Terms of Service

1. Draft status and how this document works

This page is a plain-language, comprehensive DRAFT of the terms intended to govern use of Gainer's services. It has not been reviewed or finalized by a lawyer and is not a substitute for the individually signed service agreement between Gainer ("we", "us", "Gainer") and a client ("you", "the client"). Where this page and a signed agreement or order form differ, the signed agreement controls.

[COUNSEL: confirm this precedence clause and add an integration/entire-agreement clause once a standard order-form template exists.]

2. Who we are

Gainer is operated by [COUNSEL/ENTITY NAME: legal entity name, registration number/CNPJ, and registered address]. References to "Gainer" in this document mean that entity and its personnel.

3. Eligibility and accounts

The services are intended for businesses (B2B) engaging Gainer to support their own commercial activity, not for consumers. By using the admin console, dashboard, or any client-facing area, you confirm you are authorized to act on behalf of the business you represent and are at least the age of majority in your jurisdiction.

You are responsible for the confidentiality of any login credentials and passcodes issued to you (including per-tenant dashboard/report access), for all activity under your account, and for notifying us promptly of any suspected unauthorized access.

4. Description of services

Gainer provides an AI-assisted customer engagement and lead-analytics platform for services businesses, which may include, depending on the engagement: an embeddable lead-capture snippet and AI chat widget for the client's own website; a knowledge-base-grounded AI responder for inbound leads and chat; SEO/GEO content generation; a client dashboard and analytics; a monthly impact report; follow-up messaging automation (email/WhatsApp); and related consulting.

The specific scope, deliverables, fees and term for a given client are set out in that client's signed service agreement and/or order form. Features described on this website or in marketing materials are illustrative of the platform's general capability and may not all apply to every engagement or plan tier.

We may add, change, or discontinue features of the platform over time. We will make reasonable efforts not to materially degrade a paid, actively used feature without notice.

5. The embeddable script and your responsibilities as the site owner

Core parts of the service (lead capture, the AI chat widget, analytics) work by you installing a small JavaScript snippet (track.js / chat.js) on your own website, in a manner similar to installing an analytics tag. You are responsible for: having the right to install code on that site; configuring and operating the site the snippet runs on; the accuracy of the content, offers, and knowledge-base facts the AI is grounded in; and obtaining any consents required from your own site visitors under applicable law before their data is captured (the snippet is built to gate on an explicit consent signal, but you control the surrounding page and the disclosures shown to visitors).

You are responsible for keeping your own account credentials, dashboard/report passcodes, and any API keys or webhook secrets you configure confidential, and for the accuracy of business information you provide us (including for the AI knowledge base, baseline figures, and billing configuration).

You may self-host the snippet or point it at your own endpoint; where you do not, it is served from Gainer's infrastructure and Gainer processes the resulting data as described in the Privacy page.

6. Acceptable use

You agree not to use the services to: violate applicable law (including data-protection, anti-spam, and consumer-protection law); collect personal data from your site visitors without a valid legal basis and appropriate disclosure; transmit unlawful, defamatory, or infringing content through the chat widget or knowledge base; attempt to probe, scan, or breach the security of the platform or other tenants' data; interfere with or disrupt the integrity or performance of the services; or use the AI responder to impersonate a person or entity in a misleading way.

We may suspend access to protect the platform, other clients, or end users if we reasonably believe this section has been breached, giving notice where practicable.

7. Fees and billing

Engagements are billed on some combination of: a one-time setup/implementation fee; a recurring retainer/subscription fee for platform access and ongoing work; and, where agreed, a performance fee (see Section 8). The applicable combination, amounts, currency, invoicing cadence, and payment method (which may include PayPal) are set out in the signed agreement or order form, not on this page.

Fees are exclusive of applicable taxes unless stated otherwise. Late payment may result in suspension of access after notice, as detailed in the signed agreement. [COUNSEL: add late-fee/interest terms, refund policy, and currency/FX handling for cross-border (BRL/USD) billing.]

8. Performance fee and how results are measured

Where an engagement includes a performance fee, that fee is charged only on incremental revenue that a randomized controlled test measures — a treatment group of leads that receives the AI-driven experience versus a control (holdout) group that does not — at 95% statistical confidence, and is billed on the conservative lower bound of that measured lift, not the point estimate. When the test has not yet reached statistical significance, no performance fee is due for that period.

This measurement depends on the assumptions of a valid controlled test: random assignment being preserved, an adequate sample size, comparable treatment/control arms, and deals/outcomes being recorded accurately and promptly by the client (e.g. marking leads won/lost, or via the connected CRM/Stripe/WhatsApp integrations). The client agrees to record outcomes in good faith and not to manipulate the experiment split.

The exact methodology, the systems of record for the underlying numbers, how disputes over a measured figure are resolved, and any audit rights either party has over the measurement are matters for the signed agreement. [COUNSEL: this is the single highest-value clause to get right — define the statistical test, the data sources treated as authoritative, an audit/dispute mechanism, and what happens if the client stops recording outcomes.]

9. Estimates, projections, and no guarantee of results

Any revenue, ROI, conversion-lift, payback-period, or "recoverable revenue" figure shown on this website, in an on-site calculator, in a gap audit, in a proposal, or in onboarding materials is an illustrative estimate based on the inputs provided and published market averages or benchmarks (cited where used). It is not a promise, quote, warranty, or guarantee of any specific result for any particular business.

Actual results vary by business, market, offer, existing traffic/lead volume, and execution, and may be materially higher or lower than any illustrative figure. Past results shown for other clients (case studies, testimonials, benchmark statistics) are not a guarantee of similar results for you.

