Terms & Conditions
1. Introduction and Acceptance
Welcome to Brainy ("we," "our," or "us"), an AI-assisted development platform operated from New Zealand. These Terms and Conditions ("Terms") govern your access to and use of Brainy's services, including our website, platform, APIs, SDKs, and related services (collectively, the "Service").
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.
2. Definitions
"Account" means your registered user account on the Service
"Assets" means data models, behaviours, widgets, files, and other content created using the Service
"Beliefs" means your defined development standards, conventions, and preferences stored in the Service
"Content" means all information, data, text, software, code, files, and other materials provided through the Service
"Developer" or "User" means any individual or entity using the Service
"Export" means generating code, schemas, or other outputs from your Assets
"Repository" means your connected git repository through GitHub, GitLab, or Bitbucket
"SDK" means our software development kits for integrating with the Service
3. Eligibility and Account Registration
3.1 Eligibility
You must be at least 18 years old and have the legal capacity to enter into contracts to use the Service. By using the Service, you represent and warrant that you meet these requirements.
3.2 Account Creation
To access certain features, you must create an Account by providing accurate, current, and complete information. You agree to:
Provide truthful and accurate registration information
Maintain and update your information to keep it accurate
Maintain the security of your Account credentials
Accept responsibility for all activities under your Account
Notify us immediately of any unauthorized access
3.3 Account Responsibility
You are solely responsible for all activity that occurs under your Account. We are not liable for any loss or damage arising from unauthorized use of your Account credentials.
4. Service Description
4.1 Platform Features
Brainy provides AI-assisted tools for experienced developers to:
Design and manage data models
Define and deploy business logic (behaviours)
Create framework-agnostic UI components (widgets)
Store and manage project files and documentation
Maintain development beliefs and standards
Export Assets to various programming languages and frameworks
Connect git repositories for template integration
Integrate with codebases via SDKs
4.2 Target Audience
The Service is designed for senior software architects and experienced developers who already maintain production-ready templates. The Service is not intended for beginner programmers or code generation from scratch.
4.3 Service Modifications
We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We will not be liable for any modification, suspension, or discontinuation of the Service.
5. Use of AI Technology
5.1 AI-Assisted Features
The Service uses artificial intelligence to assist with designing data models, behaviours, and components based on your inputs and Beliefs. AI suggestions are provided as-is and should be reviewed and validated by you before use in production environments.
5.2 No Guarantee of Accuracy
While we strive to provide accurate and helpful AI-generated suggestions, we do not guarantee the accuracy, completeness, or suitability of any AI-generated content for your specific purposes.
5.3 Your Responsibility
You are solely responsible for:
Reviewing all AI-generated Assets
Testing all exported code and configurations
Ensuring compliance with your own standards and requirements
Validating security, performance, and functionality
6. Intellectual Property Rights
6.1 Your Content and Assets
You retain all intellectual property rights in:
Content you upload to the Service
Your Beliefs and development standards
Assets you create using the Service
Code and configurations you export
Your connected repositories and templates
6.2 License to Us
By using the Service, you grant us a worldwide, non-exclusive, royalty-free license to:
Store, process, and display your Content as necessary to provide the Service
Use your Beliefs to generate AI suggestions for your use
Backup and secure your data
Improve our AI models and Service functionality using anonymized data
6.3 Our Intellectual Property
The Service, including all software, code, technology, designs, trademarks, and documentation, is owned by us or our licensors. You receive no ownership rights in the Service itself.
6.4 Exported Code
All code and Assets you export from the Service are yours to use without restriction. Once exported, you may use, modify, distribute, and commercialize the exported code as you see fit.
7. User Responsibilities and Acceptable Use
7.1 Permitted Use
You may use the Service only for lawful purposes and in accordance with these Terms. You agree to:
Use the Service professionally and responsibly
Comply with all applicable laws and regulations
Respect the intellectual property rights of others
Maintain the security of your Account
7.2 Prohibited Activities
You must not:
Use the Service for any illegal or unauthorized purpose
Attempt to gain unauthorized access to the Service or related systems
Interfere with or disrupt the Service or servers
Transmit viruses, malware, or harmful code
Harvest or collect information about other users
Reverse engineer, decompile, or disassemble the Service
Resell or redistribute the Service without authorization
Use the Service to create malicious software or exploits
Violate any third-party rights
Use automated systems to access the Service without permission
7.3 Repository Connections
When connecting repositories, you represent that:
You have the right to connect and access those repositories
You will comply with the terms of your git hosting provider
You will not use the Service to access repositories without proper authorization
8. Data Privacy and Security
8.1 Data Collection
We collect and process data as described in our Privacy Policy, including:
Account information
Content and Assets you create
Usage data and analytics
Connected repository information (subject to OAuth permissions)
8.2 Data Security
We implement reasonable security measures to protect your data. However, no system is completely secure, and we cannot guarantee absolute security.
8.3 Data Backup
While we perform regular backups, you are responsible for maintaining your own backups of important data. We recommend regularly exporting your Assets.
8.4 Data Location
Your data may be stored and processed in various locations globally. By using the Service, you consent to this transfer and storage.
9. API and SDK Usage
9.1 API Access
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to use our APIs to access your Assets and integrate with your applications.
