Privacy Policy

Terms & Conditions

Last updated: 21 May 2026

Ai-mBrain and mBrain Agency are trading names of HM Optimisation OÜ, registered in Estonia (registration number 14811819, VAT EE102194380).

These Terms & Conditions (the "Terms," "Agreement," or "T&C") are a binding legal agreement between HM Optimisation OÜ, a Republic of Estonia Private Limited Company (OÜ) doing business as mBrain Agency ("Provider," "we," "us," or "our"), and you ("Client," "you," or "your" — meaning any person or entity that purchases, subscribes to, accesses, uses, configures, or otherwise obtains the benefit of the Services, whether for its own use or on behalf of another business). By completing checkout, clicking "I agree," registering for an account, or accessing or using any part of the Services, Client agrees to these Terms. If Client does not agree, Client must not complete payment and must not use the Services. Provider may perform any portion of the Services directly or through qualified subcontractors, software vendors, technology partners, white-label fulfillment partners, and other service providers (collectively, "Service Providers"), and references to Provider's performance of the Services include performance by Service Providers acting on Provider's behalf.

THESE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION PROVISION, A CLASS ACTION WAIVER, AND A JURY-TRIAL WAIVER. PLEASE READ THE DISPUTE RESOLUTION SECTION BELOW. A LIMITED RIGHT TO OPT OUT IS AVAILABLE ONLY IF CLIENT STRICTLY FOLLOWS THE PROCEDURE DESCRIBED THERE.

1. Acceptance

By purchasing, subscribing to, activating, accessing, or using any Provider services, products, subscriptions, programs, software, dashboards, widgets, hosted features, automations, AI tools, deliverables, managed services, or related support offerings (collectively, the "Services"), Client agrees to be bound by this Agreement. Client represents that Client is at least eighteen (18) years old and has full authority to bind Client and any entity on whose behalf Client is purchasing or using the Services, and that Client's use of the Services will at all times comply with this Agreement and with all applicable laws. Client further agrees that any person acting in connection with Client's use of the Services — including Client's employees, contractors, customers, end users, affiliates, or any other party for whom Client provides, resells, or enables access to the Services — shall be bound by this Agreement to the same extent as Client, and Client is solely responsible for any act or omission of any such person.

2. Changes

Provider may change the content, scope, features, delivery methods, subscriptions, pricing, support channels, and mix of Services at any time, and may revise these Terms at any time by posting an updated version on a Provider website, checkout page, member portal, or dashboard, or by sending notice to the email address associated with Client's account. Continued use of the Services after an update constitutes acceptance of the updated Terms. If Client does not accept an update, Client must stop using the Services and cancel in accordance with the cancellation provisions below.

3. Services and Materials

The Services may include, without limitation, search visibility services (including GEO, SEO, and "near me" optimization), paid advertising (including PPC and Google Local Service Ads), business listings and directory management, AI-enabled tools (including chatbots and voice agents), website-related services (including accessibility solutions), automation systems, reporting dashboards, integrations, and any other marketing, software, or technology-enabled services Provider offers from time to time. The specific Services included in Client's plan are those selected at checkout, on the applicable order or pricing page, or as otherwise agreed in writing, and where a Service has a corresponding service-specific section below, that section applies.

Subject to Client's compliance with these Terms, Provider grants Client a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services and the related content, software, widgets, scripts, dashboards, documentation, reports, templates, automations, workflows, and other materials Provider makes available (the "Materials") solely in connection with Client's use of the Services. Except as expressly permitted in this Agreement, Client may not modify, reproduce, distribute, publicly display, reverse engineer, decompile, create derivative works from, sublicense, lease, share access to, or otherwise exploit the Services or Materials, and any resale, rebrand, white-label, or intermediated use of the Services does not diminish Client's obligations under this Agreement. All timelines and delivery estimates are contingent on Client responsiveness, access provision, third-party approvals, platform conditions, and other external factors, and Provider is not responsible for delays caused by such factors.

Unless Client provides prior written notice to opt out, Provider may identify Client as a customer and use Client's name, logo, and general business identity in marketing materials, case studies, and promotional content.

