Terms & Conditions

1.Acceptance & contracting party

These Terms are entered into between Taku Ventures Private Limited (operating the Brainam product) and you, the Customer. By using any part of the Services, you accept these Terms in full.

We may change these Terms at any time by notifying you (by email, in-product banner, or by posting an updated version with a revised “Last Updated” date). Your continued use of the Services after notice of changes constitutes your acceptance of the updated Terms. Material changes will be notified at least 30 days in advance.

These Terms, together with our Privacy Policy and (where applicable) our Data Processing Addendum (available on request at hello@brainam.ai), constitute the entire agreement between you and Brainam.

2.Eligibility & authority

By using the Services you represent and warrant that:

• You are at least 18 years old and legally capable of entering into binding agreements under the Indian Contract Act, 1872 (or equivalent law of your jurisdiction).
• If you are using the Services on behalf of an organisation, you have the authority to bind that organisation to these Terms.
• You will comply with all applicable Indian and international laws, including export-control and sanctions laws. You are not located in, or a national of, a country subject to a comprehensive embargo or sanctions imposed by India, the United Nations, the United States, the European Union or the United Kingdom.
• All registration and account information you provide is accurate, current and complete, and you will keep it updated.

3.The Services

Brainam provides an AI agent platform that allows Customers to build, train, and deploy AI agents for customer support, sales outreach, research, and operational workflows. The Services include:

• Training Room — a visual interface for creating and training AI agents on Customer-supplied content.
• Production Mode — live execution of trained agents against real workloads.
• Recruit and Marketplace — access to pre-built and Customer-deployed agents.
• Third-party integrations — OAuth and API connections to platforms such as Google Workspace, Meta (WhatsApp / Instagram / Facebook), Zoho, and others.
• Chip-based usage metering — a per-action billing unit (see Section 7).
• Bring-Your-Own-Key (BYOK) — the option to connect your own AI provider API keys at a flat subscription fee.

We may modify, suspend, terminate, or update any feature, tier, or pricing component of the Services at any time. Where changes are material, we will give reasonable advance notice.

4.Accounts & security

To use most of the Services you must create an Account. You are solely responsible for:

• Maintaining the strict confidentiality of your account credentials, API tokens, and connected OAuth credentials.
• Restricting unauthorised access to your devices and Account.
• All activities, agent executions, chip consumption, and transactions conducted through your Account — including by your employees, contractors and Users you authorise.

You must notify us immediately at hello@brainam.ai upon discovering any unauthorised use of your Account or other security breach. You agree not to share Account credentials or use a single Account across multiple businesses or unrelated end users without our written consent.

5.Acceptable Use Policy

You agree NOT to use the Services, and not to permit any User to use the Services, for any of the following:

5.1 General prohibitions

• Any illegal, fraudulent, deceptive or unauthorised purpose.
• Infringement of intellectual property, privacy, or publicity rights of any person.
• Uploading, transmitting or distributing harmful code, malware, ransomware, or viruses.
• Harassment, abuse, stalking, defamation, doxxing, or threatening any individual.
• Attempting to bypass, reverse-engineer, decompile, scrape, or copy any part of the Services or our underlying models.
• Automated scraping, data extraction, or stress-testing without our express written permission.
• Activity that violates Indian law or any applicable international law.

5.2 AI-specific prohibitions

You must not use the Services, or any AI output produced by the Services, to generate, distribute, or facilitate:

• Child sexual abuse material (CSAM) or any content sexualising minors.
• Content that promotes terrorism, violent extremism, or imminent physical harm.
• Deepfakes, voice clones, or other synthetic media of real individuals without their explicit, verifiable consent.
• Election manipulation, political disinformation, or impersonation of candidates, officials, or government bodies.
• Automated mass-spam, robocalls, unsolicited SMS, or unsolicited WhatsApp/Meta messaging.
• Standalone medical, legal, financial, psychological or other professional advice presented to end users as authoritative without qualified human review.
• Fully automated decisions with legal or similarly significant effects on individuals (employment, credit, immigration, benefits) without meaningful human oversight.
• Surveillance, profiling, biometric identification, or social-scoring of individuals in violation of applicable law.

5.3 Compliance with model-provider policies

The Services rely on third-party AI providers (including Anthropic, OpenAI and Google). You must also comply with the acceptable-use policies of those providers, including:

• Anthropic Acceptable Use Policy
• OpenAI Usage Policies
• Google Generative AI Prohibited Use Policy

A breach of any such third-party policy is also a breach of these Terms.

