Terms and Conditions - Metapilot Academy

IMPORTANT LEGAL NOTICE: These Terms and Conditions ("Terms") constitute a legally binding contract between Metapilot SRL (CUI 52491008), with registered office at Municipiului București, Sectorul 1, Bld. Bucureștii Noi 136, Cod poștal 012366, Romania (hereinafter "Metapilot Academy", "we", "us", or "our"), and you ("Member", "Participant", "Student", "User", or "you"), governing your access to, participation in, and use of our educational programs, mentorship services, simulation platforms, website, applications, content, data, intellectual property, and related services (collectively, the "Service").

By registering for any Metapilot Academy program, accessing our platform, engaging in simulations, submitting deliverables, or otherwise using the Service, you expressly acknowledge that you have read, understood, and irrevocably agree to be bound by these Terms, our Privacy Policy, all program-specific guidelines, and any amendments thereto (collectively, the "Agreement"). If you do not agree, you must immediately cease all use of the Service. Your electronic acceptance (via checkbox, clickwrap, payment, or continued use) forms a valid, enforceable contract under Romanian law (Civil Code provisions on adhesion contracts, Law 8/1996 on intellectual property, GDPR, and EU consumer directives).

1. Company Identification and Scope

Metapilot SRL (CUI 52491008, J20/6901/1000/2025), operating as Metapilot Academy, is a Romanian limited liability company specializing in neurotechnology, AI, robotics, and entrepreneurship education. The Service includes but is not limited to: online/offline courses, mentorship cohorts, simulation platforms using proprietary Metapilot datasets, networking events, tech groups, and IP-protected materials.

2. Eligibility and Acceptance

2.1. You must be at least 18 years of age and have full legal capacity to enter this Agreement.
2.2. Participation is void where prohibited by law. By enrolling, you represent and warrant: (i) all provided information is accurate and complete; (ii) you are not subject to sanctions or restrictions; (iii) you will comply with all applicable laws, including Romanian fiscal, data protection, and IP regulations.
2.3. Binding Acceptance: Program enrollment creates an irrevocable commitment until proper termination per Section 14.

3. Service Description and Program Obligations

3.1. Core Services: Access to structured programs (e.g., AI/Neurotech cohorts) including live classes, mentorship, simulations with Metapilot proprietary datasets, peer networking, and deliverables review.
3.2. Mandatory Program Requirements (Non-compliance triggers penalties under Section 14):

• Attend 100% of sessions with video enabled (absenteeism >10% without approval = suspension).

• Submit all deliverables on exact due dates: theses, business plans, financial models, pitch decks, video demos, simulation outputs. Late submissions incur 20% penalty per day.

• Demonstrate professional respect toward colleagues, professors, mentors, board members, and program leads—no harassment, discrimination, or disruption.

• Communicate diligently: 24-hour notice for absences; weekly progress updates.

• Complete minimum engagement thresholds (e.g., 80% simulation participation).
  3.3. Mentors/professors are independent contractors. Their advice does not constitute official certification or guarantees of success.

4. Intellectual Property Assignment and Licensing

CRITICAL IP CLAUSE - FULL ASSIGNMENT REQUIRED
4.1. Metapilot Ownership: All pre-existing materials, datasets, simulation environments, algorithms, course content, mentor insights, and platform IP ("Metapilot IP") remain exclusively owned by Metapilot SRL. You receive only a limited, revocable, non-transferable license for personal educational use during active enrollment. No ownership rights transfer.
4.2. User IP Assignment: By enrolling, participating in simulations, submitting deliverables, or generating outputs ("User Contributions"), you irrevocably assign to Metapilot SRL all worldwide rights, title, and interest (including IP rights, moral rights, database rights) in perpetuity, for free, without royalties. This includes:

• Simulation data, AI models trained on Metapilot datasets, performance metrics, generated content.

• Theses, business plans, pitches, financial models—even if containing your pre-existing ideas.

• Any derivatives, improvements, or inventions arising from program engagement.
  4.3. Waiver of Rights: You waive all moral rights and consents to our use, modification, commercialization, sublicensing, or disclosure of User Contributions worldwide. Metapilot may aggregate anonymized data for research, publications, or third-party licensing.
  4.4. No Reverse Engineering: Prohibited under Romanian Law 8/1996. Violations trigger damages of €50,000+ per breach.
  4.5. Survival: IP assignments survive termination indefinitely.

5. Subscription Billing and Freeze Policy

5.1. Recurring Subscriptions: All programs are billed monthly/quarterly via your Payment Method. Authorize automatic charges until written termination (confirmed by us).
5.2. No Automatic Pause: Failure to meet requirements + no timely freeze request = continued billing.
5.3. Freeze Requests: Must be written, pre-billing cycle, justified, and approved by management. Unapproved absences do not pause billing.
5.4. Debt Recovery: Metapilot reserves all legal rights to pursue unpaid amounts via creditors, collection agencies, courts, or asset seizure under Romanian Civil Procedure Code. Late fees: 1.5% monthly + legal costs.
5.5. No Refunds: Non-refundable except proven error (max 14-day cooling-off under EU law, if applicable).

6. Confidentiality and Non-Solicitation

6.1. Absolute Confidentiality: All program info (intros, datasets, strategies, contacts) is proprietary. NDA-equivalent obligation survives 10 years post-termination.
6.2. Non-Solicitation: Lifetime ban on soliciting board members, mentors, professors, investors, or peers for business/employment outside Metapilot channels. We make all introductions. Applies to tech groups, alumni networks, events. Breach = €25,000 liquidated damages + injunction.
6.3. Data Protection: GDPR-compliant. Breaches reportable to ANSPDCP.

7. User Conduct and Prohibited Activities

7.1. Full list mirrors original Neurobotx terms, plus: No AI scraping of simulations; no external sharing of Metapilot IP. Violations = immediate termination + damages.

8. Data Protection and Simulations

8.1. Simulations use proprietary Metapilot datasets (neurotech/AI). All inputs/outputs assigned to us per Section 4.
8.2. We process personal data per Privacy Policy. You consent to data sharing with mentors, EU grants (e.g., EIC), partners.

9-13. [Standard Clauses Adapted]

Privacy, Changes, Pricing, Interactions, Termination, Security, Proprietary Rights, Disclaimers, Liability (capped at 3 months' fees), Indemnity—from original, customized for education (no medical disclaimers).

14. Termination and Penalties

14.1. Our Rights: Immediate termination for non-compliance, without refund or notice.
14.2. Your Obligations Post-Termination: IP assignment, confidentiality, non-solicitation survive forever. Outstanding payments accelerate.

15. Governing Law and Dispute Resolution

Romanian Law Exclusive. Bucharest Courts (Sector 1) jurisdiction. No class actions. Claims time-barred after 6 months. Mandatory mediation first (per Law 192/2006).