MindBreak AI Consulting – Terms of Service

Effective Date: September 5, 2025
Last Updated: September 5, 2025

1. Agreement to Terms

By accessing or using any website, application, API, dashboard, agent, or professional service (collectively, the “Services”) offered by MindBreak AI Consulting, LLC (“MindBreak AI,” “we,” “our,” or “us”), you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity; “you” and “your” will refer to that entity. If you do not agree, do not use the Services.

These Terms incorporate our Privacy Policy, any Statement of Work (“SOW”), Order Form, Data Processing Agreement (“DPA”), or additional written supplement executed by the parties (collectively, the “Agreement”). In the event of a conflict, the documents control in the following order: (1) SOW or Order Form, (2) DPA, (3) these Terms, (4) Privacy Policy.

2. Definitions

3. Eligibility & Account Registration

You must be at least 18 years old—and not barred by applicable law—to use the Services. Certain features require creating an account and providing accurate, complete registration information. You are responsible for safeguarding account credentials and any activity under your account.

4. Scope of Services

Consulting & Implementation. We may design, build, deploy, or operate AI agents, automations, and related software pursuant to an SOW.

Managed SaaS & APIs. We host dashboards, endpoints, or models accessible on a subscription or usage basis.

Support. Support tiers, response times, and deliverables are defined in the applicable Order Form or SOW.

We reserve the right to modify, suspend, or discontinue Services upon reasonable notice (email or in-app notice sufficient) unless otherwise specified in a paid SOW.

5. Acceptable Use

You must not:

• Violate any law, regulation, or court order (including export-control and sanctions laws).
• Infringe or misappropriate intellectual-property or privacy rights.
• Submit or generate content that is illegal, harmful, violent, harassing, discriminatory, sexually explicit, or otherwise prohibited by MindBreak AI content standards or the relevant AI Provider.
• Reverse-engineer, decompile, or attempt to extract source code or model weights.
• Use the Services to develop or train competing foundation models without our prior written consent.
• Interfere with or disrupt networks, compromise security, or overload infrastructure (e.g., excessive call volumes, denial-of-service).

MindBreak AI may suspend or terminate access for violations without liability.

6. Client Content & Output

Ownership. As between the parties, you retain all rights to Client Content; we retain all rights to underlying software, prompts, and know-how used to provide the Services.

License to Us. You grant MindBreak AI a non-exclusive, worldwide, royalty-free license to host, process, reproduce, and display Client Content solely to provide and improve the Services and fulfill our contractual obligations.

Output Rights. Subject to your compliance with these Terms, MindBreak AI assigns to you any copyright we may own in Output. Some Output may be similar to content generated for others due to model architecture or overlapping prompts; you acknowledge that such similarity does not confer exclusivity.

Client Responsibility. You are responsible for reviewing Output for accuracy, bias, and suitability before use. AI content can be probabilistic and may contain errors. Do not rely on Output as professional advice.

7. Third-Party Services & Sub-Processors

We may integrate or subcontract to third parties—including AI Providers, cloud hosts, and payment processors—to deliver the Services. We remain responsible for their performance under these Terms and will list material sub-processors in our DPA or online trust center.

8. Fees & Payment

Unless otherwise stated in an Order Form:

• Subscription or Usage Fees are billed monthly in arrears; professional-services fees may be milestone-based.
• Payments are due 30 days from invoice date and must be made in U.S. Dollars via ACH, wire, or credit card.
• Late payments accrue 1.5% per month (or the maximum allowed by law) and may trigger service suspension.
• Fees are exclusive of taxes; you are responsible for sales, VAT, GST, or similar taxes (excluding taxes on MindBreak AI’s net income).

9. Confidentiality

“Confidential Information” means non-public information disclosed by either party that is marked or reasonably should be considered confidential (including Client Content, product plans, pricing, and trade secrets). Receiving party will:

• use Confidential Information only to perform under the Agreement;
• protect it with at least reasonable care;
• not disclose it to third parties except to employees, contractors, or sub-processors with a need to know and subject to confidentiality obligations.

Exclusions: information that is (a) generally available without breach, (b) independently developed, or (c) obtained from a third party without duty of confidentiality.

