Terms of service

01Agreement to terms

These Terms of Service (the "Terms") are a binding agreement between BrainGrid AI, Inc., a Delaware corporation with its registered address at 1111B S Governors Ave STE 29316, Dover, DE 19904, USA ("BrainGrid", "we", "us", or "our"), and the individual or entity using the service ("you"). Plansmith is a product of BrainGrid AI, Inc.

By signing in, creating an account or Team, or using Plansmith in any way, you accept these Terms. If you use Plansmith on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to it.

02The service

Plansmith is a planning agent (the "Service"). It turns business requirements into a plan of build-ready Specs: the agent interviews you, reads the Context you connect (including read-only access to code repositories you authorize), drafts the Specs with readiness and effort scores, and pushes the finished plan to your issue tracker or exports it as a document or spreadsheet. It can also render a plan as a clickable prototype you can share with a link. The issue tracker is the plan of record; Plansmith is where the plan takes shape before it lands there.

We may add, change, or remove features over time. We will not materially reduce the core functionality you have paid for during a paid term without notice. We may also offer beta or preview features, which are provided for evaluation, may change or be discontinued at any time, and are provided without warranties or support commitments.

03Accounts, Teams, and members

You sign in to Plansmith through our authentication provider. You must provide accurate information and keep your credentials secure. Your work is organized into Teams; billing, members, Plans, and connectors belong to a Team. Team owners and admins control billing, membership, and connectors, and are responsible for the activity of their members. You are responsible for activity that occurs under your account.

04Connectors and credentials

Plansmith connects to the tools your team already uses: issue trackers such as Linear and radial.build, and code hosts such as GitHub and GitLab. When you connect a tool, you authorize us to access it within the scope you granted, and we store the resulting access token encrypted. Code access is read only — the agent reads the code you authorize to ground the plan and never writes to it. Access tokens are bearer credentials: anyone who holds one can act within the scope you granted, so keep them secure and revoke any you no longer use. You are responsible for all activity performed with your credentials.

05Acceptable use

When using the Service, you agree that you will not:

• use the Service for any unlawful purpose, or store or transmit content you have no right to;
• upload or transmit malware, or use the Service to attack, probe, or disrupt systems that are not your own;
• interfere with or disrupt the Service, or circumvent rate limits, seat accounting, access controls, or any security measure;
• attempt to access Teams or data you are not authorized to access;
• use the Service in violation of United States export control or economic sanctions laws, or use it if you are located in an embargoed jurisdiction or are listed on a US government restricted-party list;
• resell the Service, misrepresent it as your own, or use it to build a competing service from our data.

We may enforce rate and usage limits to protect the platform and may adjust them at any time.

06AI features

The Service uses artificial intelligence to generate and refine your plans and Specs. To do this, it sends your Plan content, planning conversations, and connected Context to third-party model providers to run the Service for you, as described in our Privacy Policy.

Because these features rely on AI, the information they generate may be incorrect or inaccurate. AI features are not human and are not a substitute for human oversight. You are responsible for reviewing your plans and Specs before you rely on them or hand them off, and for any decisions you make based on them.

07Your content

You retain whatever rights you hold in the content you and your team put into Plansmith ("Customer Content"), including your Plans, Specs, planning conversations, and connected Context. You grant us a worldwide, non-exclusive license to host, process, store, transmit, and display Customer Content — including through our infrastructure and model providers — as needed to operate and provide the Service.

Customer Content is private to your Team, and we do not use it to train AI models. We do not make it public unless you choose to share it — for example, by publishing a prototype with a shareable link, which anyone holding the link can view. You are responsible for your Customer Content, for having the rights to it, and for any personal data it contains about your members or third parties. You can export your Customer Content at any time.

08Plans, billing, and payments

Plansmith is a subscription, priced per user and billed annually. Seats are counted by the people who create and refine Plans; developers, prototype reviewers, and connected agents do not need a seat. Current tiers and prices are on the pricing page and are shown at the time of purchase.

Subscriptions renew automatically. At the end of each term, your subscription renews for another term at the then-current price and the payment method on file is charged, unless you cancel before the renewal date. You can cancel at any time; cancellation takes effect at the end of the current term.

Payments are processed by Stripe, our payment provider. Your card details are sent directly to Stripe and never touch our servers. You are responsible for any applicable taxes. Except where required by law, payments are non-refundable. We may change prices prospectively; changes will be communicated before they apply to you.

