Terms & Conditions

Effective: February 15, 2026

These Terms of Service (“Terms”) are a binding agreement between you (“you” or “User”) and Second-Brain Technology Limited (“Company,” “we,” “us,” “our”), a company incorporated in the Hong Kong Special Administrative Region, governing your access to and use of PromptYi and related services (collectively, the “Service”).

1. IMPORTANT: Eligibility; Excluded Residents; Excluded Territories; Sanctions

1.1 Not Offered to Excluded Residents

The Service is not offered to and may not be used by any person or entity that is a resident, habitual resident, ordinarily resident, or established in:

the European Union / European Economic Area (EU/EEA); or
the People’s Republic of China, Mainland China (excluding Hong Kong SAR, Macau SAR, and Taiwan)
(each, an “Excluded Resident”).

1.2 Not Available From Excluded Territories

You may not access or use the Service from within the EU/EEA or Mainland China (each, an “Excluded Territory”), including by using VPNs, proxies, or other means to conceal your location.

1.3 Your Representations

By accessing, registering for, purchasing Credits, or using the Service, you represent and warrant that:
(a) you are not an Excluded Resident;
(b) you are not accessing the Service from an Excluded Territory;
(c) your use of the Service complies with laws applicable to you; and
(d) Sanctions / Export Controls. you are not (and are not acting on behalf of) any person or entity that is the target of economic or trade sanctions administered or enforced by the United States, the United Nations, the European Union, the United Kingdom, or any other applicable sanctions authority (“Sanctioned Person”), and you are not located in, ordinarily resident in, or established in any jurisdiction where your use of the Service would be prohibited by applicable sanctions or export controls.

1.4 Enforcement; Termination; No Refund

We may use reasonable methods (e.g., IP-based geolocation and payment/billing country signals) to enforce these restrictions. If we determine (in our reasonable discretion) that you are an Excluded Resident, are accessing from an Excluded Territory, or are a Sanctioned Person (or otherwise trigger sanctions/export-control compliance concerns), we may immediately suspend or terminate your account and forfeit any remaining Credits without refund, except where required by non-waivable applicable law.

2. Acceptance of Terms

By accessing, registering for, purchasing Credits, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

3. Accounts; Age

You must be 18 or older to use the Service. You are responsible for all activity under your account and for keeping your login credentials secure.

4. The Service; Changes; Availability; Third-Party Services; Experimental Features; No Storage Guarantee

We may modify, replace, limit, suspend, or discontinue the Service (or any part of it) at any time. We do not guarantee any particular features, availability, performance, or results.

4.1 Third-Party Services

The Service may rely on or interoperate with third-party services, platforms, models, APIs, or infrastructure. We do not control and are not responsible for third-party services, including their availability, performance, security, or changes. Third-party failures or changes may impact the Service.

4.2 Experimental / Beta Features

We may offer features labeled or described as beta, experimental, preview, or similar (“Experimental Features”). Experimental Features may be unstable, may not function as intended, and may be modified, suspended, or removed at any time. Use of Experimental Features is at your sole risk and does not create any warranties or liability for the Company, to the maximum extent permitted by law.

4.3 No Data Storage Guarantee; Backups

The Service may allow you to save and manage prompts, notes, and related materials (e.g., prompt library and notepad features) and export files. We do not guarantee that any User Content, prompts, notes, or Output will be stored, retained, or retrievable. You are responsible for maintaining your own backups and exports. To the maximum extent permitted by law, we are not responsible for any loss, corruption, or deletion of data or content.

5. Free Trial / Promotional Access (If Offered)

We may offer free trial or promotional access (including Promotional Credits as described in Section 6) at our discretion. Any free trial or promotional access is provided AS IS, may be modified or revoked at any time, and does not create any warranties or ongoing obligations.

6. Credits; No Cash Value; Expiration; Changes; Limits

6.1 Credits Defined

“Credits” are digital units that enable access to paid features of the Service. Credits:

have no cash value;
are non-transferable and may not be gifted, sold, assigned, sublicensed, or shared;
are not property, currency, stored value, or securities.

6.2 Expiration

Purchased Credits expire twelve (12) months from the purchase date, except where prohibited by applicable law. Expired Credits are forfeited.

6.3 Changes to Credit Consumption / Features

We may change the Service, features, availability, and how Credits are consumed (including the Credits required for any feature) at any time.