10. AI-generated content

Parts of the service use large language models (see Section 12) to generate chat replies, lead-follow-up messages, and SEO/GEO article drafts. AI output is generated based on the knowledge base and inputs the client supplies and is not a substitute for professional review. The client is responsible for reviewing AI-generated content it publishes externally (e.g. SEO articles) for accuracy before publication, and Gainer is not liable for AI output the client publishes without such review.

The chat widget is designed to avoid answering outside the client's supplied knowledge base and to fall back to lead capture rather than fabricate an answer when the knowledge base is empty or the question is out of scope; the client remains responsible for keeping that knowledge base accurate and current.

11. Client data, content, and intellectual property

As between the parties, the client owns the data it submits (knowledge-base content, business facts, brand assets) and the leads/customer data captured through its own site. Gainer is granted a limited license to host, process, and use that data solely to provide and improve the services for that client, subject to the Privacy page and any data-processing addendum.

As between the parties, Gainer (and its licensors) owns the Gainer platform itself — the software, models, prompts, templates, designs, and all improvements to them — including any generic, de-identified learnings used to improve the service generally. Nothing in an engagement transfers ownership of the underlying platform to the client.

Deliverables specifically created for a client and identified as work product for hire in a signed agreement or order form (e.g. a bespoke SEO article published on the client's own site) belong to the client as stated in that agreement.

12. Third-party services

Delivering the service relies on third-party infrastructure and providers, which may include: Vercel (hosting), Upstash (data storage), Resend (transactional email), Google Gemini and/or Anthropic (the underlying language model for AI replies and content), Google (Places and Search Console data), Meta (WhatsApp Cloud API messaging), and PayPal (billing). These providers' own terms and uptime apply to the respective piece of infrastructure, and Gainer is not liable for an outage or change caused solely by a third-party provider outside its reasonable control, though we will act in good faith to mitigate impact and, where feasible, offer a substitute provider.

13. Confidentiality

Each party agrees to protect the other's non-public business, technical, and pricing information disclosed in connection with the engagement with at least the same care it uses for its own confidential information, and not to disclose it to third parties except as needed to provide the services (including to the sub-processors listed in the Privacy page) or as required by law. [COUNSEL: expand into a full mutual confidentiality clause with standard carve-outs (public domain, independently developed, compelled disclosure).]

14. Warranties and disclaimer

Gainer will provide the services with reasonable skill and care. Except as expressly stated in a signed agreement, the services are provided "as is" and "as available", and Gainer disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law. Gainer does not warrant that the AI responder's output will always be accurate, that the platform will be uninterrupted or error-free, or that any illustrative figure will be achieved.

15. Limitation of liability

To the maximum extent permitted by applicable law: neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, or data, arising out of or related to the services or this agreement, even if advised of the possibility of such damages; and each party's total aggregate liability arising out of or related to the services will not exceed [COUNSEL: set the cap — e.g. fees paid by the client in the 3/6/12 months preceding the claim].

[COUNSEL: confirm carve-outs from the cap that are standard/required in the relevant jurisdiction(s) — e.g. confidentiality breach, IP infringement, gross negligence/willful misconduct, a party's indemnification obligations, and data-protection violations — and confirm the cap and carve-outs are enforceable under Brazilian and/or the other applicable law given the consumer-vs-B2B distinction.]

16. Indemnification

The client agrees to indemnify and hold Gainer harmless from third-party claims arising from: the client's content or knowledge-base facts supplied to the AI; the client's breach of Section 6 (Acceptable Use) or Section 5 (site-owner responsibilities); or the client's failure to obtain a required consent from its own site visitors. Gainer agrees to indemnify the client from third-party claims that the core, unmodified platform infringes a third party's intellectual property rights. [COUNSEL: add standard indemnification procedure (notice, control of defense, cooperation) and confirm mutual scope/caps.]

17. Term, suspension, and termination

An engagement runs for the term stated in the signed agreement or order form, and (per the terms shown on the About page) is intended to run without a long lock-in contract, terminable by either party on one month's written notice, unless the signed agreement states a different notice period or minimum term.

Gainer may suspend access immediately, with notice where practicable, for non-payment after a cure period, a reasonably suspected breach of Section 6 (Acceptable Use), or a legal/security requirement. On termination, outstanding fees for services already rendered (including any performance fee earned but not yet invoiced up to the termination date) remain payable, and the client's captured lead data remains exportable for a reasonable period as described in the Privacy page's retention terms.

"Every system we build, you own" (per the About page) means client-specific deliverables identified as such in Section 11 remain usable by the client after termination; it does not transfer ownership of the underlying Gainer platform.

18. Changes to these terms

We may update this draft template from time to time to reflect the product accurately; material changes to a live, signed agreement require both parties' agreement per that agreement's own amendment clause. The "last updated" reference for this page is the date of the most recent commit to this file in the product's source history.

19. Governing law and dispute resolution

[COUNSEL: set the governing law and venue/forum for disputes — this is a required decision between Brazilian law (where the majority of pilot clients are expected) and another jurisdiction, and should be coordinated with the Privacy page's data-transfer terms and the entity's actual place of incorporation.] Until set, no governing law or venue should be treated as agreed.

20. General

If any provision of a signed agreement is found unenforceable, the remainder continues in effect. Neither party may assign the agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets. No agency, partnership, or joint venture is created between the parties. [COUNSEL: add notice mechanics, force majeure, and any export-control/sanctions representation appropriate for cross-border billing.]

21. Contact

Questions about these draft terms can be sent via the contact page. [COUNSEL/ENTITY: add a dedicated legal/contracts contact address once the entity is finalized.]