SERVICE AGREEMENT

  1. Introduction

Professional agreement (“Agreement”) entered into by and between: BrainBites (Company ID: 3138885-3) (“Company”); and Customer, (“Customer Company” or “Customer”), wishing to engage on BrainBites Platform (defined later). Both Company and Customer are referred to below together as the “Parties” and separately as the “Party”. Professional (Professional) is the person who delivers the service to the Customer.

1.1 Service Agreement Summary

Main points of the Service Agreement:

  • Free to Join: By accepting this agreement, you are not committing to any charges. There are no hidden fees.

  • Clear Costs and Services: We clearly list all services and their costs. Before any payments, we’ll ask for your payment details separately.

  • No Long-term Binding: You’re not locked into a long-term commitment.

  • Intellectual property rights: The customer owns the results of the work done for them, unless otherwise agreed.

  • Easy Cancellation: Straightforward process for canceling services.

  • We Protect Your Data: Your privacy is a top priority for us.

  • Friendly Dispute Resolution: Should any issues arise, we aim for amicable solutions.

  1. Acceptance of Terms

Please read carefully the terms of this agreement. By clicking on the “I accept” button, you agree to be bound by this agreement. If you do not agree with these terms, you do not have a right to act as a Customer or use our BrainBites platform and software. You agree that your use of the BrainBites platform and software acknowledges that you have read this agreement, understand it, and agree to be bound by its terms and conditions.

  1. Services

Company and Customer agree that Company shall, subject to the terms and conditions of this Agreement, render certain Professional services, as specified below:

Company’s services (“Services”) shall include:

  • according to the company service quote sent by BrainBites to the Customer;

  • these terms and conditions shall be incorporated also to any additional work, or extensions of the work thereof;

  • timely delivering the results from rendering the Services to Customer (the “Deliverables”).

The above items shall be specified in the Schedule 1 to this Agreement.

  1. Fees

Customer shall pay to Company a fee (“Fee”) as consideration of performing the Services under this Agreement. The Fee shall be based on the packages offered by the Company and selected by the Customer.

Customer shall pay any applicable value-added taxes imposed upon the Services rendered, or any Deliverables provided.

The Customer is required to accurately declare their tax residency during the service purchasing process.

The Customer acknowledges their responsibility for the correctness of this declaration and agrees to comply with all relevant tax regulations associated with their declared jurisdiction

  1. Delivery

The Parties agree that Company shall use its commercially reasonable efforts to render the Services in the agreed schedule for the Services to timely deliver the Deliverables.

Company shall timely submit the Deliverables for Customer’s approval. Such approval (if any) shall be subject to the Deliverables meeting the agreed specifications and other criteria.

The Deliverables shall be deemed to be accepted when (i) Customer has accepted the Deliverables (ii) Customer has not presented a written complaint citing substantial defects or other ground for dismissal within two (2) days from the date the Deliverables were delivered to Customer.

If Customer notifies Company of any substantial defect Company shall, without undue delay, after receipt of written notice specifying in detail the nature of the defect(s) to cure such defect(s).

1-to-1 Professional sessions

If the Professional´s Service delivery does not fully conform to Customer’s expectations, the Customer must notify the Company in writing within two (2) business days of the date of Service delivery and provide the information requested by the Company regarding the Service delivery with non-conformities. The Company is entitled to choose whether to offer a new Service delivery by the same Professional, or to rectify the non-conformity by changing the Professional or to compensate the amount of the non-conformity by issuing credit note to Customer.

Customer has the right to cancel the agreed Service 24 hours in advance. If the Customer does not cancel the Service in advance and does not show up at the agreed time, the Professional is entitled to receive half of the agreed Fee as compensation for his /hers losses.

If the Professional does not cancel the agreed Service 24 hours in advance, the Customer is entitled to another free Service as a compensation.

  1. Intellectual Property Rights and ownership of the Deliverables

6.1 Company’s Intellectual Property Rights

BrainBites retains all rights, title, and interest in all intellectual property rights related to its own business activities, such as logos, branding, visual identity, and any materials related to BrainBites’s own business operations.

6.2 Results of the services provided by professional

Ownership: All work products, solutions, discoveries, and innovations (collectively, the “Work Products”) that the Professional conceives, creates, or develops in the course of performing the Services, whether alone or with others, shall be the exclusive property of the Company’s Customer – including the rights to modify and further distribute. Additionally, any pre-existing rights prior to the initiation of this agreement shall remain intact and are not subject to transfer or claim by any other party under this agreement.

Customer agrees not to engage in any acts that might jeopardize, or contest or attempt to acquire, any Intellectual Property Rights of Company in or to the Deliverables.

“Intellectual Property Rights” shall mean copyright, utility models, trademarks, rights in designs, trade, business or domain names, know-how, patents, rights in inventions, trade secrets (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing as well as any licenses of any of the foregoing) and all other intellectual property rights of a similar or corresponding character (including confidential information) which may now or in the future subsist in any part of the world.

  1. Use of Artificial Intelligence for Professional Matching

The Company utilizes technology powered by OpenAI, among other algorithms and software, to facilitate and optimize the matching of Professionals with our Customers on the BrainBites Platform. For the protection of personal data and privacy, our system is coded to ensure that identifiable name information does not get transmitted to OpenAI.

While we strive for accuracy and efficiency in our AI-driven processes, the Company disclaims any and all responsibility for mismatches or any potential errors resulting from the AI-powered matching process. Professionals and Customers are encouraged to conduct their due diligence and validations in all matches proposed by the Platform.

