FortunaAI – Terms and Conditions of Use

1. Authorized Access and Eligibility

Access to FortunaAI is strictly limited to:

• Personnel, contractors, advisors, affiliates, and authorized individuals of Tech Transfer Studio; and
• Other individuals or entities explicitly authorized in writing by Brazos Innovation Partners.

All access is granted entirely at the sole discretion of BIP and may be modified, limited, suspended, or revoked at any time, for any reason or no reason, with or without notice.

No right to continued access is granted or implied.

2. Platform Ownership and Intellectual Property

The Platform, including but not limited to:

• Software, models, algorithms, workflows, prompts, interfaces, and system logic
• Evaluation methodologies, scoring frameworks, taxonomies, and analytical processes
• Outputs, formats, presentation layers, and system behavior

is the exclusive property of Brazos Innovation Partners, LLC.

Nothing in these Terms grants Users any ownership interest, license, or intellectual property rights in the Platform or any of its components, whether by implication, estoppel, or otherwise, unless expressly granted in a separate, written, and fully executed agreement signed by an authorized representative of BIP.

3. Data Ownership and Rights

3.1 Platform Data

All data generated, processed, derived, inferred, analyzed, or otherwise produced through the Platform, including but not limited to:

• University, research, invention, or technology evaluations
• Scores, rankings, classifications, recommendations, and insights
• Interaction data, system logs, metadata, and usage analytics

(collectively, “Platform Data”) is the exclusive property of Brazos Innovation Partners, LLC, regardless of source or contributor, unless otherwise explicitly agreed in writing.

3.2 No Data Rights Granted

Users are granted no rights to:

• Export, download, scrape, copy, or retain Platform Data
• Use Platform Data for external reporting, publication, commercialization, or decision-making
• Share Platform Data with any third party
• Use Platform Data after termination of access

unless explicit prior written approval is obtained from Brazos Innovation Partners.

4. Strict Prohibition on Unauthorized Use

The following actions are strictly prohibited and constitute a material breach of these Terms:

• Accessing the Platform without authorization
• Sharing credentials or enabling access by unauthorized individuals
• Exporting, copying, transmitting, or storing Platform Data
• Using Platform outputs outside explicitly approved purposes
• Reverse engineering, model extraction, prompt harvesting, or system inference
• Using the Platform or its outputs to train, validate, or enhance external models or tools
• Circumventing access controls, monitoring, or safeguards

Unauthorized use may result in immediate termination, legal action, injunctive relief, and pursuit of all available remedies.

5. Confidentiality

All information accessed through FortunaAI is considered confidential and proprietary, whether or not marked as such.

Users agree to:

• Maintain strict confidentiality of all Platform information
• Use Platform information solely for approved purposes
• Prevent unauthorized disclosure, access, or reproduction

These obligations survive termination of access.

6. No Transfer; No Sublicensing

Users may not:

• Assign, transfer, sublicense, or delegate access rights
• Permit third parties to view or interact with the Platform
• Embed Platform outputs into external systems or workflows

All access rights are personal, revocable, non-exclusive, and non-transferable.

7. Audit, Monitoring, and Enforcement Rights

BIP reserves the right to:

• Monitor Platform usage and access patterns
• Audit User activity for compliance
• Investigate suspected misuse or violations

Users consent to such monitoring and acknowledge no expectation of privacy with respect to Platform usage.

8. No Warranty; As-Is Use

The Platform is provided “AS IS” and “AS AVAILABLE.”

BIP disclaims all warranties, express or implied, including but not limited to:

• Accuracy or completeness of evaluations
• Fitness for a particular purpose
• Non-infringement
• Availability, reliability, or uninterrupted operation

Platform outputs are analytical tools only and do not constitute legal, financial, investment, or commercialization advice.

9. Limitation of Liability

To the maximum extent permitted by law:

• BIP shall not be liable for any indirect, incidental, consequential, special, or punitive damages
• Total liability shall not exceed the amount, if any, paid for Platform access during the preceding twelve (12) months

This limitation applies regardless of theory of liability.

10. Indemnification

Users agree to indemnify, defend, and hold harmless Brazos Innovation Partners, LLC, its affiliates, officers, employees, and agents from any claims, damages, losses, or expenses arising from:

• Unauthorized use of the Platform
• Violation of these Terms
• Misuse, disclosure, or attempted extraction of Platform Data

11. Termination

BIP may suspend or terminate access:

• Immediately
• Without notice
• At its sole discretion

Upon termination, all access rights cease, and Users must immediately discontinue use of the Platform and all Platform Data.

12. Amendments and Modifications

BIP reserves the exclusive right to modify, amend, or update these Terms at any time, in its sole discretion.

Such modifications are effective immediately upon posting or implementation, and BIP has no obligation to provide notice of any changes.

Continued use of the Platform constitutes acceptance of the revised Terms. Users are solely responsible for reviewing the Terms periodically.

13. Governing Law and Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.

Any dispute shall be resolved exclusively in state or federal courts located in Texas.

14. Entire Agreement

These Terms constitute the entire agreement regarding use of the Platform, unless superseded by a separate, written, and fully executed agreement signed by an authorized representative of Brazos Innovation Partners, LLC.

No oral statements or informal communications shall modify these Terms.

15. Contact

Questions regarding these Terms must be directed to:

Brazos Innovation Partners, LLC
matthew_brantley@bip.team