6.Third-party platform compliance

When you use Brainam to interact with third-party platforms (Google, Meta, Zoho, WhatsApp Business, Instagram, Facebook, LinkedIn, and others), you are simultaneously bound by the terms, developer policies, and API guidelines of those platforms.

In particular:

• Use of Google APIs is subject to the Google API Services User Data Policy, including the Limited Use requirements.
• Use of Meta Platforms is subject to the Meta Platform Terms, Meta Developer Policies, and the WhatsApp Business Solution Terms.
• Use of Zoho integrations is subject to the Zoho Marketplace Developer Policies.

You are solely responsible for ensuring that your use of any third-party platform via Brainam complies with that platform’s rules. We are not liable for, and you indemnify us against, any account suspension, throttling, API revocation, or penalty imposed on you by a third-party platform.

7.Chips, BYOK, fees & refunds

7.1 Chip-based metering

The Services are metered in Chips. One Chip is a unit of AI inference, calculated as:

Chip consumption is calculated at the time an agent action executes and is final and non-reversible, except where adjusted by our automated reconciliation system (see Section 7.6).

7.2 Chip top-up packs

Brainam offers lifetime, one-time chip top-up packs (currently ₹499, ₹999, ₹1,499 and ₹1,999, subject to change). Paid Chips do not expire so long as your Account remains active and in good standing.

7.3 Bring-Your-Own-Key (BYOK)

BYOK allows you to connect your own AI provider API keys (Anthropic, OpenAI, Google) to your agents. BYOK is offered as either a ₹999 / month recurring subscription or a ₹4,999 lifetime one-time fee, per agent. When BYOK is enabled, you are billed directly by the underlying AI provider for inference, and Brainam does not consume Chips for that agent’s runs.

7.4 Chips are not currency

7.5 No change-of-mind refunds

Because Chips are delivered instantly upon payment and can be consumed immediately, all chip top-up fees and BYOK fees are non-refundable for change of mind or non-use, except as required by law.

Refunds will only be issued in the following circumstances:

• Duplicate charges resulting from a payment processor error.
• A successful payment for which Chips or BYOK access were not credited within 48 hours of payment confirmation.
• Where Brainam terminates your Account without cause under Section 17, in which case unconsumed Chips purchased in the preceding 12 months will be refunded on a pro-rata basis.

Refunds will be issued through the original payment method via our payment processor, Razorpay Software Private Limited, within 7–10 business days of approval.

7.6 Billing reconciliation

Brainam operates an automated chip reconciliation system. In the event of a billing dispute, the disputed amount will be held in a pending state pending manual review. You may request review of any chip charge within 30 days of the charge by writing to hello@brainam.ai with the relevant agent run identifier.

7.7 Taxes

All fees are exclusive of applicable taxes (including GST and TDS). You are responsible for all taxes applicable to your purchases, except for taxes on Brainam’s net income.

7.8 Late payments & suspension

If a BYOK subscription payment fails, we may suspend BYOK access until payment is restored. If you have insufficient Chips for an action, we may queue or fail that action without liability.

8.Promotional chips & anti-abuse

Brainam may from time to time offer promotional, non-monetary chip credits (“Promotional Chips”), including a sign-up bonus of up to 50,000 Promotional Chips. Promotional Chips are subject to the following terms in addition to those above:

• Promotional Chips have no cash value and cannot be redeemed for cash, refunded or transferred.
• Promotional Chips may expire on a date specified at the time of the promotion, or upon termination of the promotion.
• Where an Account has both Paid Chips and Promotional Chips, Promotional Chips are consumed first, unless we indicate otherwise in-product.
• Promotional Chips are limited to one promotional offer per individual and per business entity. Creation of multiple accounts to claim additional Promotional Chips is prohibited.
• We reserve the right to modify, suspend, or revoke Promotional Chips at any time, including in cases of suspected system manipulation, multi-account abuse, fraudulent activity, or breach of these Terms.

8.1 Free Sessions & gated features

Brainam grants new Accounts a limited number of free Training Room sessions (currently two, cumulative across all days). After exhausting free sessions, further access to the Training Room requires a chip top-up or active BYOK subscription. Similarly, certain features (including Recruit) require either a paid chip top-up or an active BYOK subscription on the relevant agent. These thresholds may change with notice.

