version.
Customer’s continued use of the Services following the effective date of updated Terms constitutes acceptance of the revised Terms.
Subject to Customer’s compliance with these Terms, brainCloud grants Customer the right to access and use the Services during the applicable subscription or usage period.
The Services may include authentication, identity management, cloud storage, analytics, leaderboards, achievements, multiplayer, matchmaking, communications, commerce, LiveOps, AI-powered functionality, APIs, SDKs, development tools, and documentation.
These Terms apply solely to the publicly hosted brainCloud Backend-as-a-Service platform operated by brainCloud and do not govern customer-owned deployments, dedicated environments, private licensed deployments, BYOC deployments, professional services, or consulting engagements unless covered by a separate written agreement.
brainCloud will use commercially reasonable efforts to make the Services available in accordance with applicable service commitments. Specific commitments, if any, are described in the Service Level Agreement.
The Services may depend upon or integrate with third-party infrastructure, platforms, products, services, or content.
Certain Services may be designated as alpha, beta, preview, experimental, evaluation, early-access, or similar pre-release offerings.
brainCloud makes no representation regarding the success or performance of Customer Applications utilizing the Services.
The Privacy Policy, Cookie Policy, Acceptable Use Policy, Data Processing Agreement, Service Level Agreement, Subprocessor List, and any applicable Order Forms are incorporated into and form part of these Terms.
Order of precedence:
1. Applicable Order Form or written amendment 2. Data Processing Agreement 3. Service Level Agreement 4. These Terms 5. Remaining incorporated policies
brainCloud may publish additional policies, operational standards, security practices, artificial intelligence practices, compliance materials, or similar resources from time to time.
brainCloud may maintain a Trust Center at https://getbraincloud.com/trust/ containing information regarding privacy, security, compliance, service operations, artificial intelligence practices, subprocessors, and related topics.
“Account” means a registered account used to access, administer, configure, or otherwise utilize the Services.
“AI Input” means prompts, instructions, content, files, data, materials, or information submitted to AI Services.
“AI Output” means content, responses, recommendations, code, summaries, classifications, or other materials generated through AI Services.
“AI Services” means functionality made available through the Services that utilizes artificial intelligence, machine learning, large language models, generative technologies, recommendation systems, classification systems, or similar technologies.
“Authorized User” means an individual authorized by Customer to access or use the Services on Customer’s behalf.
“Beta Services” means Services designated as alpha, beta, preview, experimental, evaluation, early-access, or pre-release.
“Customer” means the individual or legal entity entering into these Terms.
“Customer Application” means any game, application, website, platform, service, experience, or software product operated by Customer that utilizes the Services.
“Customer Data” means all data, content, information, software, code, files, records, configurations, metadata, and materials submitted to, stored in, transmitted through, or processed by the Services on behalf of Customer.
“Data Processing Agreement” or “DPA” means the brainCloud Data Processing Agreement, as updated from time to time, governing the processing of personal data in connection with the Services.
“Documentation” means user guides, developer documentation, technical documentation, support documentation, and related materials made available by brainCloud.
“End User” means an individual who accesses or uses a Customer Application.
“End User Data” means information relating to an End User that is submitted to or processed through the Services.
“Order Form” means an ordering document, subscription agreement, quote, purchase document, online transaction, or similar commercial instrument accepted by the parties that identifies Services, pricing, support plans, or other commercial terms.
“Privacy Policy” means the brainCloud Privacy Policy, as updated from time to time, describing how brainCloud collects, uses, processes, stores, and protects personal information.
“Services” means the brainCloud platform and all associated products, services, APIs, SDKs, tools, infrastructure, support resources, AI Services, and functionality made available by brainCloud.
“Service Level Agreement” or “SLA” means the service level agreement published by brainCloud, as updated from time to time, describing applicable service commitments, service levels, support commitments, and related remedies.
“Subprocessor” means a third-party entity engaged by brainCloud to process Customer Data or End User Data in connection with providing the Services.
“Support Plan” means a support offering, support tier, support subscription, maintenance plan, technical support program, or similar support arrangement made available by brainCloud and applicable to Customer’s use of the Services.
