Terms of Service

1. Definitions and Interpretive Framework

1.1 Enforceable Definitions. The following definitions govern this Agreement and override standard consumer interpretations of digital services:

Cognitive Build refers to the personalized, isolated instance of the mindAIlign AI behavioral model constructed for the Founding Partner.

Proprietary Cognitive Architecture refers to the invariant decision-modeling frameworks, prompt engineering syntax, logic gates, behavioral constraint systems, and associated structures developed by the Institution.

Probabilistic Output refers to any text, analysis, prediction, simulation, or dialogue generated by the Cognitive Build via stochastic processes.

Founding Partner refers to the qualified individual admitted to receive Services. This designation is a commercial service status only and does not create a legal partnership, joint venture, or fiduciary relationship between the parties.

Misalignment refers to a condition, determined solely by the Institution, where the Founding Partner’s use of the Service or conduct materially conflicts with the Institution’s operating principles.

Session Data refers to the inputs, context, and decision constraints provided by the Founding Partner.

Pattern Data refers to anonymized and aggregated insights derived from multiple sessions, used solely to refine the Proprietary Cognitive Architecture.

2. Admission, Capital Contribution, and Status

2.1 Admission. Access to mindAIlign is granted solely at the discretion of the Institution following internal evaluation. The Institution may deny admission for any reason.

2.2 Capital Contribution. In consideration for the Services, the Founding Partner shall remit a capital contribution as specified in the applicable Order Form.

Non-Refundable. Subject only to Section 7.1, all payments are non-refundable upon commencement of service delivery.

No Partnership or Consumer Rights. The Founding Partner affirms that participation is for professional or commercial purposes and waives any consumer protections to the maximum extent permitted by law. This Agreement does not grant equity, voting rights, or fiduciary claims.

2.3 Nomination Rights. Founding Partners may recommend candidates through private channels only. Public solicitation or broadcasting of nominations constitutes Misalignment.

3. Intellectual Property and Security

3.1 Ownership. The Institution retains all right, title, and interest in the Proprietary Cognitive Architecture and all associated systems.

3.2 License. A limited, non-exclusive, non-transferable, revocable license is granted solely for internal strategic decision support.

3.3 Anti-Reverse Engineering. The Founding Partner shall not reverse engineer, decompile, probe, benchmark, extract, distill, or use outputs to train competing systems.

3.4 No-BYOK Policy. The use of personal or third-party API keys is prohibited. All inference occurs on Institution-managed infrastructure.

3.5 Liquidated Damages. Breach of Section 3.3 causes irreparable harm. The Founding Partner agrees to liquidated damages of $500,000 USD or three times total contributions paid, whichever is greater, as a reasonable pre-estimate of loss. If unenforceable, the amount shall be reduced to the maximum permitted by law.

4. Nature of Services and Disclaimers

4.1 Non-Clinical Use. mindAIlign is not a healthcare, therapeutic, or clinical service.

No Therapy or Crisis Support. No doctor-patient or fiduciary relationship is formed. The Institution has no duty to intervene in emergencies.

4.2 No Professional Advice. Outputs do not constitute legal, financial, or professional advice.

4.3 Probabilistic Fallibility. Outputs may be inaccurate. The Founding Partner bears sole responsibility for all decisions and actions.

5. Data Sovereignty and Usage

5.1 Data Ownership. The Founding Partner retains ownership of Session Data and grants the Institution a license for service delivery and refinement.

5.2 Restrictions. Partner data will not be sold or licensed for training general-purpose models without consent.

6. Risk Allocation and Liability

6.1 Assumption of Risk. The Founding Partner is a sophisticated party and assumes all risks associated with use.

6.2 Indemnification. The Founding Partner shall indemnify the Institution against claims arising from use or breach.

6.3 Limitation of Liability. Liability is limited to the total contributions paid in the twelve (12) months preceding the claim. No indirect or consequential damages are recoverable.

7. Termination

7.1 Termination for Convenience. The Institution may terminate upon thirty (30) days’ notice. A pro-rated refund of prepaid amounts shall be the Founding Partner’s sole remedy.

7.2 Termination for Cause. Immediate termination without refund may occur for security violations, ethical breaches, or Misalignment.

8. General Provisions

8.1 Confidentiality and Non-Disparagement. Terms and system details are confidential. Non-disparagement applies for two (2) years post-termination.

8.2 Governing Law and Arbitration. This Agreement is governed by Nevada law. Disputes shall be resolved by binding arbitration administered by the American Arbitration Association in Las Vegas, Nevada (Clark County). Class actions and jury trials are waived.

8.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties.