Terms of Sale

Part B. Customer protections and dispute resolution

P1. Contracting company and protected parties

“Company” means Gigabrain Labs, the legal entity identified in the order confirmation. “Customer” means the person or legal entity entering into this agreement. A person accepting for an entity represents that they are authorized to bind that entity. A named individual authorized to use a purchased licence is a “Licensee”; that designation does not by itself replace the contracting Customer.

“Protected Parties” means, as separate categories: (a) Gigabrain Labs; (b) Francis Boulle, solely in relation to his involvement in providing, licensing, managing or supporting Gigabrain; (c) entities controlling, controlled by or under common control with the Company that participate in providing, licensing or supporting Gigabrain; and (d) the Company's and those entities' respective directors, officers, members, employees, contractors, representatives, and permitted successors and assigns, solely in their relevant Gigabrain-related capacities. “Control” means the power to direct an entity's management, through ownership, contract or otherwise.

These parties receive the protections expressly extended to them only for claims arising out of or relating to this agreement, the purchase, provision or use of Gigabrain, or associated services. Ownership of an interest in another company does not by itself make that company a Protected Party. No provision releases a claim arising solely from unrelated dealings with the founder of Gigabrain or another person or business. A party invoking a protection must establish its eligibility under this definition and the applicable provision.

The Customer and Company expressly intend each qualifying Protected Party to be a direct, intended third-party beneficiary, not merely an incidental beneficiary, of the limitations, exclusions, indemnities and dispute provisions that expressly apply to it, and any separately accepted release applicable to it. Each may invoke those provisions in its own name to the extent permitted by law, subject to all corresponding exceptions, procedural obligations and limits. Beneficiary status does not expand a provision's subject matter, multiply the aggregate cap, or override an arbitration opt-out.

The Company remains responsible for its contractual obligations. No officer, employee, contractor or founder personally guarantees the Company's performance merely by participating in a demonstration, support exchange or setup session. This paragraph does not exclude a person's liability that applicable law does not permit to be excluded.

P2. AI, automation and customer-controlled systems

Gigabrain assists with organizing, retrieving and using information. AI-generated outputs, extracted entities, graph connections, transcripts, citations and proposed actions can be incomplete or wrong. A citation identifies supporting material; it does not guarantee the truth, currency, completeness or legal sufficiency of that material or of an output.

You are responsible for determining whether the System is suitable for your intended use, operating within documented supported configurations, and reviewing material outputs before relying on them. Before permitting changes to important files, accounts or external systems, maintain independent backups and a tested recovery method appropriate to the risk. Apply least-privilege permissions, protect credentials and review actions that could delete, overwrite, publish, message, purchase, transfer funds or change access rights. Test consequential workflows in a suitable non-production environment before use on important systems.

You control the source material, account access and permissions that you provide. You must have the rights and permissions required to process that material, record or transcribe communications, connect third-party accounts and instruct the System to act. You remain responsible for third-party subscription charges and usage charges you authorize. These obligations do not excuse the Company from obligations or remedies that cannot lawfully be excluded.

The System and guided setup services are not professional legal, medical, financial, tax or other regulated advice. Do not use them as the sole basis for decisions that require a qualified professional or as a safety-critical control where failure could cause death, personal injury or serious physical or environmental harm. Obtain independent review appropriate to the decision.

P3. Third-party components and support scope

Third-party agents, models, integrations, platforms and services are governed by their own terms and may change. Except for express commitments in your accepted order and rights required by law, the Company does not promise continued compatibility with every third-party version, availability of a particular provider, or uninterrupted operation of external services. The Company does not become the provider of a third-party service merely by supplying an integration or instructions.

P4. Warranty framework

Except for express commitments in your accepted order, the stated commercial guarantee and warranties or remedies that cannot lawfully be excluded, the System is supplied “as is” and “as available.” To the extent permitted by applicable law, the Company disclaims implied warranties of merchantability, fitness for a particular purpose and non-infringement, and does not warrant that outputs are accurate, operation is error-free, or every error can be corrected.

