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    Effective date:17/06/2025

    HyperBlocks AI – Terms of Service

    These Terms of Service ("Terms") form a legally binding agreement between BRAIWAVES S.R.L.(Tax & Company No. RO38252838), trading as HyperBlocks AI ("HyperBlocks", "we", "our") and the entity or individual who creates an account or otherwise uses the HyperBlocks platform ("Customer", "you", "your").

    Registered address: Strada George Bacovia 10A, Galați 800402, Romania Contact: support@brain‑waves.ai

    By accessing or using the HyperBlocks software‑as‑a‑service platform, websites or related services (collectively, the "Platform" ), you agree to these Terms. If you do not agree, do not use the Platform.

    Definitions

    TermMeaning
    AccountA workspace created for the Customer that enables authorised users to access the Platform.
    AffiliateAny entity that controls, is controlled by, or is under common control with a party (ownership or control of more than 50 % of voting securities).
    Beta FeatureA product, feature or functionality labelled beta, preview, early‑access or similar.
    Confidential InformationAny non‑public business, technical or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), including but not limited to product road‑maps, pricing, security reports and user data.
    DocumentationHyperBlocks' user guides, API references and knowledge‑base articles describing the functionality or operation of the Platform.
    Order FormA mutually executed document (e.g., Subscription Agreement, Master Service Agreement or Statement of Work) that sets out the services, fees, term and any special conditions.
    Platform IPThe Platform, its underlying software, algorithms, models, user interface, know‑how, templates, look‑and‑feel, trademarks, and all related intellectual property owned by HyperBlocks or its licensors.
    Service DataUsage metrics, telemetry, log files and other technical data collected by the Platform about how Customer and its users interact with the Platform.
    Third‑Party ServiceAny software, API or platform not owned by HyperBlocks that interoperates with the Platform (e.g., Google Workspace, Odoo, OpenAI).
    User ContentWorkflows, prompts, files, data and other materials submitted to or generated within the Platform by Customer or on its behalf.
    Account Creation & Security

    2.1 Eligibility. You must be at least 18 years old and have the legal authority to bind your organisation.
    2.2 Registration Data. You agree to provide accurate and complete information and keep it up to date.
    2.3 Credentials. Keep usernames, passwords and API keys confidential. You are responsible for all activity under the Account. Notify us immediately of unauthorised use.
    2.4 Compliance. You will ensure that all use of the Platform complies with these Terms and applicable law.

    Fees, Taxes & Payment

    3.1 Order Form Required. Access to the paid portions of the Platform is provided only under a separate Order Form executed between HyperBlocks and Customer.
    3.2 Fees. Fees, service scope and term are defined in the Order Form. Unless otherwise stated, invoices are issued in euros (EUR).
    3.3 Taxes. Fees are exclusive of applicable sales, value‑added and similar taxes. The customer is responsible for such taxes (except taxes on HyperBlocks' net income).
    3.4 Payment Terms. Invoices are payable within 30 days of the invoice date unless the Order Form states otherwise.
    3.5 Late Payment. HyperBlocks may suspend access if any undisputed amount is more than 15 days overdue. Statutory interest under Romanian Civil Code Art. 1535 (or local equivalent) applies to late payments.
    3.6 No Early Termination Refunds. Except as required by law or expressly stated in the Order Form, fees are non‑refundable.

    Licence & Ownership

    4.1 Grant. Subject to these Terms and timely payment of fees, HyperBlocks grants Customer a non‑exclusive, non‑transferable, non‑sublicensable, revocable, worldwide licence during the Subscription Term to access and use the Platform solely for Customer's internal business purposes.
    4.2 Restrictions. Customer must not (and must not allow others to):
    a. reverse‑engineer, decompile or otherwise attempt to derive source code;
    b. reproduce, modify, translate or create derivative works of the Platform;
    c. sublicense, resell, lease or provide the Platform to third parties (except authorised contractors acting on Customer’s behalf and bound by these Terms);
    d. use the Platform to create or offer a competing product or service;
    e. circumvent usage limits;
    f. transmit malicious code, unlawful or infringing content;
    g. violate any applicable law or third‑party right.
    4.3 Reserved Rights. Except for the limited licence above, HyperBlocks and its licensors retain all right, title and interest in and to the Platform IP and Service Data.
    4.4 Open‑Source Components. The Platform may include open‑source software governed by its own licences; those terms will prevail in the event of conflict.
    4.5 Feedback. Customer grants HyperBlocks a perpetual, irrevocable, royalty‑free licence to use and incorporate any feedback or suggestions into the Platform without obligation.