9.Customer data & output ownership

9.1 Customer data

“Customer Data” means any data, content, prompts, knowledge files, configurations or other material that you, your Users, or your connected integrations submit to the Services. As between you and Brainam, you retain all right, title and interest in and to Customer Data.

You grant Brainam a worldwide, non-exclusive, royalty-free, non-transferable licence to host, process, transmit and display Customer Data solely as needed to (i) provide the Services to you, (ii) prevent or address technical or security issues, (iii) comply with law, and (iv) generate aggregated, de-identified analytics in accordance with Section 9.4.

9.2 Output ownership

Subject to your compliance with these Terms and full payment of applicable fees, Brainam assigns to you all of its right, title and interest in and to Outputs generated by the Services in response to your inputs. “Outputs” means the responses, content, actions and artefacts produced by your agents.

You are solely responsible for ensuring that Outputs are reviewed, validated and do not infringe third-party rights or applicable laws before they are deployed in any business, customer-facing, financial, medical, or legal context.

9.3 No training on your data

Brainam does not use Customer Data or Outputs to train, fine-tune, or otherwise improve any general-purpose foundation model. Your data remains logically isolated to your Brainam workspace.

9.4 Aggregate & de-identified data

We may generate aggregated, statistical, de-identified data from usage of the Services (for example, “X% of agents fail at step Y”) and use it to operate, secure, and improve the Services. Such aggregated data is not Customer Data and may be retained indefinitely.

9.5 Customer warranties on data

You warrant that:

• You have all necessary rights, consents and authority to submit Customer Data to the Services.
• Customer Data does not infringe any third-party Intellectual Property Right, privacy right, or publicity right.
• Customer Data does not contain malware, illegal content, or content prohibited under Section 5.

9.6 Data Processing Addendum

Where you use the Services to process personal data of EU, UK or Indian individuals, our Data Processing Addendum (DPA) applies and is incorporated by reference. The DPA is available on request at hello@brainam.ai. Under the DPDP Act, 2023, you act as the Data Fiduciary for personal data you submit through the Services, and Brainam acts as the Data Processor on your behalf.

10.AI-generated content & disclaimers

Brainam uses artificial intelligence, large language models, and automated logic to generate Outputs. You acknowledge and agree that:

• AI-generated responses, data, and recommendations may contain inaccuracies, hallucinations, biases or errors.
• All Outputs should be independently reviewed by a qualified human before being used for business, financial, medical, legal, or any other consequential decision.
• Brainam does not warrant the accuracy, completeness, reliability, or context-appropriateness of any Output.
• You are solely responsible for how Outputs are used, deployed, or relied upon, including any communications sent to your customers, employees or counterparties.

11.Third-party integrations & BYOK liability

11.1 Connected integrations

By connecting third-party services to Brainam, you authorise Brainam to access, transmit, and process data via those integrations solely for the purpose of providing the Services. You are responsible for maintaining the necessary permissions, OAuth scopes, and compliance with each integration’s policies.

We are not responsible for downtime, data loss, policy changes, account restrictions, throttling, or revocation of access imposed on you by any third-party provider.

11.2 BYOK and own API keys

Where you choose to connect your own API keys to Brainam (BYOK), you are solely responsible for:

• All usage, costs and overage fees charged by the third-party provider.
• Compliance with the provider’s terms, rate limits and acceptable-use policies.
• Securing and rotating your API keys.

Brainam accepts no liability for charges, restrictions, or losses arising from your use of own API keys, and BYOK subscription fees payable to us will not be reduced or refunded on the basis of such third-party charges.

11.3 No guarantee of integration continuity

Third-party providers may change, deprecate, or remove their APIs without notice. We do not guarantee the continued availability of any specific integration. Where an integration is materially affected, we will use reasonable efforts to notify you.

12.Intellectual property

All right, title and interest in and to the Services — including all software, source code, models, model weights, training data (excluding Customer Data), branding, logos, UI/UX layouts, designs, graphics, documentation and any improvements thereto — are and remain the exclusive property of Taku Ventures Private Limited or its licensors.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Services strictly in accordance with these Terms. You may not:

• Copy, reproduce, modify, distribute, host, or create derivative works of the Services.
• Decompile, disassemble, reverse-engineer, or attempt to derive the source code or model weights.
• Remove or alter any copyright, trademark, or proprietary notice.
• Use the “Brainam” name, logo, or any Brainam trademarks without our prior written consent.
• Train any competing AI model or product using Outputs, screenshots, or other materials extracted from the Services.