A perpetual licence permits continued use of the versions properly received under that licence; it is not a promise that every future operating system, agent or third-party service will remain compatible. This distinction does not reduce the update and future-version rights expressly sold with your plan.

P5. Excluded losses and aggregate liability

Subject to section P9 below, the Protected Parties are not liable for indirect, consequential, special, incidental, exemplary or punitive damages arising from or relating to the agreement, System or services, to the extent that applicable law permits their exclusion. For business Customers, this exclusion includes loss of profit, revenue, business opportunity, anticipated savings and goodwill. Data-restoration and replacement costs are subject to the applicable cap to the extent permitted by law; they are not automatically treated as indirect losses.

Subject to section P9, the aggregate monetary liability of all Protected Parties together for claims arising from the same or related events will not exceed the greater of US$100 and the fees actually paid for the affected product licence and associated service order, plus fees paid for that licence's updates or support in the twelve months before the first relevant event. For a claim involving several affected orders, the affected-order fees are counted once each. Naming additional Protected Parties or asserting multiple legal theories does not create additional caps for the same loss. You may not recover more than once for the same loss.

Amounts that must be returned under the expressly promised commercial guarantee or mandatory refund rights are not reduced by this cap. The cap does not reduce liability or remedies that cannot lawfully be limited.

P6. Customer third-party indemnity

To the extent permitted by applicable law, you will defend and indemnify the Protected Parties against third-party claims, final judgments, approved settlements and reasonable external defence costs, to the extent caused by: (a) your unlawful processing, recording, disclosure or use of data or content; (b) your infringement of a third party's intellectual-property, confidentiality or privacy rights; (c) your unauthorized access to or use of an account or system; (d) your material breach of the use restrictions in this agreement; or (e) a modification or instruction supplied by you that causes the claim, excluding modifications or instructions supplied by the Company as part of its services.

This indemnity does not apply to the extent a claim is caused by a Protected Party's breach of the agreement, negligence, fraud or wilful misconduct. It does not require you to indemnify a Protected Party for a customer's good-faith assertion of statutory rights or an ordinary contractual claim against that Protected Party. Consumer application must be limited to the extent the obligation is lawful and fair in the applicable jurisdiction.

The indemnified party must give reasonably prompt notice, with delay relieving you only to the extent of resulting material prejudice; provide reasonable cooperation at your reasonable expense; and permit defence by competent counsel reasonably acceptable to it. You may not settle a claim with an admission, non-monetary obligation or unreleased liability for a Protected Party without its written consent, not to be unreasonably withheld. Where a material conflict of interest exists, the parties will agree an appropriate defence arrangement; any separate-counsel reimbursement must be reasonable and attributable to the indemnified claim.

P7. Binding individual arbitration and Florida law

IMPORTANT: Unless you timely opt out or an exception below applies, you and the Company agree to resolve covered disputes through binding individual arbitration rather than a court trial. This means no judge or jury will decide the merits of those disputes, and the class-action restrictions below apply. Arbitration does not eliminate claims or remedies that the law preserves.

P7.1 Applicable law and scope

Florida substantive law governs this agreement, without application of conflict-of-law rules that would select another jurisdiction's law, subject to mandatory consumer protections. The Federal Arbitration Act governs this arbitration agreement to the extent applicable. Neither choice overrides a non-waivable right or a statutory exclusion from arbitration.

Subject to the exceptions below, you and the Company agree to arbitrate disputes arising from this agreement, a purchase, or the provision or use of Gigabrain and associated services, whether based on contract, tort, statute or another legal theory. This includes covered disputes involving a qualifying Protected Party defined in section P1, including Francis Boulle in his Gigabrain-related capacities. It does not include disputes arising solely from unrelated dealings with them. A Protected Party invoking this section is bound by its corresponding obligations and exceptions and cannot use it to obtain broader protection than the Company.

