Terms of Service
Effective Date: April 15, 2026
These Terms of Service govern your use of Brainova AI products and services, including Brainova Talk, Brainova AI Inventory, and AI Integration Services. They cover your rights, our obligations, data ownership, billing, and how we resolve disputes.
Table of Contents
1. Acceptance of Terms
By accessing or using any Brainova AI service, creating an account, or clicking "I Agree" during registration, you agree to be bound by these Terms of Service. If you are entering into these terms on behalf of a company or organization, you represent that you have the authority to bind that entity.
If you do not agree with any part of these terms, you must not use our services. These terms apply to all users, including administrators, team members, and any person who accesses the services through your account.
2. Definitions
"Services" means all Brainova AI products, platforms, APIs, and related support, including Brainova Talk, Brainova AI Inventory, and AI Integration Services.
"Platform" means the Brainova AI web applications hosted at brainova.ai, talk.brainova.ai, and ecom.brainova.ai, along with any associated APIs and integrations.
"Customer" means the individual or entity that subscribes to and pays for the Services. The Customer is the contracting party and account owner.
"User" means any individual who accesses or uses the Services through a Customer's account, including administrators, team members, and invited collaborators.
"Content" means any text, data, files, images, audio recordings, or other materials uploaded to, generated by, or transmitted through the Services.
"Customer Data" means all data, content, and information that a Customer or its Users upload, submit, or generate through the Services. This includes call recordings, transcripts, product listings, inventory data, and business records.
3. Account Registration & Security
You must provide accurate, complete, and current information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
To the extent permitted by law, you are responsible for activity that occurs under your credentials. Please notify Brainova AI Inc. promptly at info@brainova.ai if you suspect unauthorized access so we can help secure your account.
You must be at least 18 years old to create an account
One person or entity per account unless on a team or enterprise plan
Account sharing or credential reuse across organizations is prohibited
Enterprise plans support SSO via SAML 2.0 and OIDC for centralized access management
4. Service Descriptions
Brainova AI offers three product lines, each subject to these terms and any product-specific terms communicated during onboarding.
Brainova Talk
AI voice agents for business phone systems. Brainova Talk handles inbound and outbound calls, appointment scheduling, lead qualification, and after-hours answering. The service includes call recording, transcription, and integration with your existing business tools.
Call recordings and transcripts are stored according to your configured retention policy (default: 90 days). You are responsible for complying with applicable call recording consent laws in your jurisdiction.
Brainova AI Inventory
AI-powered product research and inventory automation platform. Brainova AI Inventory automates product research, description writing, image sourcing, dimension estimation, variant detection, competitor monitoring, and Shopify publishing with configurable quality gates.
Product data processed through the platform may include information sourced from publicly available websites. You are responsible for verifying the accuracy of all AI-generated product content before publishing.
AI Integration Services
Custom AI consulting and implementation services. Includes workflow design, system integration, process automation, and ongoing support. Delivered under a separate statement of work (SOW) that defines scope, timeline, and deliverables.
AI Integration Services engagements are governed by these Terms plus the applicable SOW. If an SOW conflicts with these Terms, the SOW governs solely with respect to the work described in that SOW and only to the extent of the conflict; these Terms otherwise continue to apply in full.
5. Acceptable Use
You agree to use the Services only for lawful business purposes and in accordance with these terms. You are responsible for ensuring that all Users on your account comply with this policy.
You may not:
- × Use the Services to make robocalls, spam calls, or unsolicited bulk communications
- × Upload or transmit malware, viruses, or malicious code
- × Attempt to reverse engineer, decompile, or extract source code from the Platform
- × Resell, sublicense, or redistribute the Services without written authorization
- × Use the Services in any way that violates applicable laws or regulations
You are responsible for:
- Complying with call recording consent laws in your jurisdiction
- Reviewing AI-generated content before publishing or acting on it
- Ensuring your use of scraped or sourced product data complies with applicable laws
- Maintaining the security of your account credentials
- Obtaining necessary consents from individuals whose data you process through the Services
We reserve the right to suspend or terminate accounts that violate this Acceptable Use policy. Where possible, we will provide notice and an opportunity to cure before suspension, except in cases of imminent harm or legal obligation.
6. Customer Data & Ownership
You own your data. Customer Data remains your property at all times. Brainova AI does not acquire any ownership rights in Customer Data by virtue of providing the Services.
