BeyondBrain Incorp. Terms and Conditions

1. Definitions

For the purposes of these Terms, the following definitions apply:

• Platform: The FifthKeys software, tools, applications, and associated services provided by BeyondBrain Incorp.
• User: Any individual or entity accessing or using the Platform on behalf of a hotel or organization.
• Guest Data: Any information relating to hotel guests, including but not limited to personal identification, preferences, transaction history, and communication records.
• Hotel Data: Operational data from the User's hotel, including but not limited to occupancy rates, pricing, revenue metrics, and system integration details.
• PMS: The User's Property Management System.
• RMS: The User's Revenue Management System.
• AI Concierge: The AI-driven guest communication service provided via WhatsApp or other approved channels.
• Applicable Laws: All local, national, and international laws, regulations, and standards relevant to the use of the Services, including data privacy laws such as the General Data Protection Regulation (GDPR) and the Asia-Pacific Privacy Initiative (APPI).

2. Services Provided

BeyondBrain Incorp. provides the following Services through the Platform:

• AI-powered revenue management tools, including but not limited to dynamic pricing algorithms, automated upselling, and revenue optimization features.
• Operational tools, such as the AI Concierge, which facilitates guest communication via WhatsApp or other approved channels.
• Advanced data analytics and actionable insights derived from Guest Data and Hotel Data.
• Integration capabilities with the User's PMS, RMS, and other hotel systems to ensure seamless data flow and operational continuity.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice, for reasons including but not limited to maintenance, upgrades, or compliance with Applicable Laws.

3. User Obligations

As a User of the Platform, you agree to the following obligations:

• Accurate Information: You shall provide accurate, complete, and up-to-date information during the onboarding process and throughout your use of the Services.
• Compliance with Laws: You shall use the Platform in full compliance with all Applicable Laws, including data privacy and consumer protection regulations.
• Account Security: You are responsible for maintaining the confidentiality of your account credentials and shall promptly notify us of any unauthorized access or security breaches.
• System Access: You shall grant BeyondBrain Incorp. access to your PMS, RMS, and other relevant systems as necessary for integration and Service delivery.
• Guest Consent: You are solely responsible for obtaining and documenting explicit consent from guests for the collection, processing, and use of their data in connection with the Services, as required by Applicable Laws.
• Prohibited Activities: You shall not use the Platform for any unlawful, unauthorized, or prohibited purposes, including but not limited to:
  • Attempting to gain unauthorized access to the Platform or its related systems.
  • Interfering with the Platform's functionality.
  • Using the Platform to transmit malicious software or harmful content.

4. Data Privacy and Security

BeyondBrain Incorp. is committed to protecting the privacy and security of all data processed through the Platform, in strict adherence to Applicable Laws, including but not limited to the GDPR and APPI.

4.1 Guest Data

• Processing: Guest Data shall only be processed with the explicit consent of the guest, which you are responsible for obtaining.
• Encryption: All Guest Data shall be encrypted during transmission and storage using industry-standard encryption methods.
• Access: Access to Guest Data shall be restricted to authorized personnel and used solely for the purposes of providing and improving the Services.

4.2 Hotel Data

• Use: Hotel Data shall be used exclusively to deliver and enhance the Services. We shall not share Hotel Data with third parties without your prior written consent, except as required by law.
• Retention: Hotel Data shall be retained only for as long as necessary to fulfill the purposes outlined in these Terms or as required by Applicable Laws.
• Data Subject Rights: You are responsible for managing data subject requests (e.g., access, deletion) related to Guest Data and Hotel Data, and we shall assist you in fulfilling such requests as required by law.

4.3 Data Breach

• Notification: In the event of a data breach, we shall notify you within 72 hours of becoming aware of the breach.
• Mitigation: We shall take immediate steps to mitigate the impact of any breach and cooperate with you to address any legal or regulatory requirements.

For further details, please refer to our Privacy Policy.

5. Intellectual Property

5.1 Ownership

BeyondBrain Incorp. retains all rights, title, and interest in and to the Platform, including but not limited to its software, algorithms, designs, trademarks, and any other intellectual property. You are granted a non-exclusive, non-transferable, revocable license to use the Platform solely for your internal business purposes during the term of this agreement.

