Terms of Service

01Introduction and Acceptance

1.1These Terms of Service (the “Terms”) govern access to and use of the Brainfood Cloud platform and its product modules, including MediaSync.ai, Publio.ai, and Cleon.tv (together, the “Services”).

1.2By creating an account, signing or accepting an Order Form, clicking “I agree”, or using the Services, the customer (“Customer”, “you”) enters into a binding agreement with Brainfood Digital Media and Publishing Single-Member LLC (Μ.Ε.Π.Ε.) (“Brainfood”, “we”, “us”).

1.3If you accept these Terms on behalf of a company or other legal entity, you confirm that you have authority to bind that entity. The Services are intended for business use (“B2B”). You confirm that you are acting in the course of a trade, business, or profession and not as a consumer.

1.4The following documents are incorporated into these Terms by reference: the Acceptable Use Policy (“AUP”), the AI Addendum, the SaaS Subscription Terms, the Data Processing Agreement (“DPA”), and any Order Form. In case of conflict, the order of precedence is: Order Form → DPA (data protection matters) → AI Addendum (AI features) → Subscription Terms (billing matters) → these Terms → AUP.

02Legal Identity

2.1Brainfood Digital Media and Publishing Single-Member LLC (Μ.Ε.Π.Ε.), registered in Greece. Registered seat: Empedokleous 28 & Souri 20, 12131, Peristeri, Athens, Greece. Commercial registry (Γ.Ε.ΜΗ.) number: 9009601000. VAT number: 997864022. Contact: legal@brainfoodmedia.gr.

03Scope of the Services

3.1Brainfood provides cloud-based software and related services for content operations, publishing technology, digital media distribution, AI-assisted content workflows, and advertising monetisation.

3.2The Services are made available as the umbrella platform Brainfood Cloud and the following product modules (“Product Modules”), each subject to these Terms and to any product-specific terms in the AI Addendum or applicable addenda:

• MediaSync.ai – AI-assisted content creation, newsroom and content workflow tooling, and CMS-related content operations.
• Publio.ai – content distribution, social publishing, scheduling, content repurposing, and campaign/content management.
• Cleon / Cleon.tv – video distribution, publisher monetisation, ad and video monetisation tooling, media inventory management, and advertising demand integrations. Publishers participating in Cleon monetisation must also enter into the separate Publisher Agreement.

3.3The Product Modules available to a Customer are those identified in the applicable Order Form or subscription plan.

3.4Brainfood may improve, modify, or update the Services, provided that it does not materially reduce the core functionality of a paid subscription during its current term.

04Account Registration

4.1Customer must register an account with accurate, complete, and current information and keep it up to date.

4.2Customer is responsible for safeguarding login credentials and for all activity under its account. Customer must notify Brainfood without undue delay at legal@brainfoodmedia.gr of any suspected unauthorised access.

4.3Brainfood may refuse, suspend, or reclaim usernames or workspace identifiers that infringe third-party rights or violate the AUP.

05Authorized Users

5.1Customer may permit its employees and contractors (“Authorized Users”) to use the Services up to the user limits in the applicable plan or Order Form.

5.2Customer is responsible for Authorized Users’ compliance with these Terms and the AUP. Acts and omissions of Authorized Users are treated as acts and omissions of Customer.

5.3Accounts and seats are personal to the named Authorized User and may not be shared. Customer may reassign a seat to a new Authorized User who replaces a former one.

06Customer Responsibilities

6.1Customer is responsible for: (a) the accuracy, legality, and rights clearance of all Customer Content (defined in Section 10); (b) obtaining and maintaining all consents, licences, and permissions needed for Brainfood to provide the Services (including rights in connected CMS, social media, analytics, and ad-tech accounts); (c) its own compliance with laws applicable to its business, including media, advertising, consumer, and data protection laws; (d) maintaining its own systems, connectivity, and credentials; and (e) editorial and legal review of all content before publication (see Section 12).

6.2Customer must use the Services only as permitted by these Terms, the AUP, and applicable law.

07Access Rights; Limited Licence

7.1Subject to these Terms and payment of applicable fees, Brainfood grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer’s internal business purposes and, where the Services are designed for it, for providing services to Customer’s own clients.

