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Terms of Use

Last revised 2025-01-10

These BrainFreeze LLC (“BrainFreeze”) Terms of Use, along with any documents incorporated by reference (collectively, the “Terms”) govern the use of BrainFreeze’s web and mobile applications and related products and services (“Services”). The school system, educational institution, educator, staff member, or administrator (“You”) agree to the Terms once You access the Services.

If You, the individual agreeing to the Terms, is doing so on behalf of an entity You must have the authority to bind the entity to the Terms. Otherwise, You may not access the Services.

1. Terms to Know.

  • “Assistant” means a pre-configured artificial intelligence model made available by BrainFreeze.
  • “Assistant Execution” means when You submit an Input to an Assistant that generates an Output.
  • “Confidential Information” means any information marked or designated as confidential by a Party and any information that, under the circumstances of its disclosure or nature of the information, should reasonably be considered to be confidential, such as Documentation, pricing, software code, functionality, the Services, Your Data, systems, and roadmaps, and non-public technical, business, security, or financial information. Confidential Information may include a Party’s affiliate or Third-Party Service provider’s information.
  • “DPA” means BrainFreeze’s Data Processing Addendum (currently found here), as may be amended by BrainFreeze from time to time.
  • “Input” means any queries, data, files, or prompts provided by You to an Assistant.
  • “Output” means any output provided by an Assistant in response to Your Input.
  • “Term” means the Initial Term and Renewal Term(s) combined.
  • “Third-Party Services” means a third-party’s products, services, websites, or materials.
  • “Updates” means any new functionality, features, patches, and fixes applied to the Services by BrainFreeze.
  • “Your Data” means all Input, Output, data, Student Data, files, information, or content that is submitted to BrainFreeze from Your account.

2. Overview of BrainFreeze Services.

  • 2.1.   Account Information.  To create an account (“Account”) You are required to provide the name(s) and email(s) of individuals using the BrainFreeze Services. Students (children 15 or younger) are not allowed to create Accounts. You are in charge of making sure the personal details in Your Account are accurate, complete, and up to date and are responsible for the security and confidentiality of Your Accounts. Only the assigned person may access their Account.
  • 2.2   Student and Parent Use. You may invite students and parents to use the Services (including Assistants) through your Account (“Student Use” or “Parent Use”, as applicable). You are responsible for the security of any QR code, link, or similar invite You send to Students and Parents. Students will not be asked to provide any personal information. You are responsible for all Student and Parent Use under your Account.
  • 2.3   Changes. BrainFreeze may add, change, or remove features of the Services and amend the Terms at any time, with or without notice. By accessing the Services after any change is made, You agrees to the changes.
  • 2.4   Monitoring. BrainFreeze may monitor Your use of the Services to ensure Your compliance with the Terms and protection of students.
  • 2.5   Data Use. BrainFreeze may use data derived from Your use of the Services, including data relating to the performance, use, sessions, or similar data, analytics, or metrics of the Services (“Analytics”) for development, operational, and improvement purposes. Analytics will be aggregated and de-identified so it cannot be used to identify You or any Account. However, BrainFreeze will not use Your Data for any other purposes other than to provide the Services. Your Data will be kept confidential by BrainFreeze.
  • 2.6   Your Responsibilities. You are responsible for all use of the Services under Your Account(s) (including any Accounts made under Your administrative Account) and for all of Your Data. These Terms apply to all visitors and Parent and Student Use. You agree you have provided and collected all applicable notices and consents required under applicable law, including as it relates to the use, collection, and sharing of personal information relating to a child 12 years or younger.

3.  Access and Restrictions to Services.

  • 3.1   Your Right to Use. BrainFreeze grants You a limited, non-exclusive, non-transferrable, non-sublicensable, and revocable right to use the Services for Your personal and educational purposes. No commercial use is allowed.
  • 3.2   Restrictions to Your General Use. You agree that You will not attempt and will not allow others to attempt to:
  • 3.2.1.   Copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to discover software code, technologies, or intellectual property in the Services;
  • 3.2.2.   Limit the functionality of, impair, damage, or attempt to gain unauthorized access to the Services;
  • 3.2.3.   Misuse, infringe, misappropriate, or violate BrainFreeze’s or a third-party’s intellectual property rights;
  • 3.2.4.   Misrepresent Your identify, affiliation with a person or entity, or authorization to provide consent for another person or entity;
  • 3.2.5.   Violate any applicable laws or regulations, including any applicable export laws;
  • 3.2.6.   Utilize the Services to (i) obtain or transmit harassing, defamatory, obscene, or illegal content, including content detrimental to minors or in violation of third-party privacy rights; or (ii) knowingly submit software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
  • 3.2.7.   Exceed more than: (i) 5 Assistant Executions per second; and (ii) 50 gigabytes of document ingestion and storage;
  • 3.2.8.   Submit or allow any personal information of children 12 years old or younger (“Student Data”) to be submitted to the Services without first obtaining and providing all rights, consents, and notices required under applicable law; or
  • 3.2.9.   Reproduce, resell, market, distribute, translate, or otherwise commercially distribute the Services.