6.4 Promotional Credits

We may provide free or promotional Credits (“Promotional Credits”) for trial or promotional purposes. Promotional Credits have no cash value, are non-transferable, may be subject to separate limits and rules, and may be modified, revoked, or forfeited at any time, to the maximum extent permitted by law.

6.5 Purchased Credits vs. Promotional Credits

Promotional Credits are separate from Credits you purchase (“Purchased Credits”) and may be tracked separately.

6.6 Forfeiture of Promotional Credits upon Purchase

If you purchase any Credits (including your first purchase), any unused Promotional Credits in your account will be automatically forfeited and will have no value.

6.7 Credit Balance Limits (Purchased Credits Cap)

To protect users and the Service, we impose limits on the maximum amount of unused Purchased Credits that may be held in an account at any time (the “Credit Balance Cap”). The current Credit Balance Cap for Purchased Credits is 265 Credits. We may change the Credit Balance Cap from time to time. We may refuse transactions that would cause your account to exceed the applicable cap. These limits do not create any refund rights.

7. Payments; ALL SALES FINAL; NO REFUNDS; Payment Processing; Taxes; Chargebacks

ALL PURCHASES ARE FINAL. FEES AND CREDIT PURCHASES ARE NON-REFUNDABLE AND NON-CREDITABLE.

This no-refund policy applies, without limitation, to unused Credits, dissatisfaction with Output, Service changes, outages, suspension, termination, or enforcement actions under Section 1.

Exceptions (only): we will provide a refund only to the extent required by non-waivable applicable law, or to correct a verified duplicate charge or a verified unauthorized transaction.

If we provide any goodwill remedy (e.g., replacement Credits or extension), it is at our sole discretion and does not create any obligation to do so in the future.

7.1 Payment Processing (Third-Party Processors)

Payments are processed by third-party payment processors. We are not responsible for errors, declines, reversals, or delays caused by payment processors or your bank/card issuer. You agree to comply with the applicable payment processor’s terms. This section does not limit our obligations, if any, to correct a verified duplicate charge or verified unauthorized transaction as described above, or any non-waivable rights under applicable law.

7.2 Taxes

Prices do not include any applicable taxes, duties, or levies unless stated otherwise. You are responsible for all applicable taxes related to your purchase and use of the Service.

7.3 Chargebacks; Disputed Payments

If you initiate a chargeback or payment dispute, we may suspend or terminate your account and access to the Service. We may also block further purchases from you and seek to recover any fees, costs, and losses incurred in connection with the chargeback or dispute, to the maximum extent permitted by law. Any Credits granted or used in connection with a charged-back transaction may be voided.

8. Acceptable Use; Rate Limits; Abuse Prevention; Content Enforcement

You will not misuse the Service. You will not:

violate law or third-party rights;
attempt to reverse engineer, decompile, or extract source code/model weights;
circumvent security or geographic restrictions (including VPN/proxy use);
use bots/scrapers without our permission;
use Output for safety-critical decisions without independent professional verification.

8.1 Rate Limits; Abuse Prevention

To protect the Service, other users, and our systems, we may impose or modify technical limits at any time, including rate limits, concurrency limits, throughput limits, quotas, and anti-abuse controls. We may throttle, restrict, suspend, or terminate access if we reasonably believe that your usage is abnormal, automated, abusive, or threatens the security, integrity, or availability of the Service (including attempts to circumvent such limits).

Credits are a right to access paid features, not a guarantee of any specific processing speed, capacity, throughput, or uninterrupted availability. Any throttling, restriction, suspension, or termination under this section will not entitle you to a refund, except as required by non-waivable applicable law.

8.2 Content Enforcement; No Monitoring Obligation

We may remove or restrict access to any content and may suspend or terminate accounts if we reasonably believe there is a violation of these Terms, law, or third-party rights. We are not obligated to monitor the Service or review any content.

9. AI Output; No Reliance; Your Responsibility

The Service uses AI and may generate outputs (“Output”) that are inaccurate, incomplete, misleading, or offensive.

You are solely responsible for reviewing and verifying Output before use. Output is not professional advice (including legal/medical/financial advice). You assume all risks arising from your use of the Service and any Output.

10. Intellectual Property; User Content; Output Ownership; Feedback

We own the Service and its underlying technology.

10.1 User Content

You retain rights in content you submit (“User Content”). You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, reproduce, modify (for formatting/technical purposes), and display User Content solely to provide, maintain, secure, and improve the Service and to enforce these Terms.