This section applies only following legally valid acceptance. It does not retroactively cover a dispute that arose before you first accepted it. It survives termination for covered disputes. Merely posting a revised agreement does not establish acceptance.

P7.2 Optional informal resolution

Either party may send a written description of a dispute, the relevant order details and the requested remedy. Send notices to support@gigabrain.download or Gigabrain Labs, Attn: Legal Notices, 2665 South Bayshore Drive, Unit 22011, Miami, FL 33133. The Company will use your last supplied contact address for its notices. The parties should try in good faith to resolve the dispute within 30 days, but this process is voluntary and is not a condition of filing. It does not shorten or automatically suspend a legal deadline. Either party may file to preserve a claim or seek urgent relief without waiting.

P7.3 Administrator, rules and procedure

Arbitration will be administered by the American Arbitration Association (AAA) before one neutral arbitrator selected under the applicable AAA rules. The AAA Consumer Arbitration Rules and applicable consumer fee schedule govern consumer disputes. The AAA Commercial Arbitration Rules govern a genuinely business-to-business dispute where AAA determines those rules apply; buying a professional-use product does not by itself remove consumer protections. Rules and filing information are available at https://www.adr.org. The Company will provide a copy on request without charge.

Applicable AAA procedures, including applicable mass-arbitration procedures, govern administration. This agreement does not impose a separate batching scheme, filing cap or mandatory waiting queue. Nothing here displaces mandatory law or the AAA's applicable consumer due-process standards.

The arbitrator may award the relief available to the individual claimant under applicable law and this agreement, including statutory remedies, subject to non-waivable rights. The arbitrator must provide a reasoned written award. Judicial review is limited as provided by applicable law; judgment may be entered by a court with jurisdiction.

Notwithstanding any incorporated rule, a competent court decides whether this arbitration agreement was formed and is valid, enforceable and applicable to a dispute, including the enforceability of the class-action restriction. Administrative classification and fee questions remain with AAA under its rules. The arbitrator decides the merits of properly referred claims.

P7.4 Consumer costs and accessibility

Consumer filing fees will not exceed the amount permitted by the applicable AAA consumer fee schedule or mandatory law. The Company will pay the administrative fees and arbitrator compensation allocated to it under those requirements, and any additional amount it must pay to make arbitration accessible and enforceable. Available fee-waiver procedures remain available. Each party bears its own legal fees unless applicable law authorizes an award; the indemnity provisions do not automatically shift the Company's arbitration costs to a consumer who brings a claim.

Documents-only, telephone or video procedures may be used where allowed by the applicable rules and with any required consent. Any in-person consumer hearing must take place at a reasonably convenient location consistent with those rules and mandatory law. This agreement does not require a consumer to travel to Miami to arbitrate. Business arbitration location and costs follow the applicable rules unless the parties validly agree otherwise.

P7.5 Small claims, regulators and other exceptions

Either party may bring an individual claim within a small-claims court's jurisdiction and keep it there while it remains eligible. Neither party must arbitrate a claim that applicable law makes non-arbitrable or permits that party to exclude from arbitration. Nothing prevents a regulator complaint, legally protected report, statutory payment dispute, truthful review or exercise of a privacy right.

Either party may seek legally available temporary or provisional court relief to preserve rights pending arbitration; doing so does not waive arbitration of an otherwise covered claim. This exception does not create a seller-only route to litigate the merits. Non-waivable public injunctive relief and any other remedy that cannot lawfully be restricted to individual arbitration remain available in a competent forum.

P7.6 Individual proceedings and severability

To the extent permitted by applicable law, covered claims must be decided on an individual basis, not through class or collective arbitration. The parties do not consent to class arbitration. Neither party may pursue a class or representative proceeding to the extent a valid waiver may lawfully prevent it. This restriction does not prohibit shared counsel, coordinated administration permitted by AAA rules, regulator action or a proceeding or remedy that applicable law does not allow a customer to waive.