“Brainam” and the Brainam logo are trademarks of Taku Ventures Private Limited. All rights reserved.

12.1 Feedback

If you provide us with suggestions, feedback, or ideas about the Services, you grant Brainam a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback to operate, improve, market, and develop the Services, without obligation or attribution.

12.2 Customer publicity

Brainam may identify you by name and logo on our website, sales materials and investor communications as a Brainam customer, unless you opt out by emailing hello@brainam.ai.

13.Confidentiality

Each party (the “Receiving Party”) may have access to confidential and proprietary information of the other party (the “Disclosing Party”), including business plans, technical information, Customer Data, source code, pricing, and product roadmap (“Confidential Information”).

The Receiving Party agrees to:

• Use Confidential Information solely to exercise rights and perform obligations under these Terms.
• Protect Confidential Information using at least the same degree of care it uses for its own confidential information, and in any case no less than reasonable care.
• Not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective.
• Promptly notify the Disclosing Party of any actual or suspected unauthorised use or disclosure.

Confidential Information does not include information that (i) is or becomes publicly available without breach of these Terms, (ii) was rightfully known to the Receiving Party before disclosure, (iii) is independently developed without reference to the Disclosing Party’s Confidential Information, or (iv) is rightfully received from a third party without breach of any obligation.

14.Availability, warranties & Beta features

14.1 Service availability

We use commercially reasonable efforts to keep the Services available, but we do not guarantee uninterrupted, error-free, or secure operation. The Services are provided on an “as-is” and “as-available” basis. We are not liable for downtime, delays, data loss, technical interruptions, scheduled maintenance, internet failures, or failures of upstream AI providers.

14.2 Disclaimer of warranties

To the maximum extent permitted by law, Brainam disclaims all warranties, conditions and representations (express, implied or statutory) regarding the Services, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or trade usage.

14.3 Beta and experimental features

Some features may be designated as “Beta”, “Preview”, “Experimental” or similar. Beta features are:

• Provided strictly on an as-is basis without any warranty.
• Not covered by any availability target or service-level commitment.
• May change, behave unexpectedly, or be discontinued at any time without notice.
• May be excluded from Promotional Chip eligibility.

You acknowledge that Beta features may be unstable and use them at your own risk.

15.Limitation of liability

To the maximum extent permitted by law, Brainam shall not be liable for any:

• Indirect, incidental, special, consequential, exemplary, or punitive damages;
• Loss of profits, revenue, savings, goodwill, or business opportunity;
• Loss, corruption, or inaccuracy of data;
• Loss arising from AI-generated content, hallucinations, or errors;
• Loss arising from third-party platforms, integrations, or providers;
• Loss arising from unauthorised access to your Account due to your failure to safeguard credentials.

These limitations apply whether or not Brainam has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose.

16.Indemnification

You agree to indemnify, defend and hold harmless Brainam, its directors, officers, employees, affiliates and partners from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• Your misuse of, or unauthorised access to, the Services;
• Your breach of these Terms, including the Acceptable Use Policy;
• Your Customer Data, prompts, knowledge files, or Outputs (including any third-party IP, privacy or publicity claim);
• Your violation of any applicable law, including data-protection laws;
• Your violation of any third-party platform’s terms (Google, Meta, Zoho, etc.);
• Your use of third-party API keys connected via BYOK.

17.Suspension & termination

17.1 By you

You may stop using the Services at any time. You may close your Account by going to Settings → Account → Delete Account in the product, or by emailing hello@brainam.ai.

17.2 By Brainam

We may suspend or terminate your access to all or part of the Services immediately, with or without notice, if:

• You breach these Terms, including the Acceptable Use Policy or any third-party platform’s terms.
• We reasonably suspect fraudulent, illegal, or abusive activity.
• Your use creates a security, legal, regulatory, or operational risk to Brainam or third parties.
• Required by law, government request, or court order.
• You become insolvent, bankrupt, or enter into reorganisation proceedings.

17.3 Effect of termination

Upon termination of your Account:

• Your right to access the Services ends immediately.
• All unconsumed Chips (Paid or Promotional) are forfeited and become non-refundable, except as set out in Section 7.5.
• You will have a 30-day window to export Customer Data from the product before it is permanently deleted (unless we are required by law to delete sooner).
• Sections that by their nature should survive (including IP, confidentiality, indemnity, limitation of liability, governing law and these survival provisions) shall survive termination.