4. Accounts, Access, and Credentials

Provider may approve, reject, suspend, or revoke any account or access request in its sole discretion. Usernames, passwords, API keys, tokens, and other credentials issued in connection with the Services are for Client's internal use only, are non-transferable, and Client is responsible for maintaining their confidentiality and for all activity occurring through them or through connected systems. Client is responsible for providing and maintaining all access necessary for Provider to perform the Services, including access to websites, hosting, DNS, analytics, call tracking, CRM, calendars, advertising platforms, Google Business Profile, Google Local Services, social accounts, directory profiles, source files, content systems, phone systems, and any other connected service. Delays or limitations caused by Client's failure to provide access may delay performance or reduce results, and Provider is not responsible for the consequences. Where access is provided to Provider on behalf of a third party, Client represents that it has full authority to grant that access and will indemnify Provider for any claim that the access was unauthorized.

5. Subscriptions, Term, and Renewal

Unless a service-specific section below states otherwise, the initial term of each Service is twelve (12) months, after which the Service continues on a month-to-month basis and renews automatically until canceled. Provider will provide at least thirty (30) days' prior notice of any non-renewal, discontinuation, or material change to a Service, delivered to the email address associated with Client's account; it is Client's responsibility to keep that email address current. Subscriptions and the rights associated with them are personal to Client and non-transferable unless Provider expressly agrees otherwise in writing. Upon discontinuation of a Service, Provider may delete databases, hosted assets, call logs, chatbot and voice-agent logs, reporting data, configuration records, and other information associated with that Service, except where retention is required by law or Provider elects to retain such data for operational, billing, evidentiary, backup, or compliance purposes.

6. Payment and Billing

All Services are billed on a recurring subscription basis unless otherwise stated. By submitting payment, Client authorizes Provider and its payment processing partners (which may include Stripe and other processors from time to time) to charge Client's selected payment method for all applicable fees, including setup fees, subscription fees, management fees, usage fees, overage fees, taxes, and any other amounts incurred in connection with the Services. Use of any payment processor is subject to that processor's own terms and privacy practices. Subscriptions automatically renew unless canceled with the required notice before the renewal date, and Provider may modify pricing with prior notice. All orders are subject to acceptance by Provider, and Provider may refuse or cancel any order in its sole discretion, including after acceptance.

Client agrees to pay all applicable taxes, levies, duties, and similar governmental assessments associated with the Services, excluding taxes based on Provider's net income. If Client does not pay on time, or if Provider or its payment processor cannot charge Client's payment method for any reason, Provider may suspend or terminate Services, pause campaigns, disable software features, revoke licenses, suspend support, cancel hosted features, and bill unpaid amounts by any lawful means. Amounts unpaid for more than thirty (30) calendar days from the invoice date are past due. If they remain unpaid fifteen (15) calendar days after notice of past-due status, Provider may charge interest at one percent (1%) per month until all amounts owing, including interest, are paid in full, and Client will reimburse Provider for reasonable costs of collection, including attorneys' fees and internal collection time at Provider's then-prevailing rate.

7. No Refunds

ALL PURCHASES OF SUBSCRIPTIONS, SERVICES, SETUP FEES, MANAGEMENT FEES, LICENSES, IMPLEMENTATION FEES, SOFTWARE-ENABLED SERVICES, ACCESSIBILITY SERVICES, AI SERVICES, MARKETING SERVICES, AND ANY OTHER PRODUCTS OR SERVICES FROM PROVIDER ARE FINAL AND NON-REFUNDABLE.

Provider may, in its sole discretion, decline any discretionary refund or credit where it reasonably determines the purchase was made with the intent of receiving the benefit of the Services and then seeking reimbursement afterward. Client agrees not to initiate a chargeback except where Client did not actually receive the Services ordered, and a wrongful chargeback is itself a breach of this Agreement for which Provider may immediately terminate, pursue collection of the disputed amount, and recover its costs.