7.2Except as expressly permitted, Customer must not: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or attempt to extract source code, except to the extent such restriction is prohibited by law; (c) resell, rent, lease, or provide the Services to third parties as a standalone offering; (d) access the Services to build a competing product; (e) circumvent usage limits, security measures, or access controls; or (f) use automated means to scrape or extract data from the Services except via documented APIs.

08Subscriptions, Order Forms, and Fees

8.1The Services are provided under subscription plans described in the SaaS Subscription Terms and/or an Order Form. Each Order Form identifies the products, plan, term, fees, and any special terms, and forms part of the agreement once executed or accepted.

8.2Fees and invoicing. Customer shall pay the fees stated in the applicable plan or Order Form. Unless otherwise stated, fees are invoiced in advance, payable within 30 days of invoice date, and are non-cancellable for the committed term.

8.3Taxes. Fees are exclusive of VAT and other applicable taxes, which will be added where required. Customer is responsible for withholding or similar taxes, excluding taxes on Brainfood’s income.

8.4Late payment. Overdue amounts may bear statutory default interest under applicable Greek/EU rules, and Brainfood may suspend the Services for non-payment in accordance with Section 15 and the Subscription Terms.

8.5No set-off. Customer may not withhold or set off fees due, except where required by mandatory law or agreed in writing.

09Trials and Beta Services

9.1Free or paid trials are provided for evaluation, for the stated trial period, and may be limited in features or capacity. Brainfood may terminate trials at any time.

9.2Features identified as beta, preview, early access, or similar (“Beta Services”) are provided “as is”, may change or be withdrawn at any time, are excluded from any service commitments, and are used at Customer’s own risk. Sections 21 (Disclaimers) and 22 (Limitation of Liability) apply fully to trials and Beta Services.

10Customer Content

10.1“Customer Content” means all content, data, and materials submitted to the Services by or for Customer, including text, articles, images, video, audio, feeds, prompts and other inputs to AI features, metadata, and content retrieved from systems Customer connects (CMS, social platforms, analytics, ad-tech).

10.2Customer retains all rights in Customer Content. Customer grants Brainfood a non-exclusive, worldwide licence to host, process, transmit, display, and modify Customer Content solely as necessary to provide and support the Services, comply with law, and as otherwise instructed by Customer.

10.3Customer represents and warrants that it has all rights necessary in Customer Content and that Customer Content and its use within the Services do not infringe third-party rights or violate applicable law or the AUP.

10.4Brainfood does not pre-screen Customer Content but may remove or disable content that it reasonably believes violates the AUP or applicable law.

11AI Features and AI-Generated Outputs

11.1The Services include AI-assisted features governed by the AI Addendum. In summary: Customer owns or holds the licence to AI outputs as between the parties; outputs are generated by statistical models and may be inaccurate, incomplete, or similar to content generated for others; and Brainfood will not use Customer Content to train its own or third-party foundation models without Customer’s explicit agreement.

11.2The AI Addendum prevails over this Section 11 for AI features.

12Editorial Review Responsibility

12.1The Services are tools that assist professional content operations. Customer is solely responsible for reviewing, editing, fact-checking, legally clearing, and approving all content — whether human-created, AI-assisted, or AI-generated — before publication, distribution, or any other use outside the Services.

12.2Brainfood is not the publisher, author, or editor of Customer Content or outputs and assumes no editorial responsibility for them.

13Third-Party Integrations

13.1The Services interoperate with third-party platforms and services, including CMS platforms, social media networks, analytics providers, and advertising/ad-tech systems (“Third-Party Services”).

13.2Customer’s use of Third-Party Services is governed by the third party’s own terms and policies (including platform developer policies of social networks and ad exchanges). Customer is responsible for maintaining the necessary accounts and authorisations and for complying with those terms.

13.3Brainfood is not responsible for Third-Party Services, including their availability, changes to their APIs or policies, suspension of Customer’s third-party accounts, or their handling of data. If a third party restricts or terminates Brainfood’s access to an API or integration, Brainfood may modify or discontinue the affected feature without liability, and will use reasonable efforts to provide notice and alternatives where practicable.

