Terms of Service

1. The Service

Brain is a multi-tenant operations platform that surfaces business signals, drafts proposals using AI, and — with your explicit approval — executes actions in connected systems on your behalf. Features may change as we improve the Service.

2. Accounts

To use the Service you need an account. You are responsible for keeping your sign-in credentials confidential and for all activity on your account. Notify us immediately at tamir@wolfsonequity.com if you suspect unauthorized access.

You may add additional users to your tenant (the workspace tied to your subscription). The tenant administrator is responsible for those users' conduct under these Terms.

3. Acceptable use

You agree not to:

• Use the Service to violate any law, regulation, or third-party right.
• Upload or process personal information without a lawful basis to do so.
• Reverse engineer, decompile, or attempt to extract source code from the Service, except as permitted by applicable law.
• Probe or test the Service's vulnerabilities, or interfere with its operation, other than under a written authorization from us.
• Resell, sublicense, or otherwise commercialize the Service to third parties without our written consent.
• Use the Service to send spam, malware, or any content that is unlawful, harassing, or infringing.

4. AI-assisted output

The Service uses generative AI to draft proposals, summaries, and replies. AI output can be wrong, incomplete, or misleading. You are responsible for reviewing AI-generated content before approving any action that relies on it. The Service does not provide legal, medical, financial, or tax advice. Nothing the AI produces is a substitute for professional judgement by a qualified individual.

The Service operates in an approval-gated mode by default — actions proposed by AI do not execute until you (or an authorized user) approve them. Auto-approval rules, where you choose to enable them, are limited to categories you opt into and can be paused at any time.

5. Your data

You retain all rights, title, and interest in the data you upload or otherwise make available to the Service ("Customer Data"). You grant us a limited, non-exclusive licence to host, process, and transmit Customer Data only to provide and improve the Service in accordance with our Privacy Policy.

You are responsible for ensuring that you have all necessary rights and consents to share Customer Data with the Service, including any personal health information governed by PHIPA or similar legislation. Where you act as a health information custodian, we act as your information manager and process information under your instructions.

6. Subscriptions and fees

Access to the Service is sold on a recurring subscription. The current plan and price are shown in your account. Fees are charged in advance on each renewal date through our payment processor (Payfirma). Unless required by law or expressly stated otherwise, fees are non-refundable.

Either party may decline to renew at the end of the current term by giving written notice at least thirty (30) days before the renewal date. We may change pricing on renewal by giving you at least thirty (30) days' notice; you may decline by terminating before the change takes effect.

7. Service availability

We aim for high availability but do not commit to a specific uptime percentage in these Terms. Planned maintenance will, when reasonably possible, be announced in advance. We may suspend the Service to protect it or its users from imminent risk, including security incidents.

8. Suspension and termination

We may suspend or terminate your access if you materially breach these Terms (including non-payment beyond a reasonable cure period), if your use creates a risk to the Service or other customers, or if we are required to do so by law.

On termination, you will lose access to the Service. We retain Customer Data for ninety (90) days as described in our Privacy Policy before deletion, during which you may export it.

9. Disclaimers

The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be error-free, uninterrupted, or that AI-generated output will meet your requirements.

10. Limitation of liability

To the maximum extent permitted by law, our total cumulative liability arising out of or relating to these Terms or the Service will not exceed the fees you paid to us for the twelve (12) months immediately preceding the event giving rise to the claim. Neither party will be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or loss of business, even if advised of the possibility of those damages.

Nothing in these Terms limits liability that cannot be limited under applicable law.

11. Indemnity

You will defend, indemnify, and hold us harmless from third-party claims arising out of (a) your breach of these Terms; (b) your Customer Data, including any claim that it infringes third-party rights or was processed without lawful basis; or (c) actions you approved through the Service that resulted in third-party harm.

12. Confidentiality

Each party may receive non-public information about the other in connection with the Service. Each party will protect the other's confidential information using at least the same care it uses for its own, will use it only to perform under these Terms, and will not disclose it except to its personnel and contractors with a need to know who are bound by similar obligations.

13. Changes to these Terms

We may update these Terms from time to time. The "Last updated" date at the top reflects when. Material changes will be communicated by email or in-product notice at least thirty (30) days before they take effect. Continued use after the effective date constitutes acceptance.

14. Governing law and customers outside Canada

The Service is offered to customers in both Canada and the United States. Regardless of where you are located, these Terms are governed by the laws of Ontario, Canada, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts located in Ontario, Canada for any dispute that is not first resolved through good-faith negotiation. By using the Service from outside Canada you consent to that choice of law and forum.

Nothing in this section limits any non-waivable rights you may have under the laws of your country, province, or state of residence.

15. Contact

Questions about these Terms can go to:

Wolfson Equity — Brain Command Center
Legal contact: tamir@wolfsonequity.com