“Third-Party Services” means products, services, content, infrastructure, APIs, software, or technology provided by parties other than brainCloud.
“Usage Data” means operational, diagnostic, telemetry, performance, utilization, statistical, and service health information relating to operation and use of the Services.
Customer may be required to establish one or more Accounts in order to access, administer, configure, or otherwise utilize the Services.
Customer agrees to provide accurate, current, complete, and truthful information during registration and throughout the term of these Terms. Customer shall promptly update registration information as necessary to maintain its accuracy.
brainCloud reserves the right to reject registrations, suspend Accounts, or terminate access where registration information is determined to be inaccurate, misleading, fraudulent, incomplete, or otherwise inconsistent with these Terms.
Customer may permit employees, contractors, consultants, agents, affiliates, and other authorized personnel to access and use the Services on Customer’s behalf.
Customer shall be responsible for managing Authorized User access, assigning permissions, removing access when no longer required, ensuring Authorized User compliance with these Terms, and all acts and omissions of Authorized Users.
Customer is solely responsible for maintaining the confidentiality and security of passwords, API keys, authentication credentials, access tokens, administrative accounts, and other credentials associated with Customer Accounts.
Customer shall immediately notify brainCloud upon becoming aware of unauthorized access, credential compromise, security incidents affecting Customer Accounts, or any suspected unauthorized use of the Services.
Customer shall ensure that API credentials are properly secured, used only for authorized purposes, not embedded in publicly accessible repositories, and rotated when compromise is suspected.
Customer is solely responsible for configuring the Services, assigning permissions, managing authentication settings, maintaining internal access controls, and monitoring use of Customer Accounts.
Where brainCloud reasonably determines that an Account poses a security risk to the Services, other customers, End Users, or third parties, brainCloud may temporarily suspend access without prior notice.
Individuals creating Accounts must be legally capable of entering into binding agreements under applicable law.
Customer shall use the Services in compliance with all applicable laws, regulations, and governmental requirements.
As between Customer and brainCloud, Customer retains all right, title, and interest in and to Customer Data.
Customer grants brainCloud a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, reproduce, display, modify, create technical copies of, and otherwise use Customer Data solely to the extent necessary to provide, maintain, support, secure, and improve the Services, comply with applicable law, and enforce these Terms.
Customer is solely responsible for the content, accuracy, legality, permissions, compliance, and consequences of processing Customer Data through the Services.
Customer shall not submit Customer Data that violates applicable law, infringes intellectual property rights, contains malware, facilitates unlawful conduct, or violates these Terms.
Customer remains responsible for maintaining backup practices appropriate for its operational requirements.
brainCloud may retain Customer Data for reasonable periods following suspension or termination to comply with legal obligations, maintain backups, resolve disputes, enforce agreements, or satisfy legitimate operational requirements.
Additional retention, deletion, backup, restoration, and legal hold requirements may be described in the Data Processing Agreement, Privacy Policy, applicable Documentation, or other policies incorporated into these Terms. In the event of a conflict relating specifically to personal data processing, the Data Processing Agreement shall control.
Where functionality is made available by brainCloud, Customer may export or retrieve Customer Data in supported formats.
Customer grants brainCloud a perpetual, irrevocable, worldwide, royalty-free right to use feedback without restriction or compensation.
Customer is solely responsible for determining what End User Data is collected, how it is processed, the lawful basis for processing, required notices and disclosures, and applicable regulatory obligations.
Customer shall provide End Users with privacy notices that satisfy applicable legal requirements and obtain required consents.
Where applicable privacy laws apply, Customer acts as controller and brainCloud acts as processor or service provider solely for purposes of providing the Services.
Customer remains responsible for responding to End User requests relating to access, correction, deletion, portability, restriction, and other privacy rights.
Customer is solely responsible for determining whether Customer Applications are directed toward children or minors and obtaining required parental consents.
Unless expressly authorized, Customer shall not submit protected health information, government identification numbers, biometric identifiers, payment card data, special categories of personal data, or other highly regulated information through the Services.
Customer acknowledges that End User Data may be processed in jurisdictions where brainCloud or approved subprocessors operate.