18.Force majeure, disputes & governing law

18.1 Force majeure

Neither party will be liable for any delay or failure to perform under these Terms if such delay or failure results from any cause beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, sabotage, government action, embargo, riot, civil commotion, labour disputes, infrastructure outages, internet failures, cloud-provider outages, or failures of upstream AI providers. If a force majeure event continues for more than 30 consecutive days, either party may terminate these Terms by written notice.

18.2 Dispute resolution

Before commencing any formal proceedings, the parties shall attempt in good faith to resolve any dispute through negotiation. A party claiming a dispute shall give written notice to the other party with reasonable details. The parties shall meet (in person or by video conference) within 10 business days to seek resolution. If the dispute is not resolved within 30 business days of the notice, either party may refer the dispute to arbitration in accordance with Section 18.3.

18.3 Arbitration

Any unresolved dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 (as amended). The seat and venue of arbitration shall be New Delhi, India. The arbitration shall be conducted in English by a sole arbitrator mutually appointed by the parties (or, failing agreement, appointed under the said Act). The award of the arbitrator shall be final and binding.

18.4 Governing law & jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of India. Subject to Section 18.3, the courts at New Delhi, India shall have exclusive jurisdiction to grant interim or injunctive relief and to enforce arbitral awards.

19.General provisions

19.1 Notices

All legal notices to Brainam must be sent to hello@brainam.ai with a copy to our registered office. Notices to you will be sent to the email address on your Account. A notice is deemed received: by email, 24 hours after sending (provided no bounce-back is received); by hand, at the time of delivery; by registered post, three business days after posting.

19.2 Assignment

You may not assign, transfer, or sub-licence any of your rights or obligations under these Terms without our prior written consent. Brainam may assign or transfer these Terms in whole or in part to an affiliate or in connection with a merger, acquisition, financing or sale of assets.

19.3 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

19.4 No waiver

No failure or delay by Brainam in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver is effective only if given in writing by Brainam.

19.5 Entire agreement

These Terms, together with the Privacy Policy and (where applicable) the DPA, constitute the entire agreement between you and Brainam, and supersede all prior or contemporaneous agreements, communications and understandings, whether written or oral.

19.6 Relationship

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and Brainam. Neither party has authority to bind the other.

19.7 Survival

The provisions of Sections 7 (fees already due), 9 (data & output ownership), 12 (IP), 13 (confidentiality), 15 (limitation of liability), 16 (indemnification), 17.3 (effect of termination), 18 (disputes & governing law), and 19 (general) shall survive termination of these Terms.

19.8 Headings & interpretation

Headings are for convenience only and do not affect interpretation. References to “including” mean “including without limitation”. Singular includes plural and vice versa.

20.Definitions

Account

The user account created by you on Brainam to access the Services.

Acceptable Use Policy

The rules and prohibitions set out in Section 5, as updated from time to time.

Active Subscription

Any paid Brainam subscription or active chip-holding Account that is current and not subject to cancellation, suspension or termination under these Terms.

BYOK

“Bring Your Own Key” — the option to connect your own AI provider API keys to your agents under a flat subscription or lifetime fee.

Chips

The unit of measure for AI inference usage on the Services, calculated as Base Tokens × Mode multiplier × Tier multiplier.

Confidential Information

Defined in Section 13.

Customer / User

The individual or entity that has agreed to these Terms and is accessing or using the Services.

Customer Data

All data, content, prompts, knowledge files, configurations or other material submitted by you, your Users, or your connected integrations to the Services.

DPA

Brainam’s Data Processing Addendum, available on request at hello@brainam.ai, which applies where Customer processes personal data through the Services.

Force Majeure Event

Any event beyond a party’s reasonable control, as described in Section 18.1.

Intellectual Property Rights

All intellectual property rights including copyrights, trademarks, patents, design rights, database rights, trade secrets and any similar rights, whether registered or unregistered, anywhere in the world.

Outputs

The responses, content, actions and artefacts produced by your agents in response to your inputs.

Paid Chips

Chips purchased by you through a paid top-up.

Personnel

Officers, employees, contractors and agents of a party.

Promotional Chips

Chips granted by Brainam at no cost as part of a promotional offer, including the sign-up bonus.

Services

The Brainam website, products, software, APIs, AI agents, automation services, chip-based usage system, BYOK subscriptions and related platforms available through brainam.ai.

User

Any end user authorised by you to access the Services through your Account, including your Personnel.

21.Contact

For any questions, clarifications, or grievances regarding these Terms, please contact us: