End Customer Terms

These End Customer Terms (the “Terms”) govern access to and use of the Brine AI platform (the “Platform”) by a customer (“End Customer,” “you,” or “your”) that has acquired a subscription to the Platform through an authorized Managed Automation Provider (“MAP”). These Terms are a binding agreement between you and Brine AI, Inc., a Delaware corporation (“Brine,” “we,” or “us”). By accessing or using the Platform, you accept these Terms.

The commercial relationship between you and your MAP, including pricing, support, and service levels, is governed by a separate agreement between you and your MAP (the “MAP Customer Agreement”). These Terms govern only the relationship between you and Brine with respect to the Platform. In the event of a conflict regarding the Platform itself, these Terms control; the MAP Customer Agreement governs the services your MAP provides.

1. Definitions

“Authorized User” means an individual whom End Customer permits to access the Platform under End Customer’s account.

“End Customer Data” means data, content, inputs, and outputs submitted to or generated through the Platform by or on behalf of End Customer or its Authorized Users.

“Inputs” means prompts, files, and other materials that End Customer submits to the Platform. “Outputs” means the content generated by the Platform in response to Inputs.

“MAP” means the authorized Managed Automation Provider through which End Customer acquires and accesses the Platform.

“Prohibited Data” means: (a) protected health information subject to the Health Insurance Portability and Accountability Act and its implementing regulations (“HIPAA”); (b) nonpublic personal information subject to the Gramm-Leach-Bliley Act and its implementing regulations (“GLBA”); (c) personal information of children subject to the Children’s Online Privacy Protection Act (“COPPA”); (d) education records protected by the Family Educational Rights and Privacy Act and its implementing regulations (“FERPA”); (e) payment-card account data subject to the Payment Card Industry Data Security Standard (“PCI DSS”); (f) government-issued identification numbers; (g) special categories of personal data under Article 9 of the GDPR; and (h) any other category of data that Brine identifies as prohibited in the Trust Center because its processing requires legal, contractual, security, or compliance measures not included in the applicable Platform offering. Prohibited Data may be submitted to or processed through the Platform only if (i) Brine expressly authorizes that category of data for End Customer in an Order Form or other written agreement signed by Brine, and (ii) Brine and the applicable counterparty have executed any supplemental agreement required by applicable law for that data category, such as a business associate agreement for protected health information.

“Trust Center” means Brine’s online resource describing its security, privacy, and compliance posture.

2. Access to the Services

2.1 Platform

Subject to these Terms and End Customer’s active subscription through its MAP, Brine grants End Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for End Customer’s internal business purposes. Brine may monitor usage, modify or improve features, and suspend or terminate access for non-compliance in accordance with these Terms.

2.2 Support

End Customer’s MAP handles all onboarding, support, and service requests under the MAP Customer Agreement. Brine supports the MAP under its agreement with the MAP and owes no general support obligation directly to End Customer. Notwithstanding the foregoing, Brine may communicate directly with End Customer regarding security incidents, personal data breach notifications, tenant isolation failures, and scheduled platform maintenance or service notices.

2.3 MAP Services

The MAP is solely responsible for the managed services it provides to End Customer. Brine is not a party to the MAP Customer Agreement and disclaims responsibility for the acts, omissions, quality, or timing of any services provided by the MAP.

3. Use of the Services

3.1 Compliance

End Customer is responsible for its and its Authorized Users’ use of the Platform and for compliance with all applicable laws, including obtaining all consents and permissions necessary for the submission and processing of End Customer Data.

3.2 Restrictions

End Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, or attempt to derive the source code of the Platform; (b) copy, modify, or create derivative works of the Platform; (c) upload unlawful, infringing, or malicious content; or (d) submit Prohibited Data except as expressly authorized under the definition of Prohibited Data in Section 1, including Brine’s execution of any legally required supplemental agreement.