8. Cancellation and Termination

Unless a service-specific section states otherwise, cancellation requires at least thirty (30) days' prior written notice before the next renewal, and Client will not receive a refund for amounts already paid and remains responsible for accrued charges, usage charges, outstanding fees, and any minimum-commitment amounts then due. Some Services include an initial minimum term and may not be canceled before that minimum term expires except as expressly allowed in the applicable service-specific section or by Provider in writing. Upon termination or cancellation, Provider may stop Services, revoke access, remove hosted elements, disable widgets, pause automations, remove campaign management, stop support, and disconnect integrations. Provider may terminate or suspend Services immediately for non-payment, abuse, legal risk, third-party platform restrictions, policy violations, unauthorized use, or any conduct Provider reasonably determines is inappropriate, unlawful, risky, or disruptive. Provisions that by their nature should survive termination — including payment, confidentiality, license restrictions, indemnification, disclaimers, limitations of liability, the AI-training license, dispute resolution, and accrued rights — will survive.

9. Electronic Communications

By purchasing or using the Services, Client consents to receive electronic communications from or on behalf of Provider, including service notices, onboarding communications, billing notices, support communications, marketing communications, and, where applicable, text messages and prerecorded or AI-assisted calls, at the email addresses, phone numbers, and contact endpoints Client provides. Client agrees that electronic communications satisfy any legal requirement that such communications be in writing. Client may opt out of marketing-related emails by following the opt-out instructions in the communication, but Provider may still send transactional, account, security, operational, or service-related communications. Client is responsible for obtaining any consents required under applicable communications laws from any recipient of communications sent, triggered, or delivered through the Services.

10. Privacy and Data Use

Provider may collect, receive, store, access, use, process, transmit, and share information necessary to provide and improve the Services, process payments, manage accounts, communicate with Client, maintain integrations, provide support, conduct analytics, train and improve models as described below, and fulfill operational, legal, and security purposes. Such information may include account details, business information, campaign data, website data, profile data, analytics data, technical data, usage data, IP addresses, device and browser information, communications, lead and call records, chatbot and voice-agent transcripts, and any other data reasonably related to the Services. Provider may disclose such information to affiliates, contractors, service providers, software and AI vendors, analytics providers, payment processors, publishers, directory networks, hosting providers, telecom providers, advertising platforms, and other third parties that help provide the Services, and data may be stored and processed in the United States or other jurisdictions where Provider, its affiliates, or its service providers operate. Where Provider publishes a standalone privacy policy, that policy supplements this section and controls as to its subject matter.

Client is solely responsible for ensuring that any personal data uploaded, connected, collected, transmitted, or otherwise made available through the Services complies with all applicable privacy laws — including GDPR, UK GDPR, CCPA/CPRA, other U.S. state privacy laws, PIPEDA, LGPD, and any applicable sectoral laws such as HIPAA or GLBA — and for publishing accurate privacy notices and obtaining any consents required. Provider is not a HIPAA business associate or GLBA service provider unless a signed separate addendum is in place. As between the parties, Client is the controller or "business" (and Provider the processor or "service provider") with respect to personal data made available through the Services, and Client will ensure that its upstream and downstream agreements include terms at least as protective of Provider as this Agreement.

11. Service Data and AI Training License

In the course of providing the Services, Provider generates, collects, and receives a variety of data — including configuration data, usage logs, performance metrics, chatbot and voice-agent transcripts, call recordings, audit records, model prompts and completions, test data, support communications, error logs, and similar operational data (collectively, "Service Data"). Client grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, aggregate, and otherwise process Service Data in de-identified and/or aggregated form for any lawful purpose, including to operate, secure, maintain, benchmark, debug, test, and improve the Services; to develop, train, fine-tune, evaluate, and improve Provider's and its vendors' software, machine-learning models, AI models, chatbots, voice agents, automations, and analytics; to generate industry benchmarks, reports, insights, and anonymized statistics; and to build new products and services. "De-identified" means data from which direct identifiers have been removed, masked, tokenized, or aggregated so that the data does not reasonably identify a specific individual or business. Client represents that it has all rights and authority necessary to grant this license on behalf of itself and any third party for whom it provides, resells, or enables access to the Services, and Client will indemnify Provider for any claim that it lacked such authority.

12. Third-Party Platforms, Providers, and Links

Many of the Services depend on, integrate with, or are delivered through third-party platforms, networks, publishers, software providers, telecom providers, and service providers — including Google, Meta, Microsoft, OpenAI, Anthropic, listings networks, payment processors, and telephony carriers ("Third-Party Providers"). Third-Party Providers have their own terms, policies, service levels, limits, and restrictions, and those terms also apply to the Services. Provider does not verify and is not responsible for the truthfulness, accuracy, quality, completeness, availability, policy changes, suspensions, or acts or omissions of any Third-Party Provider, and links or integrations to third-party sites are provided as a convenience without endorsement.