Where applicable privacy laws require a data processing agreement, the brainCloud Data Processing Agreement shall govern processing activities and is incorporated into these Terms by reference.
Customer acknowledges and agrees that brainCloud may collect, generate, and process Usage Data in connection with the operation of the Services.
Usage Data may include service utilization information, API metrics, platform performance metrics, diagnostic information, infrastructure utilization information, service health information, authentication logs, feature utilization statistics, and other operational and technical information relating to use of the Services.
Usage Data does not include Customer Data in identifiable form.
As between Customer and brainCloud, brainCloud retains all right, title, and interest in and to Usage Data.
brainCloud may use Usage Data to operate the Services, monitor performance, troubleshoot issues, perform capacity planning, support security monitoring, prevent fraud and abuse, provide technical support, and comply with legal obligations.
brainCloud may use Usage Data to improve existing functionality, develop new features, enhance reliability, improve security controls, improve customer experience, and evaluate platform usage trends.
This Section does not authorize use of Customer Data, End User Data, AI Inputs, or AI Outputs for model training.
brainCloud may create aggregated, anonymized, or de-identified datasets derived from Usage Data that do not identify Customers, Authorized Users, or End Users and may use such datasets for lawful business purposes.
brainCloud may publish benchmark data, platform statistics, operational metrics, industry reports, and similar materials derived from Usage Data provided such information does not identify Customer.
brainCloud may collect and analyze Usage Data for threat detection, fraud prevention, intrusion detection, abuse prevention, platform protection, and incident investigation.
brainCloud may retain Usage Data for periods reasonably necessary to operate and improve the Services, meet legal obligations, investigate incidents, support business continuity, and maintain historical operational records.
brainCloud may make AI Services available as part of the Services and may utilize artificial intelligence technologies, machine learning technologies, large language models, generative technologies, recommendation systems, classification systems, and similar technologies.
Customer remains solely responsible for AI Inputs submitted to AI Services, decisions based upon AI Outputs, verification of AI Outputs, compliance with applicable laws, and use of AI Outputs within Customer Applications.
Customer acknowledges that AI Services are probabilistic technologies and AI Outputs may be inaccurate, incomplete, outdated, misleading, biased, unexpected, offensive, or inconsistent.
brainCloud makes no representation, warranty, or guarantee regarding the accuracy, completeness, reliability, originality, non-infringement, suitability, or fitness for a particular purpose of AI Outputs.
Customer retains all right, title, and interest in and to AI Inputs submitted through the Services.
Subject to applicable law and any rights held by third parties, Customer retains ownership of AI Outputs generated on Customer’s behalf through the Services.
brainCloud will not use Customer Data, End User Data, AI Inputs, or AI Outputs to train artificial intelligence or machine learning models. This commitment applies to all publicly hosted brainCloud Services.
brainCloud may utilize approved third-party AI providers to deliver AI Services.
Where supported by the applicable provider, brainCloud will configure such services to prohibit the use of Customer Data, End User Data, AI Inputs, and AI Outputs for model training purposes.
brainCloud may add, remove, or replace AI providers from time to time and shall maintain an updated list of applicable providers through its Subprocessor List or equivalent documentation.
Third-party AI providers that process Customer Data or End User Data shall be treated as subprocessors under the Data Processing Agreement.
brainCloud may implement safeguards, restrictions, filtering mechanisms, monitoring systems, rate limits, and abuse prevention controls relating to AI Services.
Customer shall not use AI Services to generate unlawful content, facilitate fraud, generate malicious code, harass individuals, violate intellectual property rights, circumvent safety controls, or train competing AI systems using AI Outputs.
brainCloud may suspend, restrict, or terminate Customer access to AI Services where reasonably necessary to prevent abuse, protect the Services, comply with legal obligations, address security concerns, or maintain platform integrity.
Certain AI Services may be designated as Beta Services and may be subject to additional limitations, restrictions, disclaimers, and operational controls.
brainCloud may make Beta Services available to Customer from time to time. Beta Services may be designated as Alpha, Beta, Preview, Experimental, Early Access, Evaluation, or similar pre-release offerings. Customer acknowledges that Beta Services are intended for testing, evaluation, and feedback purposes and may not be suitable for production use.
brainCloud may modify, suspend, discontinue, or decline to release any Beta Service into general availability at any time and without liability. Nothing in these Terms shall create an obligation for brainCloud to continue developing, supporting, or releasing any Beta Service.