3.3 Internal Business Purposes Only

End Customer may use the Platform only for its own internal business purposes. End Customer may not resell, sublicense, rent, or make the Platform available to any third party, or operate it as a service bureau or on behalf of third parties.

3.4 Supplemental Terms

Certain features may be subject to supplemental terms presented at the time of use, which are incorporated into these Terms and control in case of conflict as to that feature.

4. Term and Termination

4.1 Failure to Pay

Brine may suspend or terminate End Customer’s access if End Customer’s MAP fails to pay Brine the amounts attributable to End Customer’s subscription, even if End Customer has paid its MAP, without liability to End Customer and without refund from Brine. End Customer’s recourse for any payment or refund dispute is against its MAP. Section 4.4 describes options that may preserve End Customer’s access in that situation.

4.2 Cause

Either party may terminate these Terms for material breach that remains uncured after reasonable notice. Brine may suspend or terminate access immediately where continued access poses a security, legal, or operational risk.

4.3 Effect; Data Export

Upon termination, End Customer’s right to access the Platform ceases. For fifteen (15) days after termination, Brine will, on End Customer’s request, make End Customer Data available for export, excluding error logs and internal usage data, unless providing access is prohibited by law or would create a material security risk. After that period, Brine may delete End Customer Data in the ordinary course.

4.4 MAP Transition

If End Customer’s MAP ceases to be an authorized MAP, materially breaches its agreement with Brine, becomes insolvent, fails to pay Brine amounts attributable to End Customer’s subscription, or fails to support End Customer’s subscription, Brine may, at its option, continue End Customer’s access to the Platform directly or through another authorized MAP for the remainder of the then-current subscription term. Nothing in these Terms obligates Brine to continue access after End Customer’s subscription through its MAP ends.

4.5 Survival

Sections 1, 3.2, 4.3, 4.4, 4.5, 5, 6, 7, 8, 9, 10, and 11 survive termination.

5. Confidential Information

5.1 Obligations

Each party will protect the other’s non-public information disclosed in connection with the Platform with reasonable care and use it only as permitted under these Terms. End Customer Data is treated as End Customer’s confidential information. Standard exceptions apply for information that is public, independently developed, or lawfully obtained without restriction, and for disclosures required by law. Confidentiality obligations survive for five (5) years after termination, except for trade secrets, which remain protected for as long as they qualify as such under applicable law.

6. AI Services and End Customer Content

6.1 Inputs and Outputs

As between End Customer and Brine, End Customer owns its Inputs and Outputs and is responsible for its use of them. Outputs are generated by artificial intelligence and are provided “as is.” Brine does not warrant that Outputs are accurate, complete, current, non-infringing, unique to End Customer, or suitable for any particular purpose, and End Customer is responsible for reviewing Outputs before relying on them.

6.2 Ownership of End Customer Data

As between the parties, End Customer owns all End Customer Data. Brine claims no ownership of End Customer Data.

6.3 Limited License to Brine

End Customer grants Brine a limited, non-exclusive license to host, process, and use End Customer Data solely to provide, maintain, and secure the Platform for End Customer through its MAP. Brine does not use End Customer Data to train artificial-intelligence models.

6.4 Operational Data

Brine collects and retains technical logs, usage metadata, and performance data to operate, secure, and improve the Platform, and may use such data in anonymized, aggregated form for benchmarking and internal operational purposes.

6.5 Feedback

If End Customer provides feedback or suggestions regarding the Platform, Brine may use them without restriction. This does not apply to End Customer Data.

6.6 Model and Infrastructure Providers

The Platform relies on third-party model and infrastructure providers. Infrastructure providers, and model providers accessed through Brine’s platform-managed provider accounts, are subprocessors Brine engages, and Brine’s commitments regarding them are set out in the Trust Center and, where executed, the applicable Data Processing Addendum. Model providers End Customer designates by supplying its own credentials act on End Customer’s behalf under End Customer’s own agreement with that provider and are not Brine subprocessors; Brine’s responsibility for them is limited to transmitting data as instructed through the Platform and protecting stored credentials.