If the restriction is unenforceable for a particular claim or remedy, that claim or remedy may proceed in a competent court, not in class arbitration without all parties' subsequent express consent. Other arbitrable claims remain subject to this section to the extent lawful. Any stay or sequencing is for the competent decision-maker under applicable law, not the Company's unilateral choice. If this section cannot lawfully operate after severance, the affected dispute proceeds in court.

P7.7 Thirty-day opt-out

You may reject this arbitration agreement by emailing support@gigabrain.download or sending a written notice to the Legal Notices address above within 30 days after first accepting it. State that you opt out of arbitration and include your name, the email used for your order and enough order information to identify your agreement. Do not send payment-card details or sensitive identity documents. An email sent or postal notice postmarked within the period is timely. The Company will acknowledge receipt; its failure to acknowledge does not invalidate an otherwise timely notice.

Opting out does not change your price, licence, support or refund rights. If you opt out, neither you nor the Company or another Protected Party may require arbitration under this section. A later purchase or routine terms update does not cancel your opt-out without a new, express agreement to arbitrate.

P7.8 Court proceedings and administrator unavailability

For court proceedings lawfully subject to an exclusive forum agreement, including disputes following an opt-out, the parties submit to the state courts in Miami-Dade County, Florida, or, where federal subject-matter jurisdiction exists, the United States District Court for the Southern District of Florida. This is a fallback forum provision, not an alternative to required arbitration. It does not override the small-claims exception, statutory requirements for arbitration-related applications, or a consumer's non-waivable right to another competent court.

If AAA cannot administer a covered dispute, the parties may agree to a suitable neutral replacement with equivalent required consumer protections, or seek a lawful court appointment where available. The Company may not choose a replacement unilaterally. If no lawful replacement is available, the dispute may proceed in a competent court. Nothing requires a consumer to accept a substitute or additional delay because the Company failed to register its clause, pay required fees or comply with AAA requirements, where the rules or law permit that consumer to proceed in court.

P8. Assignment, succession and survival

Subject to applicable law, the Company may assign this agreement and related contractual benefits to an affiliate or to a successor in connection with a merger, reorganization, sale of the relevant business or transfer of substantially all assets used to provide the System, provided that the assignee assumes the obligations it is to perform and the assignment does not reduce the Customer's accrued rights or the substance of purchased entitlements. The Company will give notice of a material change in the contracting entity and provide updated contact details.

Protections relating to acts performed before a permitted transfer continue for the relevant Protected Parties, and the applicable protections extend to the permitted successor for its own performance. Assignment does not retrospectively enlarge a release, discharge an existing obligor without a legally effective release or novation, or authorize an unlawful transfer or use of personal data. The Customer's licence-transfer restrictions remain subject to applicable law and the express exceptions already granted.

Payment obligations accrued, intellectual-property restrictions, lawful indemnities, applicable liability limits, dispute provisions, ownership of customer content and protections concerning prior acts survive termination to the extent needed to give them effect. Survival does not revive an otherwise unenforceable provision.

P9. Non-excludable rights, severability and changes

Nothing in this agreement excludes liability for fraud, fraudulent misrepresentation, gross negligence or wilful misconduct, or excludes or limits any liability, remedy or consumer right that applicable law does not allow to be excluded or limited, including death or personal injury caused by negligence where that exclusion is prohibited. Nothing prevents legally protected complaints, truthful reviews, regulator reports or the exercise of statutory payment or privacy rights.

P9.1 Separate operation and partial invalidity

Each exclusion of a category of loss, limitation of liability, release, indemnity obligation, beneficiary protection and permitted application to a person, claim, remedy or jurisdiction is intended to operate separately to the extent legally divisible. Invalidity of one does not, by itself, invalidate another. The parties intend the lawful remainder to continue where it retains valid obligations and can operate without rewriting the essential bargain. Naming these provisions separately does not make an otherwise indivisible or unlawful arrangement divisible.