Customer acknowledges that Beta Services may contain defects, experience interruptions, produce inaccurate results, be incompatible with future releases, lack security functionality available in production services, and undergo material changes without notice. Customer assumes all risks associated with use of Beta Services.
Notwithstanding anything else in these Terms, Beta Services are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind.
Customer grants brainCloud a perpetual, irrevocable, worldwide, royalty-free, sublicensable right to use suggestions, recommendations, enhancement requests, comments, and other feedback relating to Beta Services without restriction or compensation.
Customer shall use the Services only in accordance with these Terms, applicable laws, legitimate business purposes, and in a manner that does not interfere with operation of the Services.
Customer shall not attempt unauthorized access to systems or accounts, circumvent authentication mechanisms, probe or scan vulnerabilities without authorization, conduct credential stuffing attacks, conduct brute-force attacks, interfere with security controls, or facilitate unauthorized access by third parties.
Customer shall not disrupt or interfere with the Services, abuse APIs, generate excessive load inconsistent with intended use, circumvent rate limits, use the Services to attack third parties, or attempt to degrade platform performance.
Customer shall not upload, transmit, distribute, or facilitate malware, ransomware, spyware, malicious code, viruses, or other harmful software.
Customer shall not use the Services to commit fraud, facilitate deceptive conduct, misrepresent identity, impersonate individuals or organizations, or engage in unlawful activities.
Customer shall not submit content that infringes copyrights, trademarks, trade secrets, or other intellectual property rights.
Customer shall not use AI Services to generate unlawful content, generate malicious software, circumvent safety controls, facilitate fraud, harass individuals, or train competing AI systems using AI Outputs.
brainCloud may investigate suspected violations and may suspend, restrict, remove, or terminate access where reasonably necessary to enforce these Terms or protect the Services.
Customer agrees to pay all applicable fees associated with use of the Services, including usage-based fees, subscription fees, support fees, premium service fees, and other charges identified by brainCloud.
Customer authorizes brainCloud to charge applicable fees using the payment method designated by Customer and shall maintain accurate billing information.
Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added, goods and services, withholding, and similar taxes, excluding taxes based solely on brainCloud’s income.
Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by applicable law.
Customer shall reimburse reasonable costs incurred by brainCloud in collecting overdue amounts, including reasonable legal fees and collection expenses.
brainCloud may suspend access to the Services following reasonable notice where Customer fails to pay undisputed fees when due.
brainCloud may modify pricing by providing advance notice. Continued use of the Services following the effective date of revised pricing constitutes acceptance of revised pricing.
Customer must notify brainCloud in writing of any disputed charge within sixty (60) days following the date the applicable invoice or charge was issued.
Failure to provide notice within such period constitutes Customer’s acceptance of the applicable charge and waives any claim relating to such charge, except to the extent prohibited by applicable law.
The parties shall work in good faith to resolve any billing dispute. Customer shall remain responsible for timely payment of all undisputed amounts.
brainCloud and its licensors retain all right, title, and interest in and to the Services, software, APIs, SDKs, documentation, user interfaces, technology, enhancements, and derivative works. No ownership rights are transferred to Customer.
Customer retains ownership of Customer Applications, Customer Data, branding, trademarks, and other Customer-owned content.
Customer grants brainCloud a perpetual, irrevocable, worldwide, royalty-free license to use feedback provided regarding the Services.
All rights not expressly granted under these Terms are reserved by brainCloud and its licensors.
Certain portions of the Services, SDKs, or tools may incorporate open source software governed by applicable open source licenses. Such software remains subject to those license terms.
Unless otherwise agreed in writing, brainCloud may identify Customer as a customer of the Services and may use Customer’s name, trademarks, logos, and publicly available descriptions of Customer’s products and services in customer lists, marketing materials, case studies, presentations, website content, investor materials, and similar promotional materials.
Customer may request removal from future promotional materials by providing written notice to brainCloud. Such removal shall apply on a prospective basis and shall not require withdrawal of materials already published or distributed.