6.7 Data Security

Brine maintains administrative, technical, and organizational safeguards appropriate to the nature of End Customer Data, as described in the Trust Center. Brine’s processing of personal data within End Customer Data is described in the Trust Center and, where executed, governed by the applicable Data Processing Addendum.

7. Third-Party Services

7.1 Third-Party Services

Third-party services that End Customer elects to enable or connect through the Platform, including third-party AI services and open-source components, are provided “as is” and are governed by their respective providers’ terms, and Brine disclaims all warranties and liability with respect to them. The third-party model and infrastructure providers Brine engages as subprocessors are not subject to this Section; Brine’s responsibility for them is described in Section 6.6, the Trust Center, and, where executed, the applicable Data Processing Addendum.

8. Intellectual Property Rights

8.1 Brine IP

The Platform, its documentation, and the Brine name and marks are and remain the exclusive property of Brine. End Customer receives only the limited access rights expressly granted in these Terms and acquires no other right, title, or interest in the Platform. End Customer’s ownership of End Customer Data is separate from Brine’s ownership of the Platform.

9. Representations, Warranties, and Disclaimers

9.1 End Customer Warranties

End Customer represents and warrants that it has all rights necessary to submit End Customer Data and grant the license in Section 6.3, and that End Customer Data does not infringe third-party rights, violate law, or contain malicious code.

9.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND BRINE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BRINE DISCLAIMS ALL LIABILITY FOR THIRD-PARTY SERVICES, AI OUTPUTS, AND THE SERVICES PROVIDED BY END CUSTOMER’S MAP.

10. Indemnification and Limitation of Liability

10.1 Indemnification

End Customer will defend, indemnify, and hold harmless Brine and its affiliates from and against third-party claims, and resulting losses, arising out of (a) End Customer Data; (b) End Customer’s unlawful or unauthorized use of the Platform; (c) End Customer’s infringement or violation of third-party rights; or (d) End Customer’s breach of these Terms, except to the extent caused by Brine’s fraud or gross negligence.

10.2 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRINE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL.

10.3 Cap

Brine’s total cumulative liability arising out of or related to these Terms will not exceed the greater of (a) the amounts paid for the Platform attributable to End Customer in the twelve (12) months preceding the event giving rise to liability, or (b) one thousand United States dollars (USD $1,000). The parties acknowledge that End Customer’s commercial relationship, including fees and remedies, is with its MAP.

11. General

11.1 Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, with exclusive jurisdiction and venue in the state and federal courts located in Delaware.

11.2 Export and Compliance

End Customer will comply with applicable export control, sanctions, and anti-corruption laws in its use of the Platform.

11.3 Remedies

Breach of the intellectual property or use restrictions in these Terms may cause irreparable harm for which Brine may seek injunctive relief without posting a bond. The prevailing party in any dispute is entitled to recover reasonable attorneys’ fees and costs.

11.4 Assignment

End Customer may not assign these Terms without Brine’s prior written consent. Brine may assign freely. These Terms bind and benefit permitted successors and assigns.

11.5 Independent Contractors

The parties are independent contractors. These Terms create no agency, partnership, or joint venture between End Customer and Brine.

11.6 Changes; Notices

Brine may modify these Terms by posting an updated version or providing notice through the Platform or the MAP; continued use after the effective date constitutes acceptance. Changes that materially reduce End Customer’s rights or materially increase End Customer’s obligations take effect at the start of End Customer’s next subscription term, unless the change is required by applicable law or is necessary to address a security or legal risk. Notices to Brine must be in writing to legal@brine.ai.

11.7 Entire Agreement

These Terms, together with any supplemental terms and any executed Data Processing Addendum, are the entire agreement between End Customer and Brine regarding the Platform and supersede all prior understandings on that subject. If any provision is held unenforceable, the remaining provisions remain in effect.

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