If a competent court or arbitrator determines that a provision or its application is invalid, it should limit the effect of that determination to the offending provision or application to the extent permitted by applicable law and the decision. Any lawful narrower construction must be consistent with the words actually agreed. Modification or reformation is requested only where legally available; otherwise the offending part is severed if lawful severance is possible. This paragraph does not override a binding decision, mandatory rule, or non-waivable right.

P9.2 Independent substantive and dispute protections

Subject to mandatory law, an invalid release does not automatically invalidate a separate lawful liability cap, exclusion of loss, indemnity for a different obligation or beneficiary protection. An invalid cap does not automatically invalidate an independently lawful exclusion of loss. These protections apply in arbitration or court; they are not conditions on the parties' agreement to arbitrate. If arbitration is unavailable, a substantive protection may still be raised in the competent court to the extent valid there.

Conversely, the agreement to arbitrate is intended to remain operative without an invalid substantive limitation where it can lawfully do so. The specific arbitration exceptions and severability rules in section P7 control any conflict with this general section, including the absence of consent to class arbitration. No protection reinstates a restriction that section P7 or mandatory law expressly preserves against waiver.

P9.3 Preservation, not automatic burden shifting

The Company and each relevant Protected Party may assert each applicable defence separately or in the alternative and request lawful enforcement of the remaining provisions. A challenge to one provision does not itself waive another defence. The competent decision-maker determines the legally required burden and standard of proof. This agreement does not make acceptance, authenticity, fairness or enforceability conclusively established merely because the Company asserts them, and does not impose a fee or penalty solely for challenging a provision.

A failure to enforce on one occasion is not a general waiver. Any waiver applies only to its stated subject and does not authorize a continuing breach. This provision remains subject to applicable rules on waiver, estoppel and amendment.

Material changes to these provisions apply to new transactions or to existing relationships only through a legally valid amendment process. Posting new wording alone does not release an accrued claim, expand a customer's indemnity or remove a purchased entitlement. Preserve a downloadable copy of each accepted version.

P9.4 Interpretation, clerical errors and correction

This agreement is to be read as a whole to give effect to the parties' objectively expressed agreement, consistent with applicable law. An obvious typographical, spelling, punctuation, formatting, numbering or cross-reference error does not by itself invalidate an otherwise ascertainable obligation or protection. Where the correct meaning or reference is unambiguous from the agreement and lawfully admissible evidence, the provision is to be read with that clerical error corrected, to the extent permitted by law. Headings assist navigation and do not independently expand or restrict the operative wording. A numbering or link error does not incorporate terms that were not validly made part of the agreement.

An obvious misdescription or spelling error in a party's name may be corrected only where the actual party's identity is objectively ascertainable. This does not substitute a different legal entity, add a beneficiary, transfer an obligation or establish acceptance that did not occur. An incorrect legal citation does not itself defeat an otherwise valid provision, but cannot make an inapplicable law govern or create a power that the law does not provide.

The Company may publish an identified correction of a genuinely non-substantive clerical error, preserving the original accepted version, the corrected version, the correction date and an explanation. A material change, disputed meaning or substantive omission must be addressed through a valid amendment, agreement between the parties or relief available from a competent court or arbitrator. Labelling a change a correction does not determine its legal effect. The Company will notify affected customers if a correction concerns wording material to their understanding of the agreement, and provide both versions on reasonable request.

Either party may seek reformation or another available remedy where the written instrument fails to record the agreement actually reached, subject to the evidence, standards and defences required by applicable law. Neither the Company's undisclosed intention nor its unilateral interpretation is conclusive. This provision does not automatically alter a price, refund right, licence entitlement, renewal commitment, liability limit, indemnity, beneficiary class, arbitration right or statutory deadline. It does not retroactively supply a missing disclosure or consent, or waive responsibility for a misleading statement. Section P9's non-excludable-rights and severability provisions continue to apply.