14Publisher Monetisation; No Guarantee of Results

14.1Monetisation features (including Cleon) depend on third-party advertising demand, market conditions, content quality, audience, consent rates, and platform policies, all outside Brainfood’s control.

14.2Brainfood does not guarantee any level of: traffic, audience, revenue, ad fill rate, CPM or other pricing, advertiser demand, SEO ranking, search visibility, engagement, reach, social distribution, acceptance or publication of content by any platform, or monetisation eligibility. Any figures, estimates, or projections shared by Brainfood are illustrative only and not commitments.

14.3Publisher-specific monetisation terms (revenue share, reporting, invalid traffic, clawbacks) are set out in the Publisher Agreement, which prevails for those matters.

15Suspension

15.1Brainfood may suspend the Services, wholly or partly, with notice where practicable, if: (a) Customer is in material breach, including the AUP; (b) fees remain unpaid after 7 days’ written notice; (c) suspension is reasonably necessary to prevent harm to the Services, other customers, third parties, or to comply with law or a platform/demand-partner requirement; or (d) there is a security risk associated with Customer’s account.

15.2Brainfood will limit suspension to what is reasonably necessary and restore the Services promptly once the cause is resolved. Suspension does not relieve Customer of payment obligations for the affected period where suspension results from Customer’s breach.

16Term and Termination

16.1These Terms apply for as long as Customer has an active subscription or account. Subscription terms and renewals are set out in the Subscription Terms and the Order Form.

16.2Either party may terminate for material breach not cured within thirty (30) days of written notice, or immediately if the other party becomes insolvent or subject to bankruptcy or similar proceedings.

16.3On termination or expiry: (a) access rights end; (b) Customer must pay all fees accrued; (c) Brainfood will make Customer Content available for export for 30 days, after which it will be deleted in accordance with the DPA, except for backups deleted in the ordinary cycle and data retained as required by law.

16.4Sections intended to survive (including fees due, confidentiality, IP, disclaimers, liability, indemnities, governing law) survive termination.

17Confidentiality

17.1“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Content, commercial terms, product roadmaps, and security information.

17.2The receiving party will: (a) use Confidential Information only to perform under these Terms; (b) protect it with at least reasonable care; and (c) not disclose it except to employees, contractors, and advisors bound by confidentiality obligations and with a need to know.

17.3Exceptions: information that is or becomes public without breach; was lawfully known before disclosure; is independently developed; or is lawfully received from a third party. Disclosure required by law or competent authority is permitted with prior notice to the disclosing party where lawful.

17.4Confidentiality obligations continue for 3 years after termination, and for Customer Content and personal data, for as long as the information remains confidential.

18Intellectual Property

18.1Brainfood and its licensors retain all rights, title, and interest in the Services, including software, models and model configurations, interfaces, documentation, templates, and all improvements. No rights are granted except as expressly stated.

18.2Customer retains all rights in Customer Content (Section 10) and in AI outputs as set out in the AI Addendum.

18.3Brainfood may use aggregated and/or anonymised usage data that does not identify Customer, its Authorized Users, or any natural person, to operate, secure, benchmark, and improve the Services. This does not include using Customer Content to train foundation models (see AI Addendum).

18.4Brainfood may identify Customer by name and logo as a customer in customer lists and marketing materials, unless Customer opts out in writing at legal@brainfoodmedia.gr.

19Feedback

19.1If Customer provides suggestions or feedback about the Services, Brainfood may use them without restriction or obligation, excluding any Customer Confidential Information.

20Data Protection and Security

20.1Where Brainfood processes personal data on Customer’s behalf in providing the Services, the DPA applies. Customer acts as controller and Brainfood as processor, as further described in the DPA.

20.2Where Brainfood acts as controller (e.g., account, billing, and marketing data), the Brainfood Privacy Policy applies.

20.3Brainfood implements appropriate technical and organisational security measures as described in the DPA’s security schedule, including access controls, encryption in transit, logging, and personnel confidentiality commitments.

