Terms of Use

Zapia

1.   Acceptance. The use of the services provided by Brainlogic AI SAS through its technological solution called Zapia, as well as the use of its integral software, applications, features, web or app interfaces (hereafter collectively referred to as Zapia), inherently implies the acceptance of these terms and conditions of use, as well as the privacy policy located at zapia.com/en/privacy. Express acceptation is granted by explicitly accepting these terms and conditions, notwithstanding that the mere use of Zapia implies acceptance of these terms and their subsequent versions.

2.   Functionality. Zapia is a technological solution that applies artificial intelligence tools to achieve various functionalities, so that the User has an intelligent personal digital assistant to facilitate tasks, functions, and activities.

3.   Extension or Application. Zapia may operate autonomously through its applications or connected via extensions or applications to third-party software. When operating in the technological ecosystem of third parties, Users understand and consent that all information, data, certain functions or activities will also be regulated by the terms and conditions of these third parties, which the User must accept. Additionally, Brainlogic AI SAS will not be directly or indirectly responsible for decisions, terms, features, technological limitations, or other variables decided or occurring in third parties and impacting Zapia's services, features, or User data.

4.   Registration and Access. All capable individuals over 18 years old who complete the subscription process and express acceptance of these terms and the privacy policy can be Users. The User guarantees that the provided data is truthful and accurate and commits to immediately notify any change in subscription data. Individuals over 13 years old (or the age of relative capacity according to the relevant jurisdiction) may be Users, as long as they have explicit consent from their legal guardian.

5.   Access Credentials. The access credentials received by the User after the subscription process are their sole responsibility. Users are obligated not to disclose their access credentials to third parties and to keep them securely. The User expressly consents that any activity performed using their access credentials is deemed as done by the User, accepting a full presumption that does not admit contrary evidence. Users can modify or reset their access credentials at any time using procedures that comply with the information industry’s security standards.

6.   Scope of the Usage License. By accessing Zapia, you will be using one or more software owned by Brainlogic AI SAS. Brainlogic AI SAS exclusively owns all intellectual property rights that compose Zapia and authorizes its use to the User temporarily, non-exclusively, for personal use, for the duration and price determined in the subscription process, according to the scope of these terms and conditions and any other agreement or specifications in the subscription process.

7.   Use Restrictions. It is prohibited to use Zapia for: i) providing services to third parties; ii) sublicensing, leasing, trading, or making it available to third parties in any form; iii) reverse engineering in any of its forms; iv) using its data, functions, or capabilities to create a product or service available to third parties; v) infringing laws, regulations, or third-party rights; vi) extracting or processing data massively; vii) creating APIs or other forms of connection with Zapia without its consent; viii) using it as part of a mass messaging or communication system. In essence, Zapia, its services, and functionalities can only be used according to these terms and conditions, for the manifest and natural purpose it is made available. Any use directly or indirectly incurring the mentioned prohibitions, exceeding granted permissions, or misusing it, is prohibited.

8.   User Content and Data. All data and content introduced by the User to Zapia may be used by Zapia to provide its services and features. It may also be processed to analyze individual User behavior or as part of a group, as well as to gather information relevant for improving software, services, features, User offerings, and Zapia's capabilities or other services or software owned by Brainlogic AI SAS.

9.   Data Communication. THE USER EXPRESSLY ACCEPTS THAT, IN ORDER TO COMPLY WITH THE PREVIOUS PARAGRAPH, BRAINLOGIC AI SAS IS EXPRESSLY AUTHORIZED TO PROCESS THE DATA AND COMMUNICATE IT TO PROVIDERS OR PARTNERS, WITH THE SAME PURPOSE AS ESTABLISHED IN THE PREVIOUS PARAGRAPH AND THESE TERMS, AS LONG AS THEY HAVE CONTRACTUAL AGREEMENTS WITH SUCH PROVIDERS OR PARTNERS THAT ENSURE THE SECURITY AND PRIVACY OF DATA AND CONTENT. CONTENTS AND DATA, WHETHER PERSONAL OR NOT, MAY BE PROCESSED IN THE UNITED STATES OF AMERICA.