If a subscription lapses or a payment fails, a Team may become read-only after a grace period, but we do not delete your data or hold it hostage — you can still read and export it.

09Usage data and feedback

We may collect and analyze usage data about how the Service is used, and we may use that data to maintain, improve, secure, and promote the Service. We only disclose usage data to others if it is aggregated and does not identify you or any other person. If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without obligation to you.

10Third-party integrations

If you connect a third-party service such as Linear, radial.build, GitHub, or GitLab, you authorize us to access and exchange data with that service to provide the integration, subject to that service's own terms. We do not control third-party services and are not responsible for them. Your use of third-party content, including compliance with intellectual property law, is your responsibility.

11Intellectual property and feedback

We retain all rights, title, and interest in the Service, including the software, the planning agent, the API, documentation, and branding. These Terms grant you no rights in the Service other than the right to use it as described here. We may generate aggregated or de-identified data about use of the Service and use it to operate, improve, and promote the Service; such data does not identify you or any other person.

12Publicity

We may identify you as a Plansmith customer and display your name and logo on our website and in marketing materials. If you would prefer that we not do so, email hello@braingrid.ai and we will stop.

13Disclaimer of warranties

The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that the output of its AI features will be accurate or complete.

14Limitation of liability

To the maximum extent permitted by law, BrainGrid will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill, arising out of or related to the Service, regardless of the theory of liability and even if we were advised of the possibility of such damages. Our total aggregate liability for all claims relating to the Service is limited to the greater of (a) the amounts you paid us in the twelve months before the event giving rise to the claim and (b) one hundred US dollars ($100).

15Indemnification

You will defend, indemnify, and hold harmless BrainGrid and its officers, directors, employees, and agents from and against any claims, damages, and expenses (including reasonable attorneys' fees) arising out of your Customer Content, your use of the Service, or your breach of these Terms.

16Confidentiality

Each party may receive information from the other that is marked confidential or that should reasonably be understood as confidential given its nature and the circumstances. The receiving party will not use or disclose the other party's confidential information except as needed to exercise its rights or meet its obligations under these Terms, and will protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the recipient, was already known without a duty of confidentiality, is received from a third party free to disclose it, or is independently developed. A party may disclose confidential information if required by law, after giving reasonable notice where permitted.

17Suspension and termination

We may suspend or terminate your access to the Service if you breach these Terms, abuse the platform, fail to pay, or create risk for us or for other customers. Where practical, we will notify you and give you a chance to cure first. You may stop using the Service and close your account at any time by contacting us at hello@braingrid.ai. Upon termination you can export your Customer Content for a reasonable period, after which it may be deleted. Sections that by their nature should survive termination — including those on your content, intellectual property, usage data and feedback, warranties, liability, indemnification, confidentiality, and dispute resolution — survive.

18Dispute resolution: arbitration and class action waiver

Before filing a claim, you agree to try to resolve the dispute informally by emailing hello@braingrid.ai; we will try to do the same. If a dispute is not resolved within 30 days of notice, either party may proceed as set out below.

Any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Delaware (with hearings conducted by videoconference where appropriate). Judgment on the award may be entered in any court of competent jurisdiction.

You and BrainGrid each waive the right to a trial by jury and the right to participate in a class, collective, or representative action. Disputes will be resolved only on an individual basis.

Exceptions: either party may bring a qualifying claim in small claims court, and either party may seek injunctive or other equitable relief in court for infringement or misuse of intellectual property or for unauthorized access to the Service.

Opt-out: you may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing hello@braingrid.ai from your account email with a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms.

19Governing law and general terms

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. For any matter not subject to arbitration under the Dispute resolution section, you and BrainGrid consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of government, internet or utility failures, denial-of-service attacks, and failures of third-party hosting or infrastructure providers.

We may provide notices to you by email to the address associated with your account or through the Service. These Terms are the entire agreement between you and BrainGrid regarding the Service. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

20Changes to these terms

We may update these Terms from time to time. The "Last updated" date above reflects the latest revision. For material changes, we will provide notice through the site or the app. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

21Contact

Questions about these Terms can be sent to hello@braingrid.ai or by mail to BrainGrid AI, Inc., 1111B S Governors Ave STE 29316, Dover, DE 19904, USA.