Customer grants Brainova AI Inc. a limited, non-exclusive, worldwide, royalty-free license to access, process, store, and transmit Customer Data solely to deliver, maintain, secure, and support the Services for Customer. This license terminates when Customer's account is closed and Customer Data is deleted in accordance with Section 13.
Aggregated analytics. Separately, Brainova AI Inc. may collect, use, and retain aggregated, de-identified statistics and metadata derived from operation of the Services — such as usage volumes, feature adoption patterns, performance metrics, and system telemetry — to operate, analyze, secure, benchmark, and report on its business. This right does not extend to the content of Customer Data (including call recordings, transcripts, or product data), and it does not authorize Brainova AI Inc. to train, fine-tune, or improve AI models using Customer Data, which requires Customer's explicit written opt-in consent.
We do not sell, rent, or share Customer Data with third parties for advertising or marketing purposes
We do not use Customer Data to train, fine-tune, or improve AI models without your explicit written opt-in consent
Customer Data is logically isolated between accounts and never commingled
You can export your data at any time through the Platform or by contacting support
7. AI-Generated Content
Our Services use artificial intelligence to generate content including, but not limited to, call transcripts, call summaries, appointment details, product descriptions, product specifications, and inventory data. This content is generated by machine learning models and is not reviewed by humans before delivery.
Important disclaimers about AI outputs:
No accuracy guarantee. AI-generated content may contain errors, omissions, or inaccuracies. We do not warrant the correctness, completeness, or reliability of any AI output.
Customer responsibility. You are solely responsible for reviewing, verifying, and approving all AI-generated content before publishing, distributing, or acting on it.
Not professional advice. AI-generated content does not constitute legal, financial, medical, or other professional advice. Consult qualified professionals for decisions requiring expert judgment.
Product data sourcing. Brainova AI Inventory may source product information from publicly available websites. We make no representations about the ownership or licensing of third-party product data.
Liability for AI outputs. Any liability of Brainova AI Inc. arising from the accuracy, completeness, reliability, or suitability of AI-generated content is expressly subject to the Limitation of Liability in Section 11, and Customer assumes responsibility for independently reviewing, verifying, and approving AI outputs before publishing, distributing, or otherwise acting on them.
8. Intellectual Property
Brainova AI Inc. Owns
The Platform and all components of the Services — including, without limitation, all software, source code and object code, algorithms, machine-learning models, model weights, embeddings, vector databases, prompts, system instructions, fine-tuning data, training datasets, templates, workflows, configurations, integrations, user interfaces, visual designs, documentation, trademarks, service marks, trade names, logos, know-how, methodologies, improvements, updates, enhancements, derivative works, and any other intellectual property developed, created, acquired, or otherwise obtained by Brainova AI Inc. in connection with the Services — are and remain the exclusive property of Brainova AI Inc. and its licensors.
This includes any intellectual property developed, refined, or improved by Brainova AI Inc. as a result of providing the Services, whether or not arising in response to Customer's use, feedback, or requests. Customer acquires no right, title, or interest in any of the foregoing except the limited license to use the Services expressly granted in these Terms.
Customer Owns
Customer Data and the specific outputs rendered to Customer from Customer Data through the Services (for example, a generated product description, call transcript, or summary) remain Customer's property.
For clarity, "outputs" refers only to the specific content delivered to Customer in the course of using the Services. "Outputs" do not include the underlying algorithms, models, model weights, embeddings, prompts, system instructions, training data, or any reusable component of the Platform used to produce those outputs, all of which remain the property of Brainova AI Inc.
Reservation of Rights; No Implied Licenses
All rights not expressly granted to Customer under these Terms are reserved by Brainova AI Inc. No license or right is granted to Customer by implication, estoppel, statute, or otherwise. Customer acknowledges that the Services are licensed, not sold, and that no transfer of ownership of any Brainova AI Inc. intellectual property is intended or effected by these Terms or by Customer's use of the Services.
Custom Deliverables (AI Integration Services)
Unless an applicable Statement of Work expressly provides otherwise in writing, Brainova AI Inc. retains all right, title, and interest in and to: (a) all pre-existing intellectual property it brings to the engagement; (b) any reusable frameworks, libraries, code, tooling, templates, prompts, models, or know-how used or developed in delivering AI Integration Services; and (c) any improvements, updates, or derivative works of the foregoing.