10.   Features. Zapia has artificial intelligence functions that can provide Users with information, answers, opinions, among other possible outcomes. Additionally, and specifically, it can operate as a personal assistant, performing tasks on behalf of and as instructed by the User. For example send emails, messages through applications, make posts on social networks, telephone calls or communication systems, in order to fulfill the objectives or tasks requested by the User.

11.   Absence of Warranty and Limitation of Liability. In relation to the functionalities listed in Section 10 and any other that may be incorporated or performed by Zapia, it is specifically recorded, notified to the User, and they accept and consent that:
    A) There is no guarantee that Zapia will fulfill any specific purpose, or the one sought by the User.
    B) There is no guarantee that Zapia will not make mistakes in executing its functionalities or security breaches.
    C) There is no guarantee that Zapia will correctly interpret or understand User’s instructions.
    D) Continuous or error-free operation is not guaranteed, and access is given under the "as is" principle.
    E) There is no guarantee that the answers or suggestions provided by Zapia are correct, suitable, or relevant.
    F) Zapia does not directly or indirectly has the ability to understand the legality or morality of tasks or instructions requested by Users.

IN LIGHT OF THE ABOVE-MENTIONED ABSENCE OF WARRANTIES, THE USER IS SOLELY RESPONSIBLE FOR CONTINUOUSLY SUPERVISING AND VERIFYING BY OTHER MEANS, THE RESULTS OR ACTIONS PERFORMED BY Zapia. BRAINLOGIC AI SAS ASSUMES NO DIRECT OR INDIRECT LIABILITY FOR THE OUTCOME OF ITS USE, DOES NOT ASSUME ANY LIABILITY FOR FULFILLING OR FAILING TO FULFILL THE PURPOSE DESIRED BY THE USER, NOR ASSUMES LIABILITY FOR THE PURPOSE WITH WHICH USERS USE IT. ALL ACTIONS PERFORMED BY Zapia, AT THE REQUEST OF THE USER AND ON THEIR BEHALF AND ORDER, EXCEPT AS REFERRED TO IN SECTION 13, WILL BE DEEMED, FOR ALL PURPOSES, AS PERFORMED BY THE USER AS THE SOLE RESPONSIBLE PARTY. THE USER WILL DEFEND AND HOLD HARMLESS BRAINLOGIC AI SAS, ITS EMPLOYEES, DIRECTORS, REPRESENTATIVES, AND SUPPLIERS, FROM ANY LOSS, EXPENSE, DAMAGE, OR COST – INCLUDING ATTORNEY'S FEES – ARISING FROM A BREACH OF THESE TERMS AND CONDITIONS.

12.   Personal Data. The use of Zapia necessarily implies the hosting and processing of your personal data in order to fulfill current or future functionalities. In this regard, the User expressly consents that:
    A) Brainlogic AI SAS hosts and processes their personal data for the purposes set out in the terms and conditions.
    B) Brainlogic AI SAS carries out the hosting and technical processing of personal data in the United States of America.
    C) Brainlogic AI SAS transfers your data to providers, partners, or business partners within the framework and for the purposes established in these terms and conditions, as long as the third party guarantees the confidentiality and security of the data.
    D) Brainlogic AI SAS can make recommendations or offers to Users.

13.   Intellectual Property. Users retain full ownership rights or the relevant rights they hold over the data or intellectual property they introduce into Zapia. However, any data, derivative or original work that may be developed based on the inputs provided by the Users and is processed and developed by Zapia will be considered its exclusive property, to the fullest extent possible under applicable law. Additionally, all information and data entered, whether protectable by intellectual property or not, are deemed to be perpetually licensed in favor of Brainlogic AI SAS with the scope and purpose set out in these terms and conditions.

14.   Information Security. Brainlogic AI SAS will make efforts to apply logical, physical, and legal information security measures, according to the average standard of the information technology industry. Regardless, it will not be directly or indirectly liable for security breaches, unauthorized access, hacking, or other incidents that compromise security, unless they occur as a result of fraud or malice by Brainlogic AI SAS.