10.2 Output Ownership; Responsibility

As between you and the Company, you own all right, title, and interest (if any) in and to the Output generated for you through the Service. To the extent the Company may have any such rights in Output, the Company hereby assigns to you all such rights, title, and interest, to the extent transferable.

You are solely responsible for the Output and your use of it, including ensuring it does not violate any law or any third-party rights.

10.3 License to Operate the Service (Output)

You grant the Company a worldwide, non-exclusive, royalty-free license to host, store, process, and display Output solely to provide, maintain, secure, and improve the Service and to enforce these Terms.

10.4 Similarity of Output

Due to the nature of AI, Output may not be unique and similar outputs may be generated for others.

10.5 Feedback

If you provide feedback, suggestions, or ideas regarding the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without compensation.

11. DISCLAIMER OF WARRANTIES

THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES (EXPRESS, IMPLIED, OR STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant uninterrupted or error-free operation, or the accuracy of Output.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by law, the Company and its affiliates, officers, directors, employees, agents, contractors, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, goodwill, or data.

Our total aggregate liability for any claim will not exceed the lesser of (a) the amount you paid in the three (3) months preceding the event giving rise to the claim, or (b) USD $50.

Nothing in these Terms excludes liability that cannot be excluded under applicable law (including Hong Kong’s Unfair Contract Terms Ordinance).

13. Indemnity

You will indemnify, defend, and hold harmless the Company and its affiliates, and each of their officers, directors, employees, agents, and licensors from and against claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Service, your User Content, your use of Output, or your violation of these Terms or law.

14. Dispute Resolution; HKIAC Arbitration; Small Claims Exception; Individual Proceedings Only

14.1 Informal Resolution

Before initiating arbitration or court proceedings, you agree to email info@dbl-brain.com with a description of the dispute and requested relief, and the parties will attempt in good faith to resolve the dispute for 30 days.

14.2 HKIAC Arbitration (Seat: Hong Kong; Remote by Default)

Except as provided in Section 14.4 (Small Claims), any dispute arising out of or relating to these Terms or the Service shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

Seat (legal place): Hong Kong SAR
Arbitrator: 1
Language: English
Remote procedure: The arbitration will be conducted remotely (video/phone) or on a documents-only basis unless the arbitrator determines that an in-person hearing is necessary to ensure fairness.
The parties agree that, where appropriate, the arbitration should proceed on a documents-only basis to promote efficiency and reduce costs.

14.3 Fees (U.S. Consumer Fee Cap; Active Batches Only)

If you are an individual consumer located in the United States and your claim is USD $10,000 or less, then you will be responsible for paying no more than USD $250 of arbitration filing and administrative fees (or such lower amount as required by HKIAC rules). The Company will pay the remainder of HKIAC administrative fees and the arbitrator’s fees for cases that are proceeding in an active Batch (as defined in Section 14.7), unless the arbitrator determines your claim is frivolous or brought for an improper purpose (in which case fees may be reallocated as permitted by law and the HKIAC Rules).

14.4 Small Claims Court (Individual Actions Only)

Either party may bring an individual action in small claims court if the claim qualifies, and only so long as it remains an individual action.

14.5 No Class / Representative Actions

To the fullest extent permitted by law, disputes must be brought only on an individual basis. You waive any right to participate in class, collective, consolidated, representative, or private-attorney-general actions.

14.6 Limitation Period

To the extent permitted by law, any claim must be brought within one (1) year after it arises.

14.7 Mass Arbitration; Batch Filings; Bellwether Process (Administrative Efficiency)

Mass Arbitration Definition. If twenty-five (25) or more arbitration demands are submitted that (i) arise out of or relate to the Service or these Terms, (ii) involve the same or substantially similar facts, allegations, and requested relief, and (iii) are filed by or with the assistance of the same law firm(s) or organization(s), or are otherwise coordinated (“Mass Arbitration”), then the parties agree to the additional procedures below to promote efficient resolution.

Consistency with HKIAC Rules. The parties agree to work in good faith with HKIAC and the arbitrator(s) to implement these procedures consistent with the HKIAC Administered Arbitration Rules. These procedures are intended for administrative efficiency only and do not authorize class arbitration.

