TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT

Last update: 23 January 2025

Welcome, and thank you for your interest!

Before you download, install, or use Chatomic, please read the terms and conditions of this Agreement.

Introduction

These Terms and Conditions and End-User License Agreement (the Agreement or Terms), together with all documents referred to herein, constitute a legally binding agreement made between you, as the user of our app (you, your or user), and BrainMount Ltd, a company incorporated under the laws of Cyprus, with its registered address at Vasili Michailidi 9, 3026, Limassol, Cyprus (BrainMount, we, us, or our), concerning your access to and use of the Chatomic software application for mobile devices (the App).

The App is to be used on devices operating on Apple’s operating systems.

You acknowledge that these Terms are between you and us, and not with Apple’s app store (the App Store). You agree to comply with all applicable policies of the App Store. In the event of a conflict between these Terms and the policies of the App Store, the policies of the App Store shall take priority.

All documents relating to the App are hereby expressly incorporated by reference.

Our contact details:

Name: BrainMount Ltd

Address: Vasili Michailidi 9, 3026, Limassol, Cyprus

E-mail: [email protected]

By downloading, installing, and using our App, you agree to be bound by the terms and conditions described in this Agreement and acknowledge that you have read, understood, agreed to, and accepted all the terms and conditions described herein. If any term of this Agreement is unclear to you and/or you do not agree and/or accept it, you may not download, install, or use the App.

It is very important to us that all terms of the Agreement are clear to you, so if you have any questions about these Terms, please contact us at the email address listed under Our contact details.

We reserve the right to change, modify, add, or delete clauses in this Agreement at any time, in accordance with the procedures described in Section 12 below.

This Agreement contains essential information about the following:

1. License Conditions

1.1. License Granting. Once you download, install, and/or purchase a Subscription under this Agreement, we (or our licensors, where applicable) grant you a personal, non-commercial, non-sublicensable, non-transferable, non-exclusive, worldwide, freely revocable license to download, install, and use the App on any devices that you own or control (the License) until you or we terminate this Agreement. In no event shall you use the App or this License for commercial purposes or allow others to do so without obtaining permission from us. THIS APP IS NOT FOR SALE BUT IS LICENSED TO YOU FOR YOUR USE.

We retain all rights, title, and interest in and to the App, reserving any rights not expressly granted to you in these Terms.

1.2. Prohibited Use. Among other things, you agree not to (directly or indirectly):

2. Ownership rights

2.1. App Ownership. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO OWNERSHIP OR OTHER PROPRIETARY RIGHTS TO THE APP; YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL SUCH RIGHTS ARE AND WILL ALWAYS BE VESTED IN BRAINMOUNT IN FURTHERANCE OF ITS INTERESTS. Except for the rights expressly licensed to you hereunder, all proprietary and other rights to the App, as well as to all copyrighted materials, trademarks, and intellectual property related to it or its copies (including, without limitation, any corrections, updates, copies, derivative works, titles, computer code, themes, objects, characters, character names, plot, dialogues, characteristic phrases, places, concepts, artwork, images, animation, sounds, musical compositions, audiovisual effects, text, modes of action, moral rights, and applications included in the App, and any related documentation) belong to BrainMount (or its licensors, where applicable).

You may not give, purchase, sell, trade, exchange, market, offer for sale, license, assign, or otherwise transfer your rights, responsibilities, or obligations under this Agreement, whether in whole or in part, without the prior written consent of BrainMount. Any attempt to do so shall be null and void.

2.2. You may not give, purchase, sell, trade, exchange, market, offer for sale, license, assign, or otherwise transfer your rights, responsibilities, or obligations under this Agreement, whether in whole or in part, without the prior written consent of BrainMount. Any attempt to do so shall be null and void.

2.3. Trademark Ownership. All trademarks, service marks, domain names, acronyms, logos, and other elements visible in the App are the exclusive property of BrainMount or its partners who have granted BrainMount the right to use them within the App. You may not use BrainMount’s trademarks, service marks, domain names, acronyms, logos, and other elements visible in the App without our prior written permission.