20.4Each party will comply with data protection laws applicable to it, including the GDPR and Greek implementing law (Law 4624/2019).

21Disclaimers

21.1Except as expressly stated in these Terms or an Order Form, the Services are provided “as is” and “as available”. Brainfood disclaims all implied warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, and non-infringement.

21.2Brainfood does not warrant that the Services will be uninterrupted, error-free, or secure, that defects will be corrected, or that outputs (including AI outputs, analytics, and optimisation recommendations) will be accurate, complete, original, lawful in Customer’s context, or fit for publication without review.

21.3The no-guarantee provisions of Section 14.2 apply across all Services.

22Limitation of Liability

22.1Exclusions. To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for loss of profits, revenue, goodwill, data, or business opportunity, even if advised of the possibility.

22.2Cap. Each party’s total aggregate liability arising out of or relating to these Terms is limited to the fees paid or payable by Customer to Brainfood in the twelve (12) months preceding the event giving rise to liability.

22.3Carve-outs. The exclusions and cap do not apply to: (a) liability that cannot be limited under applicable law, including for intent (δόλος) or gross negligence (βαριά αμέλεια) where Greek law so requires; (b) death or personal injury caused by negligence; (c) Customer’s payment obligations; (d) either party’s indemnification obligations under Section 23; or (e) Customer’s breach of Sections 7.2 (licence restrictions) or the AUP.

23Indemnities

23.1By Brainfood. Brainfood will defend Customer against third-party claims alleging that the Services as provided by Brainfood infringe an EU intellectual property right, and will pay damages finally awarded or agreed in settlement, provided Customer gives prompt notice, reasonable cooperation, and sole control of defence to Brainfood. This does not apply to claims arising from Customer Content, AI outputs as used by Customer, combinations with non-Brainfood items, modifications not made by Brainfood, or use in breach of these Terms. If the Services are subject to an infringement claim, Brainfood may modify or replace them or, if not commercially reasonable, terminate the affected subscription and refund prepaid unused fees. This Section states Brainfood’s entire liability for IP infringement.

23.2By Customer. Customer will defend Brainfood against third-party claims arising from: (a) Customer Content, including claims of infringement, defamation, or unlawful content; (b) Customer’s publication or use of outputs; (c) Customer’s breach of the AUP or of third-party platform terms; or (d) Customer’s violation of applicable law; and will pay damages finally awarded or agreed in settlement, subject to the same notice, cooperation, and control conditions.

24Changes to the Services and These Terms

24.1Brainfood may update these Terms. For material changes, Brainfood will give at least thirty (30) days’ notice by email or in-product notice. Changes apply from the stated effective date; for paid subscriptions, material adverse changes take effect at the next renewal unless required earlier by law or third-party platform requirements. Continued use after the effective date constitutes acceptance. If Customer objects to a material adverse change, it may terminate the affected subscription effective at the end of the notice period and receive a pro-rata refund of prepaid unused fees.

25Governing Law and Dispute Resolution

25.1These Terms are governed by the laws of Greece, excluding conflict-of-law rules and the CISG.

25.2The courts of Athens, Greece have exclusive jurisdiction, subject to any mandatory law.

26General

26.1Entire agreement. These Terms, with the documents incorporated by reference and any Order Forms, are the entire agreement and supersede prior discussions.

26.2Assignment. Neither party may assign without the other’s consent, except Brainfood may assign to an affiliate or in connection with a merger, reorganisation, or sale of business, with notice.

26.3Subcontracting. Brainfood may use subcontractors and remains responsible for them; data-protection subprocessing is governed by the DPA.

26.4Force majeure. Neither party is liable for failure caused by events beyond reasonable control, including outages of third-party platforms, provided it uses reasonable efforts to mitigate. Payment obligations are not excused.

26.5Notices. Legal notices must be in writing to legal@brainfoodmedia.gr (for Brainfood) and to Customer’s account email, and are deemed received on confirmation of delivery.

26.6Severability; waiver. Invalid provisions are replaced by valid ones closest in effect; failure to enforce is not a waiver.

26.7No partnership. The parties are independent contractors.

26.8Export/sanctions. Customer must comply with applicable export control and sanctions laws.