15.   Term and Termination. These terms and conditions and their successive versions will be in force for as long as the User uses Zapia, notwithstanding that after the User decides not to be a subscriber of Zapia, those sections that by their nature, should continue, will still apply. Brainlogic AI SAS may: i) at its sole discretion temporarily suspend or definitively terminate its relationship with any User if it has evidence or relevant indications that the User is using Zapia in violation of the terms and conditions or for illegal purposes and ii) at any time and without incurring any liability, terminate access and provision of services or functionalities, either partially or fully, giving a 24-hour natural notice to Users.

16.   Data and Termination. Brainlogic AI SAS is not obliged to back up any of the information provided by the User in their interaction with Zapia, nor the results obtained from them. Backing up is the exclusive and sole responsibility of the User. Once the relationship with the User is terminated, for whatever reason, Brainlogic AI SAS has the right, at its sole discretion, to destroy all information and data obtained from the User or to retain it indefinitely, without being able to use it for any purpose other than that originally authorized by the User, notwithstanding the legal provisions that may exist according to the regulations applicable to each User. The User will not be able to access backup information or data after their relationship has ended.

17.   Prices and Payments. Brainlogic AI SAS may at any time set prices for access to its software, services, and features as it deems appropriate. In all cases, any price established must be notified and previously consented to by the Users before it is charged. Prices and benefits may be unilaterally modified by Brainlogic AI SAS at any time, but new prices cannot be charged without prior express consent from the Users.

    Non-payment of the prices will entitle Brainlogic AI SAS to terminate the link with the User and deny access to Brainlogic AI.

18.   Taxes and Costs. All published prices are the amount that Brainlogic AI SAS will effectively receive. Any kind of tax withholding or costs of the payment methods used will be borne by the User. Prices will accrue and be paid at the frequency determined in the subscription process. In the event of early termination by either the User or Brainlogic AI SAS, no price will be refunded for any unused fraction of access or service time.

19.   Confidential Information. All data and information provided to Brainlogic AI SAS and Zapia will be treated individually as confidential information not liable to be disclosed to third parties, except as provided in these terms and conditions. GIVEN THE ABSENCE OF WARRANTIES RECEIVED BY THE USER AND THE LIMITATION OF LIABILITY, THE USER IS ADVISED NOT TO PROVIDE SENSITIVE AND CONFIDENTIAL INFORMATION TO ZAPIA, AND IF THEY DO SO, THEY DO IT AT THEIR OWN RISK.

20.   Dispute Resolution - Arbitration. Any doubt, difficulty, or dispute arising between the parties concerning these terms and conditions and their subsequent versions relating to their interpretation, fulfillment, validity, execution, termination, or any other cause related to the rights or obligations arising directly or indirectly from the use of Zapia, will be resolved by arbitration by the Arbitration and Mediation Center of the Stock Exchange of the Eastern Republic of Uruguay, accepting all its regulations. The designated arbitrator(s) are expressly empowered to resolve any matter related to their competence or jurisdiction. The Arbitration will be by law.

21.   Claims. Users can make claims to Brainlogic AI SAS within 180 days from the event or situation that results in the alleged breach or harmful act. After this period, the rightto initiate any actions against Brainlogic AI SAS will be time-barred. In all cases, Brainlogic AI SAS will take and try to resolve the claims made, applying these terms and conditions, as well as the applicable laws to the specific case. The claim by the User is considered a prerequisite and necessary before initiating a dispute resolution through arbitration.

22.   Notifications. The User establishes their email, provided at the time of subscription, as the domicile for all notifications, accepting electronic means and documents as valid communication to the said domicile. Additionally, any computer mechanism by which the User expressly consents or acknowledges having received the notification is established as a valid notification method. Any notification to be made to Brainlogic AI should be sent to [email protected] and [email protected]. The notification will be considered made 7 days after the evidence of sending to the referenced emails.

23.   Sole Agreement - Modifications. These terms and conditions, complemented by the privacy policy and the specific provisions of the subscription process, are the only binding regulation between the User and Brainlogic AI SAS, for Zapia. Brainlogic AI SAS may at any time modify these terms and conditions, as well as the privacy policy. Modifications must be notified to the Users and will take effect in all cases within no less than 7 days. Users may accept or decline the new terms; if declined, they must cease using all services and access to Brainlogic AI.

24.   Applicable Law. The law applicable to the licenses of use, services provided, and other circumstances related to these terms and conditions will be the law of the Eastern Republic of Uruguay.