The App is protected by international copyright agreements and treaties, as well as other legislation. All rights reserved. The App may contain materials licensed by third parties. BrainMount (and its licensors, where applicable) may enforce their rights in the event of any breach of this Agreement.

2.4. No Other Rights. The App may contain certain licensed materials. In such cases, BrainMount’s licensors have the right to enforce their rights in the event of any violation of this Agreement. Reproduction or presentation of these licensed materials in any manner, for any reason, is prohibited without prior permission from BrainMount and, in some cases, from BrainMount’s licensors and representatives. Except as expressly set forth in this Agreement, all rights not expressly granted to you herein are expressly reserved by BrainMount.

3. Eligibility

3.1. The App is not directed to persons under eighteen (18) years of age. To become a user, you must be at least eighteen (18) years old and not be barred from using the App under applicable law. By agreeing to this Agreement during the sign-up process, you represent and certify that you are legally able to enter into any and all agreements with BrainMount and its partners, vendors, agents, and service providers. If you are under eighteen (18) years of age, you can only download and use the App if your parent(s) or legal guardian(s) have reviewed these Terms and allowed you to download and use the App subject to these Terms. We may require adequate proof of your identity, age, and consent from your parent(s) or legal guardian(s) at any time.

4. User Content

4.1. User Content. The App allows you to submit, upload, or generate content using the App (the User Content). If you submit User Content, you agree to abide by this Agreement at all times during and after the submission, generation, or uploading of such User Content.

4.2. License. User Content is owned by you or whoever created it. By providing User Content, you hereby grant to BrainMount a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable license, for commercial and non-commercial purposes, to use, copy, exploit, modify, publicly display, publicly perform, create derivative works from, incorporate it into other works, change, reformat, and distribute your User Content in connection with providing and operating the App and related services without compensation to you.

4.3. Restrictions. When uploading your User Content, you shall not:

4.4. Review. We reserve the right to review all User Content submitted to the App and to remove any User Content for any reason, at any time, without prior notice, at our sole discretion.

4.5. Release. You agree that we do not verify your User Content when you upload or generate it. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable.

4.6. Deletion. You may notify BrainMount that you wish to terminate the License and remove the User Content from the App, and BrainMount agrees to consider such a request. We will make reasonable efforts to have User Content removed and/or blocked. However, we are not obligated to back up any User Content, and it may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.

5. Subscription

5.1. Subscription. The App is provided free of charge with basic features. Once you download the App, you will have access to these basic features. To access additional features (such as unlimited messages within the App), you will need a subscription (the Subscription). Once you purchase the Subscription, you are granted the License under Section 1 of these Terms. The Subscription fee is indicated in the App.

5.2. Payment Processor. All financial transactions made in connection with the Subscription will be processed by Apple through the App Store (the Payment Processor) in accordance with its terms of use, privacy policies, and/or any applicable payment terms of use. We encourage you to learn about the practices of Apple. In no event will we be responsible for the actions or inactions of Apple. If you have any payment-related issues regarding the Subscription, you must contact Apple Support.

5.3. Autorenewal. The Subscription renews automatically at the end of each period (weekly, monthly, every six months, yearly, or otherwise, depending on the option selected by you at the time of purchase) unless you cancel it at least 24 hours before the end of the Subscription period. If you want to cancel the Subscription, follow the instructions provided in clause 5.6 of this Agreement.

5.4. Trial Periods. From time to time, we may offer free or discounted trial periods (Trial). If you begin a Trial, you must cancel the Trial at least 24 hours before it ends to avoid being charged for the Subscription. Otherwise, your chosen Subscription plan will automatically renew, and you will be charged according to the terms stated in the App.

5.5. Method of payment. Payment for the Subscription will be processed using the payment method selected by you at the time of purchase confirmation (e.g., Face ID, password entry, or other methods offered by Apple). By choosing a specific payment method, you confirm that we are authorized to charge the Subscription fee to the selected payment method.

5.6. Cancelation of Subscription or Trial. Unless you cancel the Subscription or Trial, it will be automatically renewed or continued. Please note that deleting the App from your phone does not automatically cancel the Subscription or Trial. If you wish to cancel, you must do so in your Apple ID account settings at least 24 hours before the end of the paid Subscription period or Trial. Canceling the Subscription means that at the end of the paid period or Trial, you will no longer have access to the additional features of the App and will only have access to the basic free features. For more details on canceling, visit the Apple support page via this link.

