Summary of our standard MSA. Full signable version available to enterprise customers under NDA. Includes carve-outs for safety incidents, confidentiality breach, and gross negligence.
This page summarises the standard Brainiall Master Services Agreement. The full signable version is available to enterprise customers under mutual NDA. Request the executable MSA via legal@brainiall.com.
The MSA governs all Services that Brainiall provides to the Customer, including JurAI Pro, Speech AI, NLP, Image Processing, and AI Autopilot — together with any associated professional services, implementation support, and SLAs.
Specific scope, deliverables, fees, and term of each engagement are detailed in Order Forms that reference and incorporate this MSA.
Fees are set in each Order Form. Typical structures: subscription (JurAI Pro), usage-based (Speech AI, NLP), and performance-based pricing (AI Autopilot). Standard payment terms are net-30 for enterprise customers, with wire, ACH, and corporate card options.
Annual prepayment discounts are available. Late payments accrue interest at the lower of 1% per month or the maximum allowed by applicable law.
Initial term is specified in the Order Form (typically 12 or 36 months). Renewals are annual and automatic unless either party provides written notice of non-renewal at least 60 days before the end of the current term.
Termination for cause (material breach uncured after 30 days written notice) is available to either party.
Each party protects the other's Confidential Information for 5 years after disclosure (indefinitely for trade secrets). Brainiall treats all Customer inputs (legal cases, process data, audio, transcripts) as Confidential Information and applies least-privilege access.
Customer retains all rights to Customer Data and any outputs derived from Customer inputs. Brainiall retains all rights to the platform, models, algorithms, and software. Brainiall does not use Customer Data to train Brainiall or third-party models.
Any feedback, ideas, or improvement suggestions the Customer provides become non-confidential and Brainiall may use them without restriction to improve Services.
Brainiall warrants that it will perform the Services with reasonable skill and care consistent with industry standards, and that the Services will materially conform to the documentation during the subscription term. Warranty remedy: prompt correction, or — if uncorrectable — a pro-rata refund for the affected period.
Except as expressly stated, the Services are provided "as-is." AI outputs are probabilistic and require human review for decisions with legal, safety, or financial consequence.
Brainiall will defend and indemnify the Customer against third-party claims alleging that the Services infringe a valid IP right. The Customer will indemnify Brainiall against claims arising from Customer Data or the Customer's use of Services in violation of this MSA.
Each party's aggregate liability under this MSA is capped at the fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim.
The cap does not apply to: (a) breach of confidentiality, (b) indemnification obligations (IP infringement), (c) gross negligence or willful misconduct, (d) breach of data protection obligations, (e) unpaid fees, and (f) bodily injury or property damage caused by Brainiall's advisory output in safety-critical industrial deployments. These carve-outs are required for Fortune 500 procurement review.
Brainiall maintains commercially reasonable insurance including Cyber Liability (target $10M per occurrence for enterprise contracts), Errors & Omissions / Tech E&O, and General Liability. Certificates of insurance available upon request under NDA.
Service Level Agreement is detailed in each Order Form. Default targets: 99.9% uptime for JurAI Pro, Speech AI, NLP; 99.95% for AI Autopilot advisory output (customer control systems remain authoritative fallback). Service credits for breach available in tiered percentages of MRR.
The Data Processing Agreement (DPA) is incorporated by reference and applies to all processing of Customer personal data. See /legal/dpa for a summary.
For Brazilian customers, Brazilian law applies with forum in the Customer's domicile or optional arbitration at CAM-CCBC or CBMA. For other customers, California law with forum in Santa Clara County applies, subject to mandatory local rights (GDPR, CCPA, etc.). See /terms.
To receive the signable MSA for your review, contact legal@brainiall.com with your legal entity name, jurisdiction, deal size, and any specific clauses your legal team needs to negotiate. Turnaround target: 3 business days.