9.2 SDK License
Our SDKs are provided under their respective open-source or proprietary licenses. You agree to comply with the applicable license terms.
9.3 Rate Limits
We may impose rate limits on API usage. Excessive use may result in throttling or suspension of access.
9.4 API Changes
We may modify or discontinue APIs at any time. We will provide reasonable notice of breaking changes when possible.
10. Fees and Payment
10.1 Pricing
Current pricing for the Service is available on our website. We reserve the right to change pricing at any time with notice to paid subscribers.
10.2 Subscription Terms
Paid subscriptions are billed in advance on a recurring basis (monthly or annually as selected). You authorize us to charge your payment method for applicable fees.
10.3 Refunds
Fees are non-refundable except as required by law or as expressly stated in our refund policy.
10.4 Late Payment
Late payments may result in suspension of Service access until payment is received.
10.5 Free Tier
We may offer a free tier with limited features. We reserve the right to modify or discontinue the free tier at any time.
11. Third-Party Services
11.1 Git Hosting Integration
The Service integrates with third-party git hosting services (GitHub, GitLab, Bitbucket). Your use of these integrations is subject to their respective terms of service.
11.2 Third-Party Responsibility
We are not responsible for any third-party services, and you use them at your own risk.
11.3 OAuth Permissions
When connecting repositories, you grant specific OAuth permissions. You can revoke these permissions at any time through your git hosting provider's settings.
12. Warranties and Disclaimers
12.1 Service Provided "As Is"
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.
12.2 No Warranty of Accuracy
WE DO NOT WARRANT THAT:
The Service will be uninterrupted, secure, or error-free
AI-generated suggestions will be accurate or suitable for your purposes
Exported code will be free from bugs or security vulnerabilities
The Service will meet your requirements
Any errors will be corrected
12.3 Production Use
YOU ACKNOWLEDGE THAT THE SERVICE IS A DEVELOPMENT TOOL AND THAT YOU ARE SOLELY RESPONSIBLE FOR:
Testing all exported code before production deployment
Ensuring security and compliance of your applications
Validating that generated Assets meet your requirements
Implementing appropriate error handling and monitoring
13. Limitation of Liability
13.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
Loss of profits, revenue, or business opportunities
Loss of data or use
Cost of substitute services
Business interruption
Personal injury or property damage
13.2 Cap on Liability
OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) NZD $100.
13.3 Basis of the Bargain
YOU ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS.
14. Indemnification
You agree to indemnify, defend, and hold harmless Brainy, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:
Your use of the Service
Your violation of these Terms
Your violation of any rights of another party
Content you upload or Assets you create
Code you export and deploy
Your connected repositories
15. Term and Termination
15.1 Term
These Terms remain in effect while you use the Service.
15.2 Termination by You
You may terminate your Account at any time by contacting us or using Account settings.
15.3 Termination by Us
We may suspend or terminate your access immediately, without notice, for:
Violation of these Terms
Fraudulent or illegal activity
Non-payment of fees
Any conduct that could harm us or other users
15.4 Effect of Termination
Upon termination:
Your access to the Service will cease
You must stop using our APIs and SDKs
We may delete your data after a reasonable grace period
Provisions that should survive termination will remain in effect
15.5 Data Export
Before termination, you should export all Assets you wish to retain. We may provide a reasonable period for data export but are not obligated to do so.
16. Dispute Resolution
16.1 Governing Law
These Terms are governed by the laws of New Zealand, without regard to conflict of law principles.
16.2 Jurisdiction
You agree to submit to the exclusive jurisdiction of the courts located in Auckland, New Zealand for any disputes arising from these Terms or use of the Service.
16.3 Informal Resolution
Before filing a claim, you agree to contact us at support@brainy.nz to attempt informal resolution.
16.4 Arbitration
Any disputes that cannot be resolved informally may be subject to binding arbitration in accordance with New Zealand arbitration law.
16.5 Class Action Waiver
You agree to bring claims only on an individual basis and not as part of any class or representative action.
17. General Provisions
17.1 Entire Agreement
These Terms constitute the entire agreement between you and us regarding the Service and supersede all prior agreements.
17.2 Amendments
We may modify these Terms at any time by posting updated Terms. Your continued use after changes constitutes acceptance of the modified Terms. Material changes will be notified via email or Service notification.
17.3 Waiver
Our failure to enforce any provision does not constitute a waiver of that provision or any other provision.
17.4 Severability
If any provision is found unenforceable, the remaining provisions will remain in full effect.
17.5 Assignment
You may not assign or transfer these Terms without our written consent. We may assign these Terms without restriction.
17.6 No Agency
These Terms do not create any agency, partnership, or joint venture relationship.
17.7 Force Majeure
We are not liable for any failure to perform due to circumstances beyond our reasonable control.
17.8 Export Compliance
You agree to comply with all applicable export and import laws when using the Service.
17.9 U.S. Government Users
If you are a U.S. government entity, the Service is a "commercial item" as defined in FAR 2.101.
18. Contact Information
For questions, concerns, or notices regarding these Terms, please contact us at:
Email: support@brainy.nz
Website: https://brainy.nz
19. Acknowledgment
BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.