10. Data Protection

Both parties agree to comply with applicable privacy and data-protection laws. Where Client Content includes “personal data” under GDPR, CCPA, or similar laws, the parties will execute the MindBreak AI DPA, which incorporates Standard Contractual Clauses as required. See our Privacy Policy for details on data collection and processing.

11. Warranties

MindBreak AI warrants that:

• Services will materially conform to any mutually executed SOW or documentation;
• Professional services will be performed with reasonable skill and care.

Disclaimers. Except as expressly stated, Services, Output, and Beta Services are provided “AS IS” without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, non-infringement, accuracy, or availability. MindBreak AI does not warrant that the Services are error-free or uninterrupted.

12. Limitation of Liability

To the maximum extent permitted by law:

• Neither party shall be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, business interruption, or loss of data, even if advised of the possibility.
• Each party’s total aggregate liability arising out of or related to the Agreement will not exceed the amount paid or payable by Client to MindBreak AI in the twelve (12) months preceding the claim (excluding amounts paid for Beta Services), except for (a) breach of confidentiality, (b) indemnification obligations, or (c) Client’s unpaid fees, where the cap does not apply.

Some jurisdictions do not allow certain disclaimers; in such cases, liability is limited to the smallest amount permitted by law.

13. Indemnification

By MindBreak AI. We will defend and indemnify you against third-party claims alleging that the Services (excluding Client Content) infringe a U.S. patent, trademark, or copyright, provided you promptly notify us and cooperate in the defense.

By Client. You will defend and indemnify MindBreak AI from any claim or loss arising from (a) Client Content, (b) your violation of law or these Terms, or (c) use of the Services in combination with data or software not supplied by MindBreak AI, to the extent the claim would not have arisen but for such combination.

14. Term & Termination

Term. These Terms commence on the earlier of (i) your first use of the Services or (ii) effective date of the first SOW, and continue until all SOWs expire or are terminated.

Termination for Convenience. Either party may terminate month-to-month SaaS subscriptions by providing 30 days’ written notice (email sufficient) unless a longer commitment term is specified in an Order Form.

Termination for Cause. Either party may terminate immediately for the other party’s material breach if not cured within 30 days after written notice, or if the other party becomes insolvent or subject to bankruptcy proceedings.

Effect. Upon termination: (a) all licenses granted to you end; (b) you will pay outstanding fees; (c) each party will return or delete the other’s Confidential Information, except archival backups retained for legal compliance. Sections 5, 6, 8, 9, 11–17 survive.

15. Export & Sanctions Compliance

You must comply with U.S. Export Administration Regulations (EAR), U.S. and other applicable sanctions laws. You represent that you are not (a) located in or a resident of a comprehensively sanctioned country (e.g., Cuba, Iran, North Korea, Syria, Crimea, Donetsk, or Luhansk), or (b) on any U.S. government restricted-party list. You will not export or re-export Services or Output in violation of applicable laws.

16. Government Use

If you are a U.S. government entity or using the Services on behalf of one, the Services are “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202, and are provided to government end users (a) only as commercial items and (b) with the same rights as all other users, pursuant to these Terms.

17. Governing Law & Dispute Resolution

Governing Law. The Agreement is governed by the laws of the State of Florida, USA, excluding conflict-of-laws rules.

Arbitration. Any dispute not resolved amicably within 30 days shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in Miami-Dade County, Florida, in English, before a single arbitrator. Class-action waivers apply. Judgment on the award may be entered in any court with jurisdiction. Either party may seek injunctive relief in court to protect intellectual-property or Confidential Information.

18. Changes to Terms

We may update these Terms to reflect legal, technical, or business changes. We will post the revised Terms with a new “Last Updated” date and, for material changes, provide at least 15 days’ advance notice via email or in-app alert. Your continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

19. General

Entire Agreement. The Agreement sets forth the entire understanding between the parties and supersedes prior proposals or oral statements.

Assignment. Neither party may assign the Agreement without the other’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control (e.g., natural disasters, warfare, internet outages) but must use reasonable efforts to mitigate.

Independent Contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency.

Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing and signed by the waiving party.

Notices. Legal notices must be in writing and sent to the addresses listed below (or updated by notice). Email notices are deemed given when sent if no bounce-back occurs.

20. Contact

Thank you for choosing MindBreak AI. We look forward to building extraordinary AI solutions together.