For custom deliverables specifically commissioned by Customer under an SOW, Brainova AI Inc. grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, perpetual license to use, modify, and internally reproduce those deliverables solely for Customer's internal business operations. Customer shall not sublicense, distribute, sell, resell, or make available the deliverables to any third party. Any reusable components embedded in the deliverables remain the property of Brainova AI Inc. and are licensed to Customer on the same terms as the deliverables in which they are embedded.
Trade Secrets
Customer acknowledges that the Platform — including its source code, algorithms, machine-learning models, model weights, embeddings, prompts, system instructions, fine-tuning data, security architecture, pricing, and product roadmaps — constitutes trade secrets and confidential information of Brainova AI Inc. Customer shall take reasonable measures to prevent unauthorized access to, disclosure of, or use of these trade secrets, and Customer is responsible for ensuring compliance by its Users.
Restrictions on Use
Customer shall not, and shall not permit any User or third party to:
- ×copy, modify, adapt, translate, distribute, sell, sublicense, rent, lease, or create derivative works of the Platform or any component of the Services;
- ×reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, model weights, training data, prompts, or other proprietary elements of the Platform, except to the minimum extent such restriction is expressly prohibited by applicable law (including any interoperability rights under the Canadian Copyright Act);
- ×use the Services, outputs, or any component of the Platform to develop, train, fine-tune, improve, or evaluate any product, service, dataset, or AI model that competes with or is substantially similar to the Services;
- ×conduct benchmarking, performance testing, or comparative analysis of the Services for publication or for any competitive purpose, without Brainova AI Inc.'s prior written consent;
- ×use any trademark, service mark, trade name, logo, or brand element of Brainova AI Inc. except as expressly authorized in writing;
- ×remove, obscure, alter, or misrepresent any proprietary notices, labels, watermarks, or attributions in the Services, outputs, or documentation.
Feedback License
Customer may, but is not obligated to, provide feedback, suggestions, requests, or ideas about the Services (collectively, "Feedback"). Customer grants Brainova AI Inc. a perpetual, irrevocable, worldwide, royalty-free, fully-paid, sublicensable, and transferable license to use, reproduce, modify, distribute, exploit, and commercialize Feedback for any purpose, including to improve, develop, and commercialize the Services, without restriction and without any obligation, attribution, or payment to Customer.
Residual Knowledge
Personnel of Brainova AI Inc. are free to retain and use general ideas, concepts, techniques, know-how, and skills learned or developed in the ordinary course of providing the Services, provided they do not disclose Customer's Confidential Information. Nothing in these Terms restricts Brainova AI Inc.'s ability to develop, market, or provide products or services that are similar to, or competitive with, Customer's business, or to engage with any other customer.
Injunctive Relief for IP Breach
Customer acknowledges that any actual or threatened breach of this Section 8 would cause Brainova AI Inc. immediate and irreparable harm for which monetary damages would be inadequate. Brainova AI Inc. is entitled to seek immediate injunctive, specific-performance, or other equitable relief in any court of competent jurisdiction, without the need to post bond or other security, in addition to any other remedies available at law or in equity.
Open-Source Components
The Services may incorporate third-party open-source software components, each of which is licensed to Customer under its respective open-source license. A list of such components and their licenses is available upon reasonable request. Brainova AI Inc. makes no representations or warranties regarding any third-party open-source component, and nothing in these Terms is intended to supersede any applicable open-source license.
9. Payment & Billing
Paid Services are billed in advance on a monthly or annual basis, depending on your selected plan. All fees are quoted in Canadian Dollars (CAD) or US Dollars (USD) as indicated during checkout and are non-refundable except as stated below.
Billing Cycle
Your subscription renews automatically at the end of each billing period. We charge the payment method on file on the renewal date. You will receive a receipt by email for each payment.
Price Changes
We may adjust pricing with at least 30 days written notice before the change takes effect. Price increases apply at the start of your next billing cycle after the notice period. You may cancel before the new price takes effect.
Refund Policy
Except as expressly stated in these Terms or required by applicable law, all fees are non-refundable. As a courtesy, Brainova AI will consider pro-rata refunds for annual subscriptions cancelled within the first 30 days of the initial subscription purchase. Monthly subscriptions continue through the end of the paid period. Service credits issued under the SLA are applied to future invoices and are not redeemable for cash.
Failed Payments
If a payment fails, we will notify you and retry the charge up to 3 times over 10 days. If payment is not received after the retry period, your account may be downgraded or suspended until the balance is resolved.
