1. General Provisions

• braine offers a Software-as-a-Service (SaaS) platform that helps businesses manage their social media profiles, online reputation, and related data (the “Service”). By using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
• We may update these Terms at any time. Changes will be posted on our website (www.braine.com). Continued use of the Service after updates constitutes acceptance. If a change materially impacts you and you have prepaid for a term, you may notify us within 30 days to delay applying the change until the end of your prepaid term.

2. Definitions

• Account: Your account to use the Service.
• Agreement: Includes these Terms, the Data Processing Agreement (DPA), and any annexes.
• Applicable Law: The laws of France.
• Authorized User: Individuals you authorize to access the Service.
• Confidential Information: Non-public information shared between you and braine.
• Customer Content: All content you provide in connection with the Service.
• Data: Technical, commercial, or other confidential information related to your business.
• Intellectual Property Rights: Copyrights, trademarks, patents, and other proprietary rights.
• Service: Services provided by braine via the SaaS platform.
• Software: All software, modules, features, updates, and documentation provided by braine.
• Subscription Plan/Term: Your selected plan and duration of access to the Service.
• Supported Platforms: Social media platforms supported by the Service, including Twitter/X, Facebook, LinkedIn, Instagram, YouTube, and others.
• Updates: Any changes, enhancements, or bug fixes to the Service.

3. Account Registration, Access, and Security

• Creation: You must create an Account and accept these Terms to use the Service.
• Information: Provide accurate information and keep it updated.
• Confidentiality: Keep login credentials secure. Notify braine immediately of unauthorized access. Activate 2FA for added security.
• Legal Entity: If acting on behalf of a company, you confirm authorization to do so. Notify braine if your authorization changes.
• Access: braine or its contractors may access your Account or Data only to provide the Service, for security, or for billing and maintenance purposes.

4. Subscription and Service

• Plans: Your access depends on the Subscription Plan chosen.
• Maintenance: System updates are included with no additional charges.
• Updates: We may update the Service, which may change functionality or appearance.
• Platform Dependencies: The Service relies on Supported Platforms. API changes may limit certain features without refunds.
• Availability: braine aims for 99.9% uptime per month.

5. Financial Conditions

• Fees: All fees exclude VAT or other applicable taxes. Payments must be adjusted to cover local tax obligations.
• Payment Terms: Payments are processed via our payment partner. For support, contact billing@braine.com.

6. Duration and Termination

• Trial: Free trials are limited; billing begins automatically after the trial unless canceled.
• Renewal: Plans auto-renew unless canceled before term end.
• Amendments: We may change Subscription Plans or fees with 30 days’ notice. You may cancel if you disagree.
• Termination for Convenience: You may deactivate your Account, paying any remaining fees for your Subscription Term.
• Termination for Cause: Material breaches may terminate the Agreement immediately if not remedied within 10 days.
• Survival: Clauses on Fees, License, Proprietary Rights, Liability, Confidentiality, and Miscellaneous survive termination.

7. Limited License

• Grant: braine grants a limited, revocable, non-transferable license to use the Service for your business during the Subscription Term.
• Restrictions: You may not resell, reverse engineer, hack, misuse, or bypass security measures of the Service, nor violate laws or third-party rights.
• Indemnification: You are responsible for compliance with these restrictions and must indemnify braine for violations.

8. Proprietary Rights

• braine Rights: All Service content, software, trademarks, and intellectual property belong to braine.
• Quiet Enjoyment: We ensure your uninterrupted use of the Service. Notify us of any disruption.
• Customer Rights: Your Data and intellectual property remain your property. braine may use them only to provide the Service.

9. Liability

• General: Each party is responsible for its actions or omissions. Indirect or consequential damages are excluded.
• Limitations: braine is not liable for downtime, transmission failures, or results from Service features.
• Maximum Liability: Total liability is limited to fees paid over the last 12 months, except in cases of fraud, death, personal injury, or data protection violations.
• Customer Content: You are responsible for content you upload. braine may remove content violating these Terms.
• Fair Use: Abuse or overuse of the Service may result in suspension.
• Disclaimer: The Service is provided “as is” and is standard software, not custom solutions.
• Child Safety: CSAE content is strictly prohibited and will be reported.

10. Confidentiality

• Both parties must protect confidential information and may not disclose it without written consent.
• Obligations continue during the Agreement and for 10 years after termination.
• Exceptions apply for legal requirements or protecting rights.
• Termination for Convenience: You may deactivate your Account, paying any remaining fees for your Subscription Term.
• Termination for Cause: Material breaches may terminate the Agreement immediately if not remedied within 10 days.

11. Data Retention

• braine securely stores your Data during your Subscription Term.
• Data may be deleted after your Subscription Term or if it exceeds retention timeframes.

12. Security

• braine maintains reasonable security measures (https://www.braine.com/security/).
• You assume risk when using the Service online.
• Links to third-party websites are at your own risk.
• Unauthorized use may be monitored or reported.

13. Miscellaneous

• Governing Law: France; Paris Court of Appeal has exclusive jurisdiction.
• Commercial Reference: We may reference your company as a customer unless you opt out.
• Waiver: Failure to enforce a provision is not a waiver.
• Assignment: You may not assign rights without consent; braine may assign freely.
• Relationship: No partnership, agency, or employment relationship is created.
• Severability: Unenforceable provisions do not invalidate remaining Terms.
• Entire Agreement: This Agreement is the complete understanding between the parties.

14. Privacy / Data Protection

• Privacy Policy: See https://www.braine.com/privacy-policy/ for details.
• Data Processing: You act as data controller; braine is a processor. DPA is available at legal@braine.com.
• Compliance: You must comply with all applicable privacy laws.