PROVIDER WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES, CONTENT, DEALINGS, OR COMMUNICATIONS AVAILABLE ON OR THROUGH ANY THIRD-PARTY PROVIDER OR THIRD-PARTY SITE, OR FOR ANY HARM, DAMAGES, OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH CLIENT'S USE OF OR RELIANCE ON ANY THIRD-PARTY PROVIDER OR THIRD-PARTY SITE, INCLUDING ACCOUNT SUSPENSIONS, BANS, DELISTINGS, RANKING LOSSES, OR OTHER RESTRICTIONS IMPOSED BY ANY THIRD-PARTY PROVIDER, REGARDLESS OF CAUSE.

13. Prohibited Use

Client agrees to act lawfully and in accordance with common standards of professional conduct, and agrees not to use the Services to: violate any law or regulation; infringe any intellectual property, privacy, or publicity right; defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; disseminate spam, unsolicited solicitations, pyramid schemes, chain letters, or similar communications; exploit minors or depict cruelty to animals; solicit or post sexually explicit content where prohibited; incite or facilitate illegal activity; introduce malware, spyware, or other harmful code; use automated scraping, load-generating, or other abusive tools; or otherwise take any action that imposes an unreasonable or disproportionate load on Provider's infrastructure. Client is responsible for ensuring that any content it uploads, publishes, transmits, configures, or causes to be sent through the Services — including ad copy, landing pages, listings content, chatbot knowledge bases, voice-agent scripts, SMS or email content, webhooks, and scraped or imported data — is lawful, accurate, non-misleading, properly licensed, and compliant with all applicable platform policies. Provider may terminate or suspend Services, remove content, and cooperate with law enforcement where it deems appropriate.

14. Intellectual Property

Provider and its licensors retain all right, title, and interest in and to Provider's pre-existing intellectual property, software, systems, automations, processes, methods, templates, scripts, know-how, documentation, widgets, dashboards, code, service architecture, campaign methodologies, implementation methods, workflow designs, trade secrets, branding, and all related Materials (collectively, "Provider IP"). Except where a service-specific section below expressly grants ownership of a deliverable, nothing in this Agreement transfers any Provider IP or third-party IP to Client, and any incorporated Provider IP or third-party IP is licensed non-exclusively, non-transferably, and solely for use with the deliverable and subject to any applicable third-party restrictions. Any feedback, suggestion, or idea Client provides to Provider may be used by Provider without restriction or compensation, and Client assigns to Provider all right, title, and interest therein.

15. Copyright and Infringement Notices

If Client believes any material provided through the Services infringes its copyright or trademark rights, Client must send a written notice to legal@hmoptimization.com containing (i) an authorized signature; (ii) identification of the work claimed to be infringed; (iii) identification of the allegedly infringing material; (iv) Client's contact information; (v) a good-faith statement that the use is not authorized; and (vi) a statement under penalty of perjury that the information is accurate and that the complaining party is authorized. Provider may remove or disable access to challenged material at its discretion.

16. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, MATERIALS, SOFTWARE-ENABLED COMPONENTS, WIDGETS, AI FEATURES, AUTOMATIONS, REPORTS, LISTINGS, AND ALL RELATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. PROVIDER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR WILL PRODUCE ANY SPECIFIC RESULT.

Provider does not warrant that the Services will produce any specific ranking, lead volume, traffic level, revenue, cost per lead, return on ad spend, conversion rate, listing visibility, accessibility outcome, chatbot or voice-agent result, appointment outcome, or other business outcome. Actual results vary based on Client cooperation, website quality, business category, geography, competition, ad budget, industry demand, review profile, algorithm changes, policy changes, third-party platform actions, regulatory issues, and other factors outside Provider's control.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER NON-DIRECT DAMAGES, INCLUDING LOSS OF DATA, LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST BUSINESS OPPORTUNITY, COST OF CAPITAL, DOWNTIME COSTS, OR SIMILAR DAMAGES, WHETHER ARISING IN CONTRACT, TORT, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Except where a service-specific section states a lower cap, Provider's total aggregate liability shall not exceed the total amount actually paid by Client to Provider for the specific Service giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim.