The Services may integrate with cloud providers, payment processors, authentication providers, analytics providers, AI providers, marketplace providers, and other third-party services.
Customer’s use of third-party services may be governed by separate agreements between Customer and the applicable provider. brainCloud is not responsible for third-party services.
brainCloud shall not be liable for disruptions resulting from third-party outages, policy changes, service modifications, discontinuations, or security incidents.
brainCloud does not endorse and assumes no responsibility for third-party content, services, products, or websites.
brainCloud maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of the Services.
Customer remains responsible for account security, access controls, credential management, security of Customer Applications, and security of Customer environments.
brainCloud shall address security incidents in accordance with applicable laws and contractual obligations. Additional information regarding incident handling may be described in the Privacy Policy, Data Processing Agreement, or related documentation.
brainCloud may implement rate limits, abuse detection mechanisms, fraud prevention controls, monitoring systems, security controls, and operational restrictions necessary to maintain platform integrity and protect the Services.
Customer acknowledges that no security program, technology, or system can guarantee complete protection against all threats. brainCloud does not warrant that the Services will be immune from security incidents or unauthorized access.
Customer shall promptly report any suspected security vulnerability, unauthorized access, security weakness, or other issue affecting the Services upon discovery.
Customer shall not publicly disclose, publish, or communicate details of any suspected security vulnerability affecting the Services until brainCloud has had a reasonable opportunity to investigate and remediate the issue.
Nothing in this Section prohibits disclosures required by applicable law or disclosures made in accordance with an authorized vulnerability disclosure program published by brainCloud.
brainCloud will use commercially reasonable efforts to make the Services available in accordance with any applicable service commitments described in the Service Level Agreement.
Service level commitments, service credits, uptime guarantees, and related remedies apply only where expressly provided under an applicable Service Level Agreement, Support Plan, Order Form, or other written agreement with brainCloud.
brainCloud may perform scheduled maintenance, upgrades, infrastructure modifications, security updates, and other operational activities that may temporarily affect availability of the Services.
brainCloud may perform emergency maintenance without prior notice where reasonably necessary to protect the Services, address security threats, prevent service degradation, maintain platform integrity, or comply with legal obligations.
Customer acknowledges that availability of the Services may be affected by failures, outages, delays, or limitations involving third-party providers and infrastructure.
Free, trial, development, evaluation, promotional, or community accounts are not entitled to service level commitments unless expressly stated otherwise.
Availability commitments shall not apply to interruptions caused by events beyond brainCloud’s reasonable control.
brainCloud may modify, enhance, replace, improve, or remove functionality from the Services from time to time.
brainCloud may introduce new Services, features, APIs, SDKs, integrations, and functionality that may be subject to additional terms.
brainCloud may designate portions of the Services as deprecated and will provide advance notice where reasonably practical.
brainCloud may discontinue products, features, integrations, APIs, SDKs, or other functionality.
Customer remains responsible for maintaining compatibility with supported versions of APIs, SDKs, and integrations.
brainCloud may suspend access where Customer violates these Terms, violates law, fails to pay undisputed fees, creates security risks, or threatens platform integrity.
brainCloud may suspend access immediately and without prior notice where reasonably necessary to prevent harm, address security threats, investigate abuse, protect third parties, preserve platform integrity, or comply with legal obligations.
Suspension may apply to specific accounts, services, applications, users, or Customer environments.
Customer remains responsible for applicable fees and compliance obligations during suspension.
brainCloud may restore access following resolution of the underlying issue.
Customer may terminate these Terms by closing Accounts and discontinuing use of the Services.
brainCloud may terminate access for material breach, repeated violations, legal risk, commercial impracticality, or discontinuation of Services.
Access rights immediately cease and outstanding payment obligations become due.
Customer may retrieve Customer Data during any post-termination access period made available by brainCloud.
Payment obligations, intellectual property provisions, confidentiality obligations, warranty disclaimers, limitation of liability, indemnification obligations, and governing law provisions survive termination.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITH ALL FAULTS.
BRAINCLOUD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
BRAINCLOUD DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR SUITABLE FOR CUSTOMER’S PURPOSES.
CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE SUITABLE FOR CUSTOMER’S INTENDED USES.
BRAINCLOUD SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
THE FOREGOING EXCLUSION INCLUDES LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, BUSINESS INTERRUPTION, AND BUSINESS OPPORTUNITIES.
BRAINCLOUD’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE TWELVE MONTHS PRECEDING THE CLAIM.
FOR FREE, TRIAL, DEVELOPMENT, EVALUATION, OR PROMOTIONAL ACCOUNTS, LIABILITY SHALL NOT EXCEED CAD $100.
THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN.
THE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE.
Nothing in these Terms shall limit or exclude liability arising from:
Customer shall defend, indemnify, and hold harmless brainCloud, its affiliates, officers, directors, employees, contractors, licensors, and agents from and against third-party claims arising from Customer Applications, Customer Data, End User Data, Customer’s use of the Services, violations of law, violations of these Terms, intellectual property infringement by Customer content, or acts and omissions of Authorized Users.
Subject to the terms of this Section, brainCloud shall defend Customer against any third-party claim alleging that the Services, when used by Customer in accordance with these Terms and the Documentation, directly infringe a copyright, patent, trademark, or trade secret of such third party.
brainCloud shall pay any damages, settlements, costs, and expenses finally awarded against Customer or agreed to by brainCloud in settlement of such claim.
brainCloud shall have no obligation under this Section to the extent any claim arises from:
If the Services become, or in brainCloud’s reasonable opinion are likely to become, subject to an infringement claim, brainCloud may:
This Section states Customer’s exclusive remedy and brainCloud’s entire liability with respect to intellectual property infringement claims relating to the Services.
The indemnified party shall promptly notify the indemnifying party, provide reasonable cooperation, and permit control of defense and settlement.
Confidential Information means non-public information disclosed by one party to the other that is designated confidential or reasonably should be understood to be confidential.
Confidential Information excludes information that is public, previously known, independently developed, or lawfully obtained from third parties.
Each party shall:
Each party shall remain responsible for breaches of confidentiality by persons to whom it discloses Confidential Information pursuant to this Section.
Disclosure may occur where required by law, court order, or governmental authority.
Confidentiality obligations survive termination for five years, except trade secrets and Customer Data which remain protected while confidential.
Each party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate.
Accordingly, the affected party may seek injunctive relief, equitable relief, or specific performance in addition to any other remedies available at law.
Customer shall comply with applicable export control, trade compliance, and sanctions laws and shall not use the Services in violation of such laws.
These Terms shall be governed by the laws of Ontario and the federal laws of Canada applicable therein.
The parties submit to the exclusive jurisdiction of the courts located in Ottawa, Ontario, Canada.
Either party may seek injunctive relief to protect intellectual property rights, Confidential Information, or security interests.
Claims must be commenced within two years after the cause of action arises.
brainCloud may provide notices by email, dashboard notifications, website postings, or other reasonable electronic means.
Customer shall provide legal notices using contact information designated by brainCloud.
Electronic notices shall be deemed received upon transmission, posting, or publication as applicable.
AI Outputs may be generated automatically through artificial intelligence technologies without human review by brainCloud.
Customers should independently review and verify AI Outputs before relying upon them in production, legal, financial, healthcare, safety-critical, or other significant decision-making contexts.
AI Outputs do not constitute legal, financial, medical, accounting, engineering, regulatory, or other professional advice.
Customer remains solely responsible for decisions and actions resulting from AI Outputs.
These Terms constitute the entire agreement between the parties regarding the Services.
If any provision is unenforceable, the remaining provisions remain in effect.
Failure to enforce a provision does not constitute waiver.
Customer may not assign these Terms without consent. brainCloud may assign in connection with mergers, acquisitions, reorganizations, or transfers of substantially all assets.
The parties are independent contractors.
These Terms create no third-party beneficiary rights except as expressly stated.
Neither party shall be liable for delays or failures caused by events beyond reasonable control.
Headings are for convenience only and do not affect interpretation.
Questions regarding the Services or these Terms may be directed to brainCloud at <le***@***********ud.com>. brainCloud may maintain separate channels for legal, privacy, security, support, and compliance matters.
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