5.2 Restrictions

You are expressly prohibited from:

• Copying, modifying, distributing, or creating derivative works based on the Platform.
• Reverse-engineering, decompiling, or attempting to access the source code of the Platform.
• Sublicensing, selling, or otherwise transferring your rights to use the Platform to any third party.

5.3 Feedback

Any feedback, suggestions, or recommendations you provide regarding the Platform may be used by BeyondBrain Incorp. to improve the Services. By providing such feedback, you grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate it into the Platform without any obligation to you.

6. Payment Terms

6.1 Pricing Model

The Services are provided under a pay-per-use model, with a fee of $1 per guest interaction with the AI Concierge via WhatsApp or other approved channels.

6.2 Free Trial

A three-month free trial period is offered to new Users. Upon expiration of the trial, billing will commence automatically under the pay-per-use model unless you terminate the agreement in accordance with Section 9.

6.3 Invoicing and Payment

• Invoices shall be issued monthly and are payable within 30 days of receipt.
• Payments shall be made in U.S. dollars (USD) unless otherwise agreed in writing.
• Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

6.4 Taxes

You are responsible for all applicable taxes, duties, or fees associated with your use of the Services, excluding taxes on BeyondBrain Incorp.'s net income.

7. Liability and Indemnification

7.1 Limitation of Liability

To the maximum extent permitted by Applicable Laws, BeyondBrain Incorp. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, profits, data, or business opportunities, arising from or related to your use of the Services, even if advised of the possibility of such damages.

Our total aggregate liability for any claims arising under these Terms shall not exceed the amount paid by you for the Services in the six (6) months preceding the claim.

7.2 Indemnification

You agree to indemnify, defend, and hold harmless BeyondBrain Incorp., its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services.
• Your breach of these Terms.
• Your violation of any third-party rights, including intellectual property or privacy rights.
• Any negligent or willful misconduct by you or your employees.

7.3 Disclaimer of Warranties

The Platform and Services are provided "as is" and "as available," without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation. BeyondBrain Incorp. does not warrant that the Services will meet your requirements or that they will be error-free or secure.

8. Termination

8.1 Termination by You

You may terminate this agreement at any time by providing 30 days' written notice to BeyondBrain Incorp.

8.2 Termination by BeyondBrain Incorp.

We may terminate this agreement immediately, with or without notice, if:

• You breach any provision of these Terms.
• We are required to do so by law.
• We discontinue the Services or any part thereof.

8.3 Effect of Termination

Upon termination:

• You must immediately cease using the Platform.
• Any outstanding payments for Services rendered shall become due and payable.
• Sections 4 (Data Privacy and Security), 5 (Intellectual Property), 7 (Liability and Indemnification), 9 (Dispute Resolution), and 10 (Miscellaneous) shall survive termination.

9. Dispute Resolution

9.1 Governing Law

These Terms and any disputes arising from or relating to them shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict of law principles.

9.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, including the formation, interpretation, breach, or termination thereof, shall be resolved through binding arbitration in Tokyo, Japan. The arbitration shall be conducted in English under the rules of the Japan Commercial Arbitration Association (JCAA). The arbitration award shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

10. Miscellaneous

10.1 Amendments

We reserve the right to modify these Terms at any time. Any changes will be effective upon posting to the Platform or via notice to you. Your continued use of the Services following such changes constitutes your acceptance of the revised Terms.

10.2 Entire Agreement

These Terms, together with any additional agreements or policies referenced herein, constitute the entire agreement between you and BeyondBrain Incorp. regarding the Services and supersede all prior understandings, agreements, or representations.

10.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

10.4 Waiver

No failure or delay by BeyondBrain Incorp. in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. Any waiver must be in writing and signed by an authorized representative of the Company.

10.5 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labor disputes, or governmental actions.

10.6 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to any third party without restriction.

10.7 Notices

All notices under these Terms shall be in writing and delivered via email, certified mail, or a recognized courier service to the addresses provided by each party. Notices shall be deemed received upon confirmation of delivery.

10.8 Contact Information

For any questions or concerns regarding these Terms, please contact us at: