Terms of Service

By accessing or using the Service, you agree to be bound by these Terms, by the Brutus Privacy Policy, and by any order form, master service agreement, or statement of work signed by your organization and Brutus. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization. If your organization has a separate written agreement with Brutus that conflicts with these Terms, that written agreement controls.

Brutus is a multi-tenant SaaS platform that helps organizations measure the AI proficiency of their workforce. The Service includes administrator tools for inviting employees and managing workspaces, scenario-based assessments that collect open-response answers, AI-assisted scoring of those answers against configured rubrics, per-employee scorecards, per-team and org-wide rollups, and optional theme extraction from de-identified responses. We may add, remove, or modify features over time, provided that we will not materially degrade the Service during a paid term.

To use the Service you must be at least eighteen (18) years of age and legally able to enter into binding contracts. If you are signing up on behalf of an organization, you must be authorized to act for that organization and to commit it to these Terms. The Service is intended for workplace use and is not designed for, or directed to, individuals under 18.

Each user accesses the Service through a single user identity that may belong to one or more workspaces. You are responsible for the accuracy of the information associated with your account, for keeping your credentials confidential, and for all activity that occurs under your account. Notify us immediately at support@brutusdiagnosticsolutions.com if you suspect any unauthorized use. Administrator accounts may invite, suspend, or remove other users in their workspace, and are responsible for managing those users in compliance with applicable law.

You agree not to:

• Reverse engineer, decompile, or attempt to derive the source of the Service, the underlying models, the scoring rubrics, or the prompts we use internally.
• Use scores, bands, or any other output of the Service to make employment decisions that violate anti-discrimination law, or otherwise use the Service to discriminate on the basis of any legally protected characteristic.
• Upload, process, or otherwise transmit through the Service any data that you do not have the legal right to process, including without limitation sensitive categories of personal data, regulated health data, or data subject to legal holds that the Service is not designed for.
• Attempt to access another customer’s data, probe the Service for vulnerabilities without authorization, interfere with the Service’s operation, or circumvent its security controls.
• Use the Service in any manner that violates applicable law or the rights of others, or to send spam or unsolicited communications.
• Resell, sublicense, or provide the Service to third parties outside your organization without our prior written consent.

As between you and Brutus, your organization owns the data it submits to or generates through the Service, including employee roster information, assessment answers, scores, and any configuration or rubric content you create (“Customer Data”). You grant us a limited, worldwide, non-exclusive license to host, process, and display Customer Data solely as needed to provide the Service to your organization and to perform our obligations under these Terms. We act as a processor of Customer Data on your behalf.

The Service uses large-language-model technology to score open-response answers against rubrics that your organization configures or adopts. AI-generated scores are suggestions, not verdicts. Administrators can override any score, and you are expected to review and apply human judgment before using results in any consequential decision.

We do not warrant that scores are accurate, complete, free of bias, or fit for any particular purpose. Brutus is a diagnostic tool intended to inform management judgment; it is not a substitute for that judgment, and it is not certified for any regulatory, legal, licensing, hiring, promotion, compensation, or termination determination. If your organization chooses to use scores as an input into such a decision, the organization — not Brutus — is responsible for that decision and for ensuring it complies with applicable law.

Unless otherwise agreed in a written order form, the Service is invoiced separately per a commercial contract between your organization and Brutus. Fees, billing cadence, payment terms, renewal mechanics, and any usage-based or per-seat components are described in that order form. Late payments may accrue interest at the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by law. Except where required by law, fees are non-refundable.

Brutus and its licensors own all right, title, and interest in and to the Service, including the software, user interface, question bank where authored by us, scoring methodology, documentation, and all related intellectual property. No rights are granted to you except as expressly set out in these Terms.

Your organization retains ownership of Customer Data and of any content it authors within the Service, including custom questions, rubrics, and prompts. If you provide feedback or suggestions about the Service, you grant us a perpetual, royalty-free license to use that feedback to improve the Service, without obligation to you.

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will protect Confidential Information with at least the care it uses to protect its own confidential information, and never with less than reasonable care; will use Confidential Information only to perform under these Terms; and will disclose it only to employees, contractors, and advisors who need it and who are bound by confidentiality obligations at least as protective as these. These obligations do not apply to information that is independently developed, lawfully obtained from a third party without confidentiality restriction, or required to be disclosed by law, provided that the receiving party gives prompt notice of any required disclosure where lawful.

Either party may terminate these Terms for any reason with thirty (30) days’ prior written notice to the other. Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days after receiving notice of it, or if the other party becomes insolvent or files for bankruptcy.

On termination, your right to access the Service ends. We will handle Customer Data according to our Privacy Policy and any order form signed by your organization, including the retention and deletion windows described there. Sections of these Terms that by their nature should survive termination — including ownership, confidentiality, disclaimers, limitations of liability, indemnification, and governing law — will survive.

The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Brutus disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Brutus does not warrant that the Service will be uninterrupted, error-free, or secure against every threat, or that AI-generated scores will be accurate, unbiased, or fit for any particular decision.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or loss of goodwill, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages.

Each party’s total cumulative liability arising out of or related to these Terms or the Service will not exceed the total fees paid or payable by your organization to Brutus under the applicable order form during the twelve (12) months immediately preceding the event giving rise to the claim. These limitations apply regardless of the legal theory on which a claim is based.

Brutus will defend your organization against any third-party claim alleging that the Service, when used as permitted under these Terms, infringes that third party’s intellectual property rights, and will pay damages finally awarded against your organization on such a claim, provided that your organization promptly notifies us, gives us sole control of the defense, and cooperates reasonably.

Your organization will defend Brutus against any third-party claim arising out of (a) Customer Data, including any claim that Customer Data infringes a third party’s rights or violates law, or (b) your organization’s use of the Service in violation of these Terms or applicable law, and will pay damages finally awarded against Brutus on such a claim, on the same notice and cooperation conditions described above.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute arising out of or related to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

We may update these Terms from time to time. When we make a material change, we will update the “last updated” date at the top of this page and, for changes that meaningfully affect the rights or obligations of paying customers, notify the administrators of each active workspace by email. Continued use of the Service after a change becomes effective constitutes acceptance of the updated Terms.

These Terms, together with the Privacy Policy and any order form, master service agreement, or statement of work signed by your organization and Brutus, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings on that subject. If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent. A failure to enforce any provision is not a waiver of the right to enforce it later.

For legal notices and questions about these Terms, please email legal@brutusdiagnosticsolutions.com. For general support, billing, or product questions, please email support@brutusdiagnosticsolutions.com.