(a) Informal Resolution Still Required. Each claimant must comply with Section 14.1 before initiating arbitration. HKIAC may be requested to administratively close or stay demands that do not include proof of compliance.

(b) Batching; Stay of Remaining Demands. Mass Arbitration demands will be administered in batches of up to five (5) cases per batch (each a “Batch”). To the maximum extent permitted by law and consistent with HKIAC administration, all demands not included in the first Batch will be stayed (paused) and will not proceed until earlier Batches are resolved or otherwise concluded.

(c) Bellwether Cases. From the first Batch, the parties will select (or if they cannot agree, HKIAC will randomly select) two (2) cases to proceed first as “Bellwether Cases.” After final awards issue in the Bellwether Cases (or earlier, if the parties agree), the parties will participate in a good-faith settlement process (which may include mediation) regarding the remaining stayed cases.

(d) Subsequent Batches; Concurrency. If the remaining cases are not resolved after the Bellwether process, additional Batches will proceed one Batch at a time, unless the parties agree otherwise in writing.

(e) Fees During Mass Arbitration. The Company’s obligation to pay HKIAC administrative fees and arbitrator fees under Section 14.3 (if applicable) applies only to cases in an active Batch. Stayed demands will not require payment of HKIAC or arbitrator fees by the Company until they are placed into an active Batch, to the maximum extent permitted by HKIAC procedures and applicable law.

(f) No Class or Representative Arbitration. Claims will be brought only in an individual capacity. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

Severability of Batch Procedures. Section 14.7 is intended for administrative efficiency only and is not essential to the parties’ agreement to arbitrate. If any portion of this Section 14.7 is found to be unenforceable or invalid, such portion shall be severed and the arbitration shall proceed as individual arbitrations under Section 14.2. In no event shall any such invalidity result in the authorization of class, collective, consolidated, representative, or private-attorney-general arbitration.

15. Termination (Including Commercial Viability)

We may suspend or terminate your access at any time for violation of these Terms, risk to the Service, suspected abuse/fraud, or Section 1 violations.

We may also suspend or terminate your access if, in our reasonable discretion, continuing to provide the Service to you would impose disproportionate or unreasonable operational or technical burdens or costs, or would materially impair the Service for other users.

Upon termination, remaining Credits are forfeited and no refund will be provided except as required by non-waivable applicable law. You acknowledge that upon suspension or termination you may lose access to saved prompts, notes, and Outputs, and you are responsible for exporting your content for backup.

16. Changes to These Terms

We may update these Terms by posting an updated version. The updated Terms will be effective as of the “Last Updated” date. Your continued use after the effective date constitutes acceptance.

17. Miscellaneous

17.1 Entire Agreement

These Terms constitute the entire agreement between you and the Company regarding the Service and supersede any prior or contemporaneous communications, understandings, or agreements.

17.2 Notices

We may provide notices by email, in-product notice, or by posting updates on the Service. Notices are effective when sent or posted.

17.3 Severability

If any provision is unenforceable, the remaining provisions remain in effect.

17.4 No Waiver

Our failure to enforce any provision is not a waiver.

17.5 Assignment

You may not assign these Terms without our consent. We may assign these Terms.

17.6 Electronic Communications

You consent to receive communications electronically (e.g., email, in-product notices).

17.7 Force Majeure

To the maximum extent permitted by law, the Company will not be liable for any delay, failure, interruption, or unavailability of the Service resulting from causes beyond the Company’s reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, power or telecommunications outages, cyberattacks (including DDoS), failures of hosting or infrastructure providers, and failures or unavailability of third-party services, platforms, or APIs used to provide the Service. Performance of the Company’s obligations will be suspended for the duration of such event. Nothing in this section limits any liability that cannot be excluded under non-waivable applicable law.

17.8 Survival

Sections relating to no refunds, credits restrictions, acceptable use, disclaimers, limitation of liability, indemnity, dispute resolution, and any other provisions that by their nature should survive, will survive termination of these Terms.

17.9 Language

These Terms are written in English. To the extent any translation is made available, the English version will control in the event of any conflict.

17.10 Headings

Headings are for convenience only and do not affect interpretation.

18. Governing Law

These Terms are governed by the laws of Hong Kong SAR (excluding conflict of law rules).

19. Contact

Second-Brain Technology Limited
Email: info@dbl-brain.com
Address: Workstation 4 Fintech 2 Units 401-404 L4 Core C, 100 Cyberport Road, Hong Kong