Applicable taxes (GST, HST, PST, or sales tax) are added to the fees based on your billing address. You are responsible for any taxes that Brainova AI is not required to collect.
10. Service Level Agreement
Brainova AI Inc. targets 99.9% uptime for production Services, measured monthly. We publish real-time and historical availability at status.brainova.ai. Service credits under this Section are the Customer's sole and exclusive remedy for any failure by Brainova AI to meet the uptime target.
99.9%
Uptime target
5%
Credit per 1% below target
25%
Maximum monthly credit
SLA Exclusions
The following are excluded from uptime calculations:
- — Scheduled maintenance windows communicated at least 72 hours in advance
- — Force majeure events, including natural disasters, war, civil unrest, pandemic, labor disputes, or government action
- — Outages or degradations caused by third-party services, DNS providers, phone carriers, Shopify, cloud providers, LLM providers, or internet infrastructure not operated by Brainova AI
- — Customer's integrations or any integration not operated by Brainova AI
- — Beta, preview, alpha, or experimental features identified as such
- — Downtime caused by Customer actions, misconfigurations, or violations of the Acceptable Use policy
To request service credits, submit a written claim to info@brainova.ai within 30 days of the downtime event. Credits are applied to future invoices and are not redeemable for cash or refund.
11. Limitation of Liability
Exclusion of consequential and other damages. To the maximum extent permitted by applicable law, in no event shall Brainova AI Inc. be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost data, loss of goodwill, loss of business opportunity, business interruption, cost of substitute services, or any other commercial or economic loss, however caused and regardless of the form or theory of action (whether in contract, tort (including negligence), strict liability, indemnity, statute, or otherwise), even if Brainova AI Inc. has been advised of the possibility of such damages.
Liability cap. To the maximum extent permitted by applicable law, Brainova AI Inc.'s total aggregate liability arising out of or relating to these Terms, the Services, any Statement of Work, or any related agreement — whether in contract, tort (including negligence), strict liability, indemnity, statute, or any other theory of liability, and whether for direct, indirect, incidental, special, consequential, exemplary, or punitive damages — shall not exceed the greater of (a) the total fees actually paid by Customer to Brainova AI Inc. for the affected Service in the 12 months immediately preceding the event giving rise to the claim, or (b) CAD $500. This cap applies in aggregate across all claims, causes of action, and theories of liability (and not per-claim), and represents the parties' agreed, bargained-for maximum.
Data loss expressly capped. Without limiting the foregoing, any liability of Brainova AI Inc. arising from or relating to loss of, damage to, corruption of, unauthorized access to, or unauthorized disclosure of Customer Data, call recordings, transcripts, product data, or any other data — however caused, including by security incident, breach, or negligence — is expressly subject to the Limitation of Liability in this Section 11.
AI outputs subject to cap. Any liability of Brainova AI Inc. arising from or relating to the accuracy, completeness, reliability, timeliness, or suitability of AI-generated content, outputs, transcripts, summaries, or product data generated by the Services is expressly subject to this Section 11. Customer assumes responsibility for independently reviewing, verifying, and approving AI outputs before acting on them, as set forth in Section 7.
Notice of claim. Customer must provide written notice of any claim to Brainova AI Inc. at legal@brainova.ai within 30 days after Customer first discovers (or reasonably should have discovered) the facts giving rise to the claim. Failure to give timely written notice waives the claim. This notice requirement is in addition to, and does not extend, the 12-month time limitation in Section 19 (General Provisions).
Customer's payment obligations are uncapped. Nothing in this Section 11 limits Customer's obligations to pay fees due under these Terms or any SOW, or Brainova AI Inc.'s right to recover unpaid fees together with reasonable costs of collection and enforcement (including legal fees and applicable interest).
Insurance. Any insurance maintained by Brainova AI Inc. is for its own benefit only. The existence, scope, or limits of any such insurance do not modify, expand, or waive the limitations and exclusions set forth in this Section 11, and Brainova AI Inc. is under no obligation to maintain insurance in any particular form or amount or to name Customer as an additional insured.
Basis of the bargain; essential purpose. The limitations and exclusions in this Section 11 are a fundamental and material term of these Terms, reflect an agreed allocation of risk between the parties, and are reflected in the fees charged for the Services. These limitations and exclusions apply to the maximum extent permitted by applicable law, and shall apply even if any limited remedy set forth in these Terms is found to have failed of its essential purpose, and regardless of the form of action, theory of liability, or basis for recovery.