5.7. Refund. Any request for a refund of the Subscription fee must be made through Apple support. Please note that refunds are not guaranteed and are at Apple’s discretion. To request a refund, follow the instructions on the Apple support page via this link. We are not involved in processing your refund request; it is processed solely by Apple Support.

5.8. Subscription Plan Changes. You have the right to change your Subscription plan at any time on the Apple support page via this link. This includes the ability to switch to another available plan or cancel your current Subscription. Changes take effect immediately upon implementation.

5.9. Changes to Subscription Fees. To the maximum extent permitted by applicable laws, we may change the Subscription fees at any time. We will notify you of any such pricing changes by posting the new fees in and/or through the App and/or by sending you an email notification, or in other prominent ways. If you do not wish to pay the new Subscription fees, you can cancel the applicable Subscription before the change takes effect by following the rules set out in this Agreement.

6. AI Limitations

6.1. Prohibited Use. The App uses artificial intelligence (AI) features. You are not allowed to:

  1. use the App’s AI features for illegal purposes or in violation of applicable law;
  2. use the App’s AI features in a manner that violates the rights of others, including but not limited to intellectual property rights, privacy rights, or image rights;
  3. use the App’s AI features in a manner that may cause harm, damage, or disruption to individuals, organizations, or systems;
  4. rely on the App’s AI features as a substitute for professional advice (medical, financial, legal, etc.) and fail to independently verify the information received.

6.2. AI Accuracy and Reliability. We cannot guarantee the absolute accuracy and reliability of any AI system, despite its careful design and training.

6.3. Errors and Inaccuracies. You recognize that AI may make errors or inaccuracies in processing data and providing information.

6.4. The Need for Double-Checking. You must verify information received from AI with reliable sources before making decisions or taking action based on it. Any actions you take based on AI-generated responses are solely at your own risk.

6.5. Disclaimer. We are not responsible for any loss, damage, or misunderstanding arising from the use of information provided by the App’s AI. The App’s AI output does not constitute professional advice and should not be used or interpreted as such.

6.6. Use at Your Own Risk. Users use the AI features at their own risk and agree to the terms and conditions set out in this section.

6.7. Additional Policies. Please note that the use of the App’s AI features is also subject to the rules of OpenAI and Azure OpenAI. Before using the App’s AI features, we urge you to familiarize yourself with the restrictions and prohibitions on using these features.

7. Disclaimer of Warranty

7.1. No Warranty. We provide the App “as is” and “as available” and explicitly disclaim any warranties or conditions. We do not guarantee that the App will meet your requirements or be available uninterrupted, timely, secure, or error-free.

7.2. Content Accuracy. We do not warrant or guarantee the accuracy, completeness, reliability, or timeliness of any content available through our App. Any reliance you place on such content is at your own risk.

7.3. Third-Party Content and Services. We do not endorse, warrant, or assume responsibility for any third-party content or services provided through our App. Any access or use of third-party content or services is at your own discretion and risk.

8. Feedback

By sending your feedback and suggestions to BrainMount (the Feedback), you grant BrainMount a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit any Feedback provided to us without restriction or compensation to you. If any of these rights cannot be licensed under applicable law (such as moral rights and other personal rights), you hereby waive any such rights. You understand and agree that BrainMount is not obligated to implement any Feedback provided by you. You agree that if BrainMount uses your Feedback, we are not obligated to credit or compensate you for your contribution. You represent and warrant that you have sufficient rights to any material included in the Feedback you send to BrainMount to grant us and other interested parties the rights described above.

9. Limitation of Liability

9.1. Limitations. You expressly understand and agree that we shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages incurred by you, including but not limited to (i) loss of income or revenue; (ii) loss of business; (iii) loss of profits or contracts; (iv) loss of anticipated savings; (v) loss of data; (vi) loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect the App; (vii) loss of goodwill; (viii) wasted management or office time; or (ix) any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. The foregoing limitations on our liability shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

9.2. Force Majeure. In no event will we be liable or responsible for any failure or delay when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control, including acts of God, flood, fire, earthquake, or explosion; war, terrorism, invasion, riot, or other civil unrest; embargoes or blockades; a national or regional emergency; internet connection degradation; strikes, labor stoppages, or slowdowns; passage of a law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition, or any complete or partial government shutdown; or a national or regional shortage of adequate power, telecommunications, or transportation.

9.3. Cap of Liability. To the extent permitted by applicable law, in no event shall BrainMount’s aggregate liability arising out of or in connection with these Terms or the use of or inability to use the App or content exceed one thousand (1,000) euros. The above exclusions and limitations of liability are fundamental elements upon which the Agreement between you and BrainMount is based.

9.4. Submitted Content. We are not liable for any content that users submit to the App. We are not liable for the accuracy of the information provided or how it was obtained. The use of the App and any information obtained in accordance with this Agreement is the responsibility of the user. We are not liable for any claims or damages arising from information submitted by you or other users, including any court or governmental investigations or proceedings.

9.5. To the fullest extent permitted by applicable law, BrainMount makes no warranties, express or implied, concerning the accuracy, completeness, or suitability of the information and data provided through the App. BrainMount is not responsible for the misuse or misrepresentation of the information and/or data provided through the App, and any reliance you place on such information and/or data is strictly at your own risk.

10. Indemnification by you

10.1. Indemnification Obligation. You agree to indemnify, defend, and hold harmless BrainMount, our affiliates, and our respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way related to (i) your use of the App, (ii) your User Content, (iii) your breach or alleged breach of this Agreement or the Privacy Policy, (iv) your violation of any law, regulation, or third-party right, and (v) any dispute between you and any third party.

10.2. Defense. We reserve the right to assume, at our sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

10.3. Notification. We will promptly notify you of any claim or demand for which you are required to indemnify us. However, our failure to notify you shall not relieve you of your indemnification obligations, except to the extent that our failure to notify you materially prejudices your ability to defend the claim.

11. Confidentiality

11.1. You undertake to keep confidential the source files and the Confidential Information received from us. Confidential Information means commercially valuable information that must be kept confidential by you and must not be disclosed or made available to the public under these Terms. Confidential Information includes all information disclosed by BrainMount to you, whether disclosed orally or in writing, and without limiting the generality of the foregoing, may include information relating to technologies, research, products, software, services, development, creative projects, inventions, industrial designs, drawings, design documentation, marketing, or finances.

11.2. You shall make all reasonable, lawful efforts to protect the Confidential Information from unauthorized access by unauthorized persons, from being transferred to any third parties, and from illegal copying, reproduction, publication, dissemination, or any other use or disclosure, except where such information must be disclosed under legal requirements or by mutual agreement between you and BrainMount.

11.3. Limitation of liability. Your rights and obligations under clauses 11.1 and 11.2 of these Terms shall not apply to Confidential Information to the extent that:

  1. it becomes publicly known for reasons not connected with a breach of clauses 11.1 or 11.2 of the Terms;
  2. its disclosure has been approved by BrainMount, which possesses the Confidential Information; or
  3. it is disclosed on a confidential basis for the purposes of obtaining professional advice.

You may disclose Confidential Information if it is required to be disclosed by law, by a competent court, or by a government body. You must provide BrainMount with a reasonable opportunity to review the disclosure and to interpose its own objection to the disclosure of the relevant Confidential Information.

11.4. You agree to keep our Confidential Information separate from your own documents in a safe and secure place. You shall use all commercially reasonable efforts to protect the Confidential Information from harm, tampering, unauthorized access, sabotage, exploitation, manipulation, modification, interference, misuse, misappropriation, copying, or disclosure.

11.5. You are also responsible for any breach of confidentiality by natural or legal persons with whom your legal relationship has ended but to whom you disclosed our Confidential Information.

12. Amendments

12.1. Modification of the Agreement. We reserve the right to revise, update, modify, add, supplement, or delete certain terms of this Agreement for better security, protection, or for legal or regulatory reasons. Such changes will be valid with, or, depending on the conditions, without your prior notice.

12.2. You are therefore required to regularly check for changes to these Terms and to comply with them. If any future changes to this Agreement are unacceptable to you or make it impossible for you to comply with this Agreement, you may terminate it in accordance with Section 13. Any use of the App by you after these Terms have been modified and/or amended shall constitute your acceptance of the amended Terms.

12.3. Modification of the App. BrainMount may, at any time and at its discretion, modify the App for any reason or no particular reason, for example, for technical reasons such as updates, maintenance, and/or reboots to improve and/or optimize the App. You agree that the App may automatically install or download modifications. You agree that BrainMount may discontinue support of previous versions of the App when an updated version is available. BrainMount’s partners and related service providers have no obligation to provide customer service or support for the App.

13. Term, Termination, and Survival

13.1. Term. This Agreement is valid from the earliest date of purchase, download, or use of the App and will remain in full force and effect until terminated as specified below.

13.2. Termination from your side. You may terminate this Agreement at any time, automatically and extrajudicially, by deleting the relevant App from your device. You understand that any termination may involve deletion of your User Content. We will not have any liability whatsoever to you for any termination of this Agreement, including deletion of your User Content. If the App remains available, you may download it again, but any previously uploaded User Content cannot be restored.

13.3. Termination from our side. We may immediately terminate this Agreement or prevent you from using the App at any time, automatically and non-judicially, in the following cases: if we have reasonable grounds to believe that (i) you are in breach of this Agreement or our Privacy Policy or applicable laws, (ii) you are impersonating another person or entity or providing false information about yourself, (iii) you violate copyright (without prior notice to you), or for any other reason (with or without notice to you).

13.4. Effect of termination. Upon termination of this Agreement, you shall stop using the App. Termination of the Agreement for any reason does not obligate us to refund any fees. Any content or other data associated with the App may be deleted.

13.5. Survival. The provisions of these Terms that, by their nature, should survive termination shall survive termination, including, but not limited to, the sections on Ownership Rights, License Conditions, No Warranty, Limitation of Liability, Indemnification by You, and Applicable Law and Dispute Resolution.

13.6. Suspension of providing the App. We reserve the right to suspend, modify, or discontinue any or all functionalities of the App at any time without liability. We may provide notice of such suspension, modification, or discontinuation of the App or by other means.

14. Privacy

Use of the App is also governed by our Privacy Policy, a copy of which is located here. By using the App, you acknowledge that you have read and accepted the terms of the Privacy Policy.

15. Applicable Law and Dispute Resolution

15.1. Applicable law. Any issue not agreed upon in this Agreement will be governed by the laws of the Republic of Cyprus. You are responsible for ensuring that your use of the App complies with all laws, rules, and regulations applicable to you.

15.2. Dispute resolution. The parties will endeavor to resolve all disputes, controversies, and claims that may arise in connection with the execution, termination, or invalidation of this Agreement through negotiations. The party that has any claims and/or disagreements shall send a message to the other party indicating the claims and/or disagreements. If any dispute or claim is not resolved through negotiations, it shall be settled in the competent courts of the Republic of Cyprus.

16. Miscellaneous

16.1. Severability. If any provision of this Agreement is, for any reason, held invalid or unenforceable, the remaining provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

16.2. Entire Agreement. This Agreement is the final, complete, and exclusive agreement between you and us with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matter (including any prior agreements).

16.3. No waiver of rights. BrainMount’s failure to enforce any provision of these Terms shall in no way be construed as a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every provision at a later time. Any waiver by BrainMount of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.

16.4. Titles and interpretation. The titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.”

16.5. Translation. Any translation from the English version is provided for your convenience only. In the event of any difference in meaning or interpretation between the English-language version of these Terms and any translation, the English-language version shall prevail. The original English text shall be the sole legally binding version.

16.6. Headings. The headings and parentheticals in these Terms are provided for informational and convenience purposes only. They have no legal effect whatsoever.

16.7. Assignment. This Agreement and your rights and obligations herein may not be assigned by you without our prior written consent, and any attempted assignment without such consent will be null and void. We may assign this Agreement without your consent, provided we notify you. The terms of this Agreement shall be binding upon any assignees.