18. Indemnification

Client will defend, indemnify, and hold harmless Provider, its affiliates, officers, directors, employees, contractors, licensors, vendors, agents, resellers, and service providers from and against any and all claims, demands, damages, liabilities, costs, losses, expenses, judgments, settlements, and reasonable attorneys' fees arising out of or related to: (a) Client's use of the Services; (b) content, data, configurations, or materials provided or enabled by Client; (c) any communication sent, triggered, or delivered through the Services on Client's behalf; (d) Client's violation of any law or regulation; (e) Client's breach of this Agreement; (f) Client's infringement or misappropriation of any third-party right; and (g) any claim brought by or through any customer, end user, or other person for whom Client provides, resells, or enables access to the Services.

19. No Guarantee of Results

Provider does not guarantee any specific search ranking, AI-answer visibility, advertising result, lead volume, traffic level, listing placement, review volume, conversion rate, or any other commercial performance metric. Any intended outcome described in marketing materials, onboarding materials, proposals, or service descriptions is aspirational and is not a guarantee.

20. Accessibility Disclaimer

Where a Service relates to website accessibility, Client understands that accessibility depends on the underlying website, templates, third-party components, content, and ongoing changes made by Client or its vendors. Provider does not guarantee that any Service, widget, report, or implementation will cause or maintain any website, application, or content to comply with any specific accessibility standard or law at any particular time or over time.

21. Local Laws and Compliance

Client is solely responsible for ensuring that its business, content, claims, licenses, and use of the Services comply with all applicable local, state, federal, and international laws, regulations, and industry rules. Provider does not provide legal advice.

22. Communications Compliance

Where Services enable outbound communications — including SMS, voice calls, AI-generated voice calls, chatbots, or email campaigns — Client is solely responsible for compliance with all applicable communications laws and platform rules, including TCPA, CAN-SPAM, and any equivalent non-U.S. laws. Client is responsible for obtaining and maintaining express prior written consent where required, honoring opt-outs, and ensuring content and delivery timing comply with applicable law.

23. Force Majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, fire, flood, earthquake, storm, pandemic, terrorism, war, telecommunications failure, power failure, internet failure, cloud-provider outage, government action, platform outage, algorithm change, third-party service interruption, or cyberattack not resulting from the affected party's gross negligence.

25. Dispute Resolution; Arbitration; Class Action Waiver

Informal Resolution. Before initiating arbitration, Client must first give Provider an opportunity to resolve the dispute by sending written notice to legal@hmoptimization.com, including Client's name, address, a written description of the claim, and the specific relief sought. If Provider does not resolve the dispute within forty-five (45) days after receipt, either party may pursue arbitration.

Binding Individual Arbitration. Any dispute shall be resolved exclusively and finally by binding arbitration on an individual basis before JAMS, administered under the JAMS Comprehensive Arbitration Rules & Procedures. The seat and location of arbitration shall be the county and state of Provider's principal place of business. The arbitrator may award any relief available under applicable law on an individual basis but may not award relief for or against any non-party.

CLASS ACTION WAIVER; JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY MAY PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, AND BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL.

30-Day Opt-Out. Client may opt out of the individual arbitration requirement and class action waiver by sending written notice to legal@hmoptimization.com within thirty (30) days after first accepting this Agreement.

26. Governing Law and Venue

This Agreement and any dispute shall be governed by and construed in accordance with the Federal Arbitration Act and the laws of the State of Estonia, without regard to conflict-of-laws principles. Except for disputes subject to arbitration, any disputes relating to these Terms or the Services will be heard exclusively in the courts of Harju County, Estonia, unless non-waivable law requires otherwise.

27. Miscellaneous

This Agreement constitutes the entire agreement between Client and Provider with respect to the Services and supersedes prior or contemporaneous oral or written communications on the same subject matter. If any provision is held invalid, it shall be reformed only to the minimum extent necessary. Provider may assign this Agreement without consent; Client may not assign without Provider's prior written consent. The parties are independent contractors.

28. Contact and Notices

Legal notices required or permitted under this Agreement must be in writing and delivered by email to legal@hmoptimization.com or through the account portal.

Mailing address for legal notices: legal@hmoptimization.com