Exceptions to the cap. The liability cap does not apply to (a) a party's express indemnification obligations under these Terms, or (b) liability that cannot be limited under applicable law (including liability for fraud, gross negligence, or willful misconduct, where not excludable).
Warranty disclaimer. The Services are provided "as is" and "as available." To the maximum extent permitted by applicable law, Brainova AI Inc. disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, uninterrupted or error-free operation, and warranties arising from course of dealing or trade usage. Brainova AI Inc. does not warrant that the Services will be secure, error-free, or free of viruses or harmful components, or that AI-generated outputs will meet Customer's requirements or be free from errors.
12. Indemnification
Your Indemnification
You agree to indemnify and hold harmless Brainova AI Inc. from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your use of the Services, (b) your violation of these terms, (c) your violation of any applicable law, or (d) content you upload, publish, or distribute through the Services.
Our Indemnification
Subject to the Limitation of Liability, Brainova AI Inc. will defend and indemnify the Customer from third-party claims that the Platform, as provided by Brainova AI Inc. and used in accordance with these Terms, directly infringes a valid Canadian or US patent, copyright, or trademark — provided the Customer (i) notifies Brainova AI Inc. promptly in writing of the claim, (ii) gives Brainova AI Inc. sole control of the defense and any settlement, and (iii) cooperates reasonably in the defense.
This indemnification does not apply to claims arising from: (i) Customer Data or content provided by the Customer or its Users; (ii) combination of the Platform with any product, service, data, or technology not provided by Brainova AI Inc.; (iii) use of the Platform in violation of these Terms or applicable law; (iv) modifications to the Platform made by anyone other than Brainova AI Inc.; or (v) continued use of the Platform after Brainova AI Inc. has notified Customer to stop or provided a modification that would have avoided the alleged infringement.
If the Platform is, or in Brainova AI Inc.'s reasonable opinion is likely to be, the subject of an infringement claim, Brainova AI Inc. may, at its sole option and expense: (a) modify the Services so they are non-infringing while preserving substantially equivalent functionality, (b) obtain a license for continued use, or (c) terminate the affected Service and refund any prepaid fees allocable to the period after termination. The foregoing states Brainova AI Inc.'s sole liability, and Customer's sole and exclusive remedy, for any third-party infringement claim.
13. Termination
By you. You may cancel your subscription at any time through your account settings or by contacting us at info@brainova.ai. Your service continues through the end of the current billing period.
By Brainova AI. We may terminate or suspend your account with 30 days written notice for any reason. We may terminate immediately, without notice, if you materially breach these terms, violate the Acceptable Use policy, or fail to pay after the retry period.
Data export window. Upon termination by either party, Customer has 30 days to export its Customer Data. After that 30-day window, Customer Data is deleted from production systems. Deletion from encrypted backups is completed within an additional 30 days in accordance with our backup rotation. Brainova AI Inc. will provide written confirmation of deletion upon reasonable Customer request.
Survival. The following Sections survive termination or expiration of these Terms: Definitions, Customer Data & Ownership (to the extent applicable), AI-Generated Content disclaimers, Intellectual Property (including the Restrictions on Use, Trade Secrets, Reservation of Rights, Feedback License, Residual Knowledge, and Injunctive Relief provisions), Payment obligations accrued prior to termination, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution (including the class-action waiver), Confidentiality, and General Provisions (including Entire Agreement, Assignment, Notices, Force Majeure, Export Controls, and Time Limitation on Claims).
14. Changes to Terms
Brainova AI Inc. may update these Terms of Service from time to time. For material changes, we will provide at least 30 days written notice before the updated terms take effect. Notice is sent via email to the address on file for the account and posted on our website.
A "material change" is a change that substantively reduces Customer's rights or materially increases Customer's obligations under these Terms. Brainova AI Inc. determines materiality in its reasonable discretion. Changes required by law, changes that reflect new features or pricing for new features, administrative or clarifying edits, and changes to sub-processor listings are not considered material.
Non-material changes (such as formatting updates, clarifications, or edits that do not adversely affect Customer's rights or obligations) may take effect immediately upon posting.
Your continued use of the Services after an update takes effect constitutes acceptance of the updated Terms. If you disagree with a material change, your sole remedy is to cancel your subscription before the updated Terms take effect; in that case, Brainova AI Inc. will consider a pro-rata refund of any prepaid fees allocable to the unused remainder of your then-current annual subscription.
15. Governing Law
These Terms of Service are governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms.
16. Dispute Resolution
We prefer to resolve disputes collaboratively. Before initiating formal proceedings, both parties agree to follow this escalation process:
Negotiation
The parties will attempt to resolve the dispute through good-faith negotiation for at least 30 days after written notice of the dispute.
Mediation
If negotiation fails, the parties will submit the dispute to mediation administered by the British Columbia International Commercial Arbitration Centre (BCICAC) or a mutually agreed mediator in British Columbia.
Binding Arbitration
If mediation fails, the dispute will be resolved by binding arbitration in British Columbia, Canada, conducted under the rules of the BCICAC. The decision of the arbitrator is final and binding on both parties.
Nothing in this Section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, including without bond or other security.
Individual Basis Only; Class Action Waiver
To the maximum extent permitted by applicable law, any dispute, claim, or controversy between the parties shall be resolved only on an individual basis. Neither party may bring or participate in any claim as a plaintiff or class member in any purported class, collective, consolidated, representative, private attorney general, or mass action. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated, and may not preside over any form of representative or class proceeding.
This waiver is a material and bargained-for term of these Terms. If any portion of this class-action waiver is found to be unenforceable by a court or arbitrator with respect to a particular claim or relief sought, that claim or relief — and only that claim or relief — shall be severed and brought in a court of competent jurisdiction in British Columbia, Canada, while the remainder of this Section and the arbitration agreement remain in full force.
17. Contact
For questions about these Terms of Service or to make a legal inquiry, contact us at:
18. Confidentiality
The parties may disclose non-public information to each other in connection with the Services. This Section governs the protection of that information.
Definition
"Confidential Information" means any non-public information disclosed, in any form, by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with these Terms that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Brainova AI Inc.'s Confidential Information includes, without limitation, the Platform, source code, algorithms, machine-learning models, model weights, embeddings, prompts, system instructions, technical documentation, security architecture, pricing, product roadmaps, and any other information reflecting Brainova AI Inc.'s know-how or trade secrets. Customer's Confidential Information includes Customer Data and any business information clearly marked or identified as confidential at the time of disclosure.
Obligations
The Receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, agents, and professional advisors who have a need to know for purposes consistent with these Terms and who are bound by written confidentiality obligations at least as protective as those set forth in this Section.
Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was lawfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (c) is lawfully received from a third party without confidentiality restriction; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.
Compelled Disclosure
If the Receiving Party is legally compelled to disclose any Confidential Information (for example, by subpoena, court order, or regulatory process), it shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose, and shall cooperate reasonably with the Disclosing Party's efforts to obtain confidential treatment.
Return or Destruction
Upon termination of these Terms or upon the Disclosing Party's written request, the Receiving Party shall return or, at the Disclosing Party's option, destroy all Confidential Information in its possession or control, and certify such destruction in writing if requested. The Receiving Party may retain copies to the extent required by applicable law or its reasonable backup, archival, or records-retention policies, provided that retained copies remain subject to this Section for as long as they are retained.
Duration
The confidentiality obligations in this Section apply during the term of these Terms and for five (5) years following termination or expiration. Obligations with respect to information that qualifies as a trade secret under applicable law continue for as long as the information qualifies as a trade secret.
Equitable Relief
The parties agree that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. Either party may seek immediate injunctive, specific-performance, or other equitable relief, without the need to post bond or other security, in addition to any other remedies available at law or in equity.
No Reverse Engineering of Confidential Information
The Receiving Party shall not use Confidential Information to reverse engineer, replicate, benchmark, or develop competing products, services, or AI models, consistent with the restrictions in Section 8 (Intellectual Property).
19. General Provisions
The following general provisions apply to these Terms and govern any matter not specifically addressed in the sections above.
Entire Agreement
These Terms, together with the Privacy Policy, the Data Processing Agreement (where applicable), and any executed Statement of Work, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral. No purchase order or other ordering document issued by Customer shall modify these Terms, even if accepted by Brainova AI Inc.
Force Majeure
Except for payment obligations, neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, war, terrorism, civil unrest, pandemic or public-health emergency, labor disputes, internet or telecommunications failures, third-party service outages, cyberattacks not caused by the affected party's negligence, or acts or orders of government.
Assignment
Customer may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without Brainova AI Inc.'s prior written consent (not to be unreasonably withheld). Brainova AI Inc. may assign these Terms freely to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
Notices
Legal notices to Brainova AI Inc. must be sent by email to legal@brainova.ai. If a physical mailing address is required for service, Customer may request the registered office address on file with the British Columbia Registry by contacting legal@brainova.ai. Notices to Customer are sent to the email address on file for the account. Notices are deemed received on the next business day after being sent by email, or three business days after being sent by courier.
Beta and Evaluation Features
Brainova AI Inc. may, from time to time, offer beta, preview, alpha, or experimental features identified as such. These features are provided "as is" and "as available," without warranty, service level, or support commitment, and may be modified, suspended, or discontinued at any time without notice or liability. Beta features are excluded from the uptime SLA and, to the maximum extent permitted by law, from any indemnification obligation of Brainova AI Inc.
Third-Party Services
The Services may integrate with or rely upon third-party products or services (including Shopify, CRMs, phone carriers, LLM providers, cloud providers, and analytics tools). Brainova AI Inc. is not responsible for the availability, accuracy, security, or performance of any third-party service, and outages, defects, or failures of such services are excluded from the uptime SLA and from Brainova AI Inc.'s liability. Customer's use of third-party services is governed by the applicable third-party terms.
Export Controls and Sanctions
Customer represents and warrants that it is not, and will not permit any User to be, (a) located in, or ordinarily resident in, a jurisdiction subject to comprehensive Canadian, US, UK, or EU trade sanctions or embargoes, or (b) a person or entity designated on any applicable sanctions or denied-party list. Customer will not use, export, or re-export the Services in violation of applicable export-control or sanctions laws. The Services are not available for use in embargoed jurisdictions.
Publicity
Brainova AI Inc. may identify Customer as a customer by name and logo in marketing materials, case studies, customer lists, and on the Brainova website. Customer may opt out by sending written notice to info@brainova.ai, and Brainova AI Inc. will stop new uses within a reasonable period after receipt.
Relationship of the Parties
The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other.
Time Limitation on Claims
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms or the Services must be commenced within twelve (12) months after the event giving rise to the claim; otherwise, the claim is permanently barred.
Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law, or, if that is not possible, reformed to best reflect the parties' original intent while remaining enforceable.
Waiver
No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. Any waiver must be in writing and signed by the waiving party, and is effective only in the specific instance and for the specific purpose for which it is given.
No Third-Party Beneficiaries
These Terms are for the sole benefit of the parties and their permitted successors and assigns, and do not confer any rights or remedies on any third party.
Headings and Interpretation
Section headings are provided for convenience only and do not affect the interpretation of these Terms. Words importing the singular include the plural and vice versa. "Including" means "including without limitation."
Frequently Asked Questions
About the Service
Yes. You can cancel your subscription at any time from your account settings or by contacting our team. Your service continues through the end of your current billing period. After cancellation, you have 30 days to export your data before it is permanently deleted.
You do. Customer Data remains your property at all times. Brainova AI only accesses and processes your data to deliver the services you subscribed to. We never sell, share, or use your data for advertising. When you leave, your data leaves with you.
After cancellation, you have a 30-day data export window to download call recordings, transcripts, product listings, and other Customer Data. After that window, Customer Data is deleted from production systems. Deletion from encrypted backups is completed within an additional 30 days in accordance with our backup rotation.
No. AI-generated content is provided as a starting point and productivity tool, not a guaranteed-accurate output. You are responsible for reviewing, editing, and approving all AI-generated content before publishing or acting on it. This applies to Brainova Talk call summaries, Brainova AI Inventory product descriptions, and any other AI outputs.
Getting Started
We target 99.9% uptime for production Services, measured monthly. If we fall below this target in any calendar month, affected customers may request service credits proportional to the downtime, up to a monthly maximum. Scheduled maintenance windows, force majeure events, outages of third-party services (such as phone carriers, Shopify, or cloud providers), and beta or preview features are excluded from uptime calculations.
We provide at least 30 days written notice before any material changes take effect. Notice is sent via email to the address on your account and posted on our website. If you disagree with a change, you can cancel your subscription before the new terms take effect.
These terms are governed by the laws of the Province of British Columbia, Canada. Any disputes that cannot be resolved through negotiation or mediation are resolved through binding arbitration in British Columbia.
No. We do not use Customer Data to train, improve, or fine-tune our AI models unless you provide explicit written opt-in consent. Your data is processed solely to deliver the services you subscribed to.
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