    User Content & Data Processing

    5.1 Ownership. Customer retains all rights, title and interest in User Content. HyperBlocks obtains no ownership rights.
    5.2 Licence to HyperBlocks. Customer grants HyperBlocks and its subprocessors a limited licence to host, copy, process and transmit User Content solely (a) to provide, secure and improve the Platform; (b) to prevent or address support, security or technical issues; and (c) as otherwise permitted in the Privacy Policy or by law. HyperBlocks does not train proprietary AI models on User Content.
    5.3 Customer Responsibilities. Customer is solely responsible for the accuracy, quality and legality of User Content and for obtaining necessary consents and rights for its processing.
    5.4 Public Areas. If Customer chooses to publish workflows, templates or forum posts, Customer grants HyperBlocks and other users a worldwide, royalty‑free licence to use, modify and share that material.
    5.5 Data Protection. Where HyperBlocks processes personal data on the Customer’s behalf, the parties will enter into a data‑processing agreement (“DPA”) meeting the requirements of Article 28 GDPR. HyperBlocks implements industry‑standard technical and organisational measures (TOMs) described in the Security Addendum.
    5.6 Deletion. Upon termination, HyperBlocks will delete or anonymise User Content within 90 days, unless retention is required by law or expressly agreed.

    Third‑Party Services

    Workflows may connect to Third‑Party Services. HyperBlocks is not responsible for those services' terms, availability, security or performance. Use of a Third‑Party Service is at the Customer’s own risk and subject to its separate agreement. HyperBlocks may modify or discontinue integrations with reasonable notice (30 days where practicable).

    Third‑Party Services

    7.1 Service Level Goal. HyperBlocks targets 99.5 % monthly availability for paid subscriptions; this is a target and not a guarantee unless a separate Service‑Level Addendum is executed.
    7.2 Planned Maintenance. Planned maintenance that may affect availability will be scheduled outside European business hours, where practicable and announced at least 48 hours in advance.
    7.3 Support. Email support is available Monday–Friday 09:00‑18:00 EET (excepting Romanian public holidays). Response targets are defined in the Order Form or Support Policy.
    7.4 Beta Features. Beta Features are experimental and provided as is, may change without notice and are excluded from any uptime, warranty or indemnity commitments.

    AI Outputs & Disclaimer

    The Platform may use large‑language‑model (LLM) services to generate text or other outputs. AI outputs may be inaccurate, incomplete or inappropriate and are provided for informational purposes only. Customer remains fully responsible for reviewing, validating and approving all outputs before relying on them in bids, contracts or other official documents. To the maximum extent permitted by law, HyperBlocks disclaims liability arising from any reliance on AI outputs.

    Security & Compliance

    9.1 HyperBlocks maintains administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of the Platform and User Content, as described in the Security Addendum.
    9.2 Customer is responsible for configuring the Platform, enabling security features, and using reasonable security precautions when transmitting data to and from the Platform.
    9.3 Each party will comply with applicable anti‑corruption, anti‑money‑laundering, export‑control and sanctions laws. Customer represents that it is not named on any government sanctions list and will not permit access to the Platform in violation of such laws.

    Confidentiality

    10.1 Obligations. The Receiving Party will (a) protect the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own similar information (and at least reasonable care); (b) not use Confidential Information except to exercise rights or perform obligations under these Terms; and (c) not disclose Confidential Information to any third party except to employees, Affiliates and subprocessors who need to know it and are bound by confidentiality obligations no less protective.
    10.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without confidentiality obligation; or (d) is independently developed without use of Confidential Information.
    10.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information where required by law or court order, provided it gives advance notice (where legally permitted) and reasonable assistance to seek protective treatment.
    10.4 Return or Destruction. Upon request, the Receiving Party will promptly return or destroy the Disclosing Party’s Confidential Information and certify destruction, except copies required to be retained by law or for archival purposes. 10.5 These obligations survive for five (5) years after termination, or indefinitely for trade secrets.

    Warranties & Disclaimers

    11.1 Mutual Authority. Each party warrants that it has the legal right and authority to enter into these Terms.
    11.2 Performance Warranty. HyperBlocks warrants that the Platform will materially conform to the Documentation during the Subscription Term. Customer’s sole remedy for breach of this warranty is for HyperBlocks to use commercially reasonable efforts to remedy the non‑conformity.
    11.3 Disclaimers. Except as expressly stated in these Terms, the Platform is provided as is and as available. To the maximum extent permitted by law, HyperBlocks disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy of data and non‑infringement.

    Indemnities

    12.1 IP Indemnity by HyperBlocks. HyperBlocks will defend and indemnify Customer against third‑party claims alleging that the Platform, when used in accordance with these Terms, infringes a patent, trademark or copyright, and will pay final court‑awarded damages or approved settlements. HyperBlocks' obligations do not apply to claims arising from (a) Customer Content or Third‑Party Services; (b) combinations with items not provided by HyperBlocks; or (c) Customer’s breach of these Terms.
    12.2 Customer Indemnity. Customer will defend and indemnify HyperBlocks and its Affiliates against claims arising from (a) Customer’s breach of these Terms; (b) User Content; or (c) use of the Platform in violation of law or third‑party rights.
    12.3 Procedures. Indemnified parties must promptly notify the indemnifying party in writing, give reasonable cooperation and grant sole control of defence and settlement (provided settlement releases the indemnified party from liability and does not require admission of fault or payment).

    Limitation of Liability

    13.1 Indirect Damages. Neither party will be liable for indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or business, even if advised of the possibility.
    13.2 Aggregate Cap. Each party’s aggregate liability under these Terms will not exceed the total fees paid or payable by Customer to HyperBlocks in the twelve (12) months preceding the first event giving rise to liability.
    13.3 Exclusions. The limitations above do not apply to (a) a party’s indemnification obligations; (b) Customer’s payment obligations; (c) breach of Confidentiality; or (d) damages resulting from a party’s wilful misconduct or gross negligence.
    13.4 Essential Purpose. The limitations form an essential basis of the bargain and apply regardless of the theory of liability.

    Term, Renewal, Suspension & Termination

    14.1 Subscription Term. These Terms commence when Customer first accesses the Platform and continue for the term specified in the Order Form (the "Initial Term"). Unless otherwise stated in the Order Form, subscriptions renew automatically for successive one‑year periods (each a "Renewal Term" and collectively with the Initial Term, the "Subscription Term") unless either party gives written notice of non‑renewal at least 30 days before the end of the then‑current term.
    14.2 Suspension. HyperBlocks may suspend access immediately if (a) payment is overdue; (b) Customer breaches these Terms; (c) Customer’s use poses a security, operational or legal risk; or (d) required by law. HyperBlocks will use commercially reasonable efforts to give advance notice and restore access when the issue is resolved.
    14.3 Termination for Cause. Either party may terminate these Terms with written notice if the other materially breaches and fails to cure within 30 days (10 days for payment breaches).
    14.4 Effect of Termination. Upon termination or expiration: (a) Customer’s licence ends and it must cease use of the Platform; (b) HyperBlocks will make a self‑service export available for 30 days; (c) Sections intended to survive (including confidentiality, IP ownership, disclaimers, limitation of liability) will continue in effect.
    14.5 Refunds. If Customer terminates for HyperBlocks’ uncured material breach, HyperBlocks will refund prepaid fees covering the remainder of the Subscription Term after the effective date.

    Changes to Platform or Terms

    15.1 HyperBlocks may enhance or modify the Platform from time to time. Material changes that significantly reduce core functionality will be announced at least 30 days in advance.
    15.2 HyperBlocks may update these Terms by providing at least 30 days' email notice or by notifying Customer through the Platform. The revised Terms will become effective on the stated effective date. If Customer reasonably objects to the changes in a manner that materially and adversely affects it, Customer may terminate the affected Order Form by giving notice before the effective date and receive a pro‑rated refund of prepaid fees for the unused portion of the Subscription Term.

    Export Control & Anti‑Corruption

    16.1 Customer agrees to comply with all applicable export‑control and sanctions laws. The Customer will not export or allow access to the Platform in any embargoed country or to any prohibited person.
    16.2 Each party will comply with anti‑corruption and anti‑bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, and maintain policies and controls to prevent improper payments or gifts.

    Governing Law & Dispute Resolution

    17.1 These Terms are governed by Romanian law , excluding conflict‑of‑laws principles.
    17.2 Any dispute not resolved amicably within 30 days will be submitted to the courts of Bucharest, Romania. If Customer is domiciled outside the EU, either party may elect to have the dispute finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said Rules, the seat of arbitration being Paris and the language English.
    17.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

    General

    18.1 Entire Agreement. These Terms, the Privacy Policy, any DPA and each Order Form constitute the entire agreement and supersede all prior agreements on the subject matter.
    18.2 Severability. If any provision is held invalid, the remainder remains in effect. 18.3 Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control (including fires, floods, strikes, epidemics, cyber‑attacks, cloud‑infrastructure outages, and acts of government).
    18.4 Assignment. Neither party may assign these Terms without the other party’s prior written consent, except to an Affiliate or in connection with a merger, reorganisation or sale of substantially all assets (provided the assignee assumes all obligations).
    18.5 No Waiver. Failure to enforce any provision is not a waiver of future enforcement.
    18.6 Notices. Formal notices must be in writing and sent by (i) personal delivery, (ii) courier, or (iii) email to the addresses set forth in the Order Form (or as updated by notice). Email is deemed received when sent unless the sender receives a bounce‑back.
    18.7 Independent Contractors. The parties are independent contractors; nothing creates an agency, partnership or joint venture.
    18.8 Publicity. With Customer’s prior written consent, HyperBlocks may include Customer’s name and logo in its customer lists and marketing materials.
    18.9 Headings. Headings are for convenience only and do not affect interpretation.

    Thank you for choosing HyperBlocks AI!

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