  1. Confidentiality

The Parties acknowledge that Confidential Information may be disclosed to it during the course of this Agreement. The Parties agree that they will not use the Confidential Information of the other Party other than for performing their obligations under this Agreement and will take reasonable steps at least substantially equivalent to the steps it takes to protect its own proprietary information during the Term, and for a period of five (5) years following the expiration or termination of this Agreement, to prevent the disclosure of Confidential Information of the other Party, other than to its employees, or to its other agents who must have access to such Confidential Information for such Party to perform its obligations hereunder, who will each agree to comply with this clause.

“Confidential Information” means any information relating to or disclosed in the course of this Agreement which is, or should reasonably be understood to be, confidential or proprietary to the disclosing Party, including, but not limited to, information about technical processes and formulas, source codes, and product designs. Confidential Information shall not include information (a) already lawfully known to or independently developed by the receiving Party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third Party.

  1. Representations/Warranties.

Each Party represents and warrants to the other Party that: (i) such Party has the full corporate right, power and authority to enter into the Agreement, to grant the rights and licenses granted hereunder, and to perform the acts required of it hereunder; (ii) the execution of the Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a Party or by which it is otherwise bound; (iii) when executed and delivered by such Party, the Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; (iv) such Party possesses and shall continue to obtain throughout the Term all authorizations, approvals, consents, licenses, permits, certificates or other rights and permissions necessary to provide the services contemplated herein; and (v) to the best of such Party’s knowledge, there is no action, suit, proceeding, or investigation pending or, to the best of each Party’s knowledge, threatened against such Party that questions the validity of this Agreement or the right of such Party to enter into this Agreement or to consummate the transactions contemplated hereby.

  1. Limitation of Liability

Neither Party shall be liable to each other in contract, tort or otherwise, whatever the cause thereof, for any loss of profit, business or goodwill or any indirect, special, consequential, incidental or punitive cost, damages or expense of any kind, howsoever arising under or in connection with this Agreement excluding injury to persons, clauses 4 (Intellectual Property Rights), 5 (Confidentiality) and 6 (Representations /Warranties )or in case of gross negligence and willful misconduct. In no event shall the maximum liability of the Company exceed the total amount paid by Customer under this Agreement.

  1. Force Majeure

Neither Party shall be liable to the other or deemed to be in default hereunder for non-performance or delays of the Services due to causes which are beyond the control of a Party and which occur after and were not reasonably foreseeable on the date of signing of this Agreement. Such causes shall include without being limited to war, acts of government, strikes, natural disasters, power failure, fire and explosions.

11.1. Service Interruption Policy

In the event of an operational interruption in our platform, our company commits to promptly informing our customers of any foreseeable or immediate situations where the platform may not be functional, as soon as such information is available. Following this notification, the Professional and the Customer shall mutually agree to reschedule their appointment at a convenient time. It is understood and agreed that our company shall not be held liable for any compensation due to platform non-functionality.

  1. Term and Termination

The term of this Agreement shall commence upon the full execution of this Agreement (“Effective Date”) and continue for three (3) months. Thereafter, the term of this Agreement shall automatically renew for consecutive periods of three (3) months, unless terminated by either Party by issuing a written notice to the other Party no less than 30 days prior to the expiry of the initial term or the then current renewal term.

In addition, this Agreement will terminate automatically, when all the credits acquired by the Customer are expired, unless otherwise agreed by the Parties in separate quote, or until terminated in accordance with the provisions of this Agreement.

Notwithstanding the above, the Company may terminate this Agreement for convenience with no less than 30 days’ prior written notice to the Customer.

The Parties shall be entitled to cancel this Agreement, effective immediately:

a) if either of the Parties materially neglects the obligations arising out of this Agreement and does not remedy this conduct within two (2) weeks after receiving a written notice from the other Party; or

b) in the case either of the Parties becomes insolvent is placed in corporate restructuring, the company is placed in liquidation, or it has otherwise become insolvent.

Despite termination, the defaulting Party shall be liable for compensating the damages incurring from any contractual infringement.

  1. Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party.

  1. Waiver

The failure of either Party at any time to demand strict performance by the other Party of any of the terms, covenants, or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof, and each Party may at any time demand strict and complete performance by the other Party of such terms, covenants, and conditions.

  1. Independent Contractor

This Agreement shall in no way create an employer/employee relationship between Company and Customer. Both Parties agree that they are independent contractors and neither Party shall have the authority to contract for, bind, or obligate the other Party.

  1. Severability

If any provision of this Agreement shall be declared illegal, invalid, void, or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

  1. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with Finnish law without giving effect to its choice of law provisions.

Any dispute arising out of this Agreement should be primarily settled amicably between the Parties. Should the Parties fail to settle the dispute amicably within thirty days, the dispute shall finally be settled by one arbitrator in accordance with the Expedited Arbitration Rules of the Finland Central Chamber of Commerce. The arbitration shall be conducted in Helsinki, Finland, in the English language unless all parties of the dispute agree to use Finnish language.

Appendices:

The following Appendices form an integral part of this Agreement:

Appendix 1 BrainBites General Terms of Service https://brainbitesai.com/terms-of-service/

Appendix 2 BrainBites Master Data Privacy Policy https://brainbitesai.com/privacy-policy/

In the event of any discrepancy between this document and any of the Appendices, the terms of this document shall prevail. The Appendices prevail in their descending numerical order, unless otherwise expressly provided in the relevant Appendix.