3.3.   Your Use of AI Components. You may only use the Services to assist You with educational-related use. This includes not using the Services to harm or trick others or violate applicable laws and including appropriate protections and practices around Your use of AI Components.

3.3.1.   Restrictions. You agree not to attempt to use AI Components:

  • 3.3.1.1.   For violent, hateful, illegal, obscene, sexually explicit, or emotionally harmful conduct;
  • 3.3.1.2.  To endanger children or any person;
  • 3.3.1.3.  To compromise a person’s personal information or privacy;
  • 3.3.1.4.  To create a political campaign or interference with elections;
  • 3.3.1.5.  For predatory, abusive, or fraudulent conduct, or misrepresentations of information;
  • 3.3.1.6.  For censorship, law enforcement, or criminal justice related use; or
  • 3.3.1.7.  For any professional or highly regulated industry use (healthcare, legal, financial, employment, or similar use).

3.3.2.  Requirements. You agree to ensure the following is established when using AI Components:

  • 3.3.2.1.  Review and Refine: Think of AI Component Output as an 80% complete draft that requires professional judgment and refinement for the final 20%. Your expertise is essential in shaping material for students and You must appropriately review Outputs to ensure accuracy.
  • 3.3.2.2.  Verify Content: Since AI Components synthesize training data rather than access verified databases, always fact-check outputs and assess them for potential biases or inaccuracies before relying upon them.
  • 3.3.2.3.  Note Temporal Limitations: AI Components have knowledge cutoffs, so exercise caution with recent topics.
  • 3.3.2.4.  Maintain Privacy: Because AI Components may retain information provided to them, You must use caution to maintain privacy by not providing personal information to AI Components.

4.  Applicable Law and Compliance.

Both BrainFreeze and You agree to comply with their respective obligations under applicable law, including but not limited to applicable child-related data privacy laws.

5.  Term and Termination.

The Terms begin to apply when You first access the Services and Your subscription will continue on a month-to-month basis until You cancel Your Account (“Term”). You may cancel Your Account at any time. When You cancel, You may still access Your Account until Your then-current subscription month ends based on the date of You first accessed the Services.  BrainFreeze may terminate or suspend Your Account (or any non-administrative Account) if You violate these Terms. At the end of Your subscription to the Services or if You delete Your Account, BrainFreeze may erase Your Data.

6.  Data Privacy.

While BrainFreeze does not request any personal information from children 12 years old and younger, and to the extent You are a legal entity and submit personal information to the Services, the DPA shall apply and is incorporated into the Terms by reference. Otherwise, BrainFreeze’s Privacy Policy will apply.

7.  Payment.

  • 7.1.  Fees. If You are using a paid subscription of the Services, all Services subscription fees will be due when You first access the Services. All future payments for the Services subscription fees will be due on a monthly basis. All fees will be paid with the Payment Services. No refunds are permitted unless allowed under applicable law.
  • 7.2.  Changes. BrainFreeze will make its pricing available in the Services (“Pricing Page”). BrainFreeze reserves the right to modify the pricing by updating the Pricing Page. Any changes made will go into effect on Your next subscription month.
  • 7.3.  Third-Party Payment Services. The Services use a Third-Party Service provider to provide payment processing services (“Payment Services”) to You for the payment of Service fees. By using the Services, You agree to all applicable Payment Services’ terms and credit card and bank account authorizations. You agree BrainFreeze will not be held liable for any monetary transactions that occur through Your use of the Services or for any issues relating to the Payment Services. You authorize BrainFreeze to charge Your Payment Services account for the Services subscription fees and for any Payment Services processing fee where allowed under applicable law, without any further notice or consent being required.
  • 7.4.  Taxes. All fees are exclusive of taxes. BrainFreeze will charge You taxes as required by applicable law in connection with the Services.

8.  Intellectual Property and Proprietary Rights.

  • 8.1.  BrainFreeze. BrainFreeze (and our licensors) retain ownership of all right, title, and interest in the Services, including all derivatives.
  • 8.2.  You. You (or Your licensors) retain ownership of all right, title, and interest in Your Data. However, You agree that Input, and therefore Output, may be identical or similar in nature to other users of the Services. When this happens, You do not own or have any intellectual property rights to such identical or similar Output. You grant BrainFreeze a non-exclusive, worldwide right to use Your Data to provide the Services.
  • 8.3.  Feedback. BrainFreeze may freely use and incorporate into the Services any suggestions, requests, feedback, or submissions to BrainFreeze (whether submitted directly to BrainFreeze or in the Services) provided by You or Your Accounts that relate to the Services (“Feedback”). You agree that Feedback and all associated intellectual property rights are the exclusive property of BrainFreeze, and assign to BrainFreeze all right, title, and interest to any Feedback.

9.  Confidentiality Obligations.

  • 9.1.  Obligation. Each Party may disclose its Confidential Information (“Discloser”) to the other Party (“Recipient”). Recipient agrees to hold Discloser’s Confidential Information in confidence and not to copy, reproduce, publish, disclose, or transfer the Discloser’s Confidential Information to any third-party or utilize Confidential Information for any purpose other than as expressly contemplated in this Agreement, provided that a BrainFreeze may disclose the Customer’s Confidential Information to its affiliates, suppliers, contractors, and consultants (“Recipient Agent”): (i) as necessary to perform its rights and obligations under the Agreement; and (ii) so long as the Recipient Agent is bound to confidentiality obligations at least as stringent as the obligations herein. Each Party is responsible for its respective Recipient Agent’s compliance with the confidentiality obligations in this Confidentiality Section. The obligations in this Confidentiality Section shall continue for the Term of this Agreement and for a period of three (3) years after the Agreement’s termination or expiration, provided the obligation for trade secrets will continue for as long as such information constitutes a trade secret under applicable law.
  • 9.2.  Exceptions. Confidential Information does not include information that: (i) is or becomes generally available to the public (except as a result of Recipient’s breach of this Agreement); (ii) is obtained by Recipient on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) Recipient establishes by sufficient evidence that the Confidential Information was in its possession prior to the Discloser’s disclosure; or (iv) Recipient establishes by sufficient evidence that the Confidential Information was independently developed by Recipient without using any Discloser Confidential Information.

10.  Liability.

THE LIMITATIONS AND EXCLUSIONS OF LIABILITY STATED BELOW WILL APPLY WHETHER AN ACTION OR CLAIM IS BASED ON TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), CONTRACT, STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR ANY OTHER THEORY.

  • 10.1.  EXCLUSIONS. BRAINFREEZE, ITS AFFILIATES, LICENSORS, OR SUPPLIERS, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY RELATING TO THESE TERMS OR THE SERVICES, EVEN IF EITHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.
  • 10.2.  LIABILITY CAP. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, BRAINFREEZE’S LIABILITY FOR ANY DAMAGES ARISING FROM THE TERMS OR THE SERVICES WILL NOT EXCEED THE SERVICES SUBSCRIPTION FEES PAID TO BRAINFREEZE UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY BEFORE THE EVENTS GIVING RISE TO SUCH CLAIM. IF YOU HAVE MORE THAN ONE CLAIM, IT WILL NOT ENLARGE THIS LIMIT.

11.  WARRANTY AND DISCLAIMERS.

  • 11.1.  Your Warranty. You represent and warrants that You have all necessary rights (including all applicable consents and notices required for BrainFreeze to collect any personal data You submit in Your Data) and authority to provide BrainFreeze with and for BrainFreeze (and its Third-Party Service providers) to use the Your Data to provide the BrainFreeze Services.
  • 11.2.  DISCLAIMER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BRAINFREEZE, ITS AFFILIATES, AND ITS LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH REGARD TO BRAINFREEZE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND WARRANTIES THAT BRAINFREEZE SERVICES MEET THE REQUIREMENTS OF YOU OR ANY THIRD PARTY, WILL BE AVAILABLE WITHOUT INTERRUPTION OR WORK WITH ANY THIRD-PARTY SERVICES (WHICH SHALL BE PROVIDED “AS-IS”. WHILE BRAINFREEZE USES COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE SERVICES FROM INCLUDING INAPPROPRIATE CONTENT, BRAINFREEZE CANNOT GUARANTEE THE SERVICES WILL BE VOID OF INAPPROPRIATE CONTENT.
  • 11.3.  AI DISCLAIMER. BRAINFREEZE SERVICES, INCLUDING ITS OR ITS THIRD-PARTY SERVICES PROVIDERS’ ARTIFICIAL INTELLIGENCE TECHNOLOGY AND MODELS (“AI COMPONENTS”), ARE MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES. BRAINFREEZE MAKES NO GUARANTEES ABOUT THE ACCURACY OR QUALITY OF THE SERVICES OR OUTPUTS. THE USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU AGREES THAT: (I) THERE ARE INHERENT RISKS OF INACCURACY AND UNPREDICTABILITY WITH AI COMPONENTS; (II) BRAINFREEZE IS NOT RESPONSIBLE FOR ANY INACCURATE, UNPREDICTED, OR UNDESIRABLE RESULTS OR OUTPUTS FROM YOUR USE OF THE BRAINFREEZE SERVICES; AND (III) YOU WILL EMPLOY CAUTION AND APPROPRIATE HUMAN OVERSIGHT WHEN USING BRAINFREEZE SERVICES. BRAINFREEZE IS NOT LIABLE AND DISCLAIMS ALL LIABILITY FOR ANY CONSEQUENCES OR DAMAGES RELATING TO YOU, AND ANY OTHER THIRD-PARTY RELYING ON OR USING THE SERVICES OR AI COMPONENTS.

12.  Indemnification.

To the extent allowed under applicable law, You will indemnify, defend, and hold BrainFreeze harmless against all alleged claims, damages (including attorney’s and filing fees), expenses, actions, or proceedings, arising out of or relating to Your Data or Output infringing a third-party’s intellectual property rights.

13.  Third-Party Services.

You agree: (i) You are responsible for any use of Third-Party Services; (ii) You will review and are subject to the terms, conditions, and policies of Third-Party Services providers; and (iii) BrainFreeze is not liable for any violation of any Third-Party Service provider’s terms, conditions, and policies by You.

14.  Trial Access.

If offered by BrainFreeze, You may access and use the Software on a trial or free access basis. Despite any conflicting statement in the Terms, if You are granted trial or free access, the terms in this Trial Access Section supersede any conflicting terms in the Terms. BrainFreeze may terminate any trial period at any time. Upon termination of a trial, Your right to use the Services through the trial access immediately expires. BRAINFREEZE DISCLAIMS ALL LIABILITY RELATING TO ANY TRIAL OR FREE USE, AND IF A DISCLAIMER OF LIABILITY IS NOT ALLOWED UNDER APPLICABLE LAW, BRAINFREEZE’S LIABILITY SHALL NOT EXCEED $100.00.

15.  Marketing.

If applicable, You grant BrainFreeze a limited right to use Your trademarks, logos, likeness, and related materials in BrainFreeze’s sales and marketing materials and otherwise reference Your use of the Services in marketing publications.

16.  General Terms.

  • 16.1.  Notice. Any notices related to these Terms must be in writing. Notices to You will be sent to the administrative Account’s email address associated with Your account or to Your address listed on the Order Form. Notices to BrainFreeze shall be sent to [email protected].
  • 16.2.  Governing Law; Mandatory Arbitration of Disputes. These Terms are governed by the State of Georgia law without regard to conflicts of law provisions, and You consent to the exclusive jurisdiction and venue in Fulton County, Georgia. Any controversy or claim arising out of these Terms shall attempt to be settled by the parties. If no settlement can be reached, arbitration administered by the American Arbitration Association and the International Centre for Dispute Resolution in accordance with its applicable Consumer Arbitration Rules shall apply. Judgment on the award rendered by the arbitrator(s) may be entered into by the appropriate court in Georgia. The arbitrator may not award any punitive, indirect, or consequential damages.
    BOTH PARTIES AGREE TO WAIVE THE RIGHT TO A JURY TRIAL, AND ALSO THE RIGHT TO PROCEED IN A REPRESENTATIVE OR CLASS ACTION MANNER, AND CLAIMS WILL BE HEARD ON AN INDIVIDUAL BASIS BY AN ARBITRATOR SELECTED BY BRAINFREEZE.
  • 16.3.  Assignment. You may not assign its rights and duties under this Agreement without the prior written consent of BrainFreeze, except that You may assign this Agreement in whole as part of a merger, or sale of substantially all its assets. BrainFreeze may freely assign this Agreement. Any assignment in violation of this Section shall be void and of no effect.
  • 16.4.  Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the Services. Unless otherwise stated, this Agreement may only be modified by the parties’ mutual written agreement.
  • 16.5.  Waiver. A failure to enforce any provision of the Terms shall not constitute a waiver of any future enforcement of that or any other provision of the Terms. If any language in the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the at-issue language will be modified to the least extent necessary to make such language valid and enforceable.
  • 16.6.  Survival. Termination of the Terms will not affect the provisions regarding indemnification obligations, limiting or disclaiming liability, or any other provision reasonably intended to survive the Term’s and Your Account’s termination. These provisions will survive any termination.