Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and brainis ("Company", "we", "our", or "us") governing your access to and use of the brainis platform, including all related services, features, content, and applications (collectively, the "Service"). By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Service.

1. Acceptance of Terms

By creating an account, accessing, or using any part of the Service, you represent and warrant that you are at least 18 years of age, have the legal capacity to enter into these Terms, and, if acting on behalf of an organization, have the authority to bind that organization to these Terms. Your continued use of the Service following any changes to these Terms constitutes acceptance of those changes.

2. Service Description & Disclaimer

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, completeness, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We make no guarantees regarding the accuracy, timeliness, or completeness of any data, content, or outputs generated through the Service. The Company does not guarantee any specific business results, hiring outcomes, candidate quality, revenue improvements, or other benefits from using the Service.

3. Account Registration & Security

You must provide accurate, current, and complete information during registration and maintain the accuracy of such information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access or use of your account. The Company shall not be liable for any loss or damage arising from your failure to secure your account.

4. User Data & Data Processing Responsibilities

You are the sole data controller for all personal data, candidate information, employee data, and any other data you upload, input, or process through the Service ("User Data"). The Company acts solely as a data processor on your behalf.

You bear full and exclusive responsibility for:

• Obtaining all necessary consents, authorizations, and legal bases for collecting and processing personal data through the Service
• Ensuring your use of the Service complies with all applicable data protection, privacy, and employment laws, including but not limited to GDPR, CCPA, and local labor regulations
• The accuracy, legality, and appropriateness of all User Data
• Providing required notices to data subjects regarding the processing of their personal data
• Responding to data subject access requests and exercising data subject rights

The Company assumes no liability for your failure to comply with applicable data protection or employment laws. You agree to indemnify and hold the Company harmless from any claims arising from your data processing activities.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You may not:

• Use the Service to discriminate against any person on any legally protected basis
• Upload, transmit, or store any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Attempt to gain unauthorized access to any part of the Service, other accounts, or connected systems
• Use automated scripts, bots, or other means to scrape, extract, or harvest data from the Service
• Resell, sublicense, lease, or redistribute access to the Service without prior written consent
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Interfere with or disrupt the integrity or performance of the Service
• Violate any applicable law, regulation, or third-party right

Because the Service can act, not only advise, the following additional limits apply to agent capabilities. You may not:

• Grant an agent authority that you do not yourself hold, or use an authority contract to place actions outside your own legal rights or outside your agreements with third parties
• Configure agent capabilities to send communications, execute transactions, publish content, or make commitments that you would not be permitted to send, execute, publish, or make yourself
• Use agent capabilities to make, or to materially determine, an employment, credit, housing, insurance, or other legally regulated decision about an individual without meaningful human review of that decision
• Disable, circumvent, or misrepresent the authority, budget, verification, or audit controls that govern agent actions, or present agent-generated work as independently verified when it was not
• Direct agents at systems, accounts, or data you are not authorized to access, or use agent capabilities to generate bulk unsolicited communications

6. AI Features, Agent Actions & Authority Contracts

The Service may include features powered by artificial intelligence and machine learning ("AI Features"), including software agents that can take actions in the Service and in systems you connect to it ("Agent Actions"). AI Features are provided as assistive tools only and are not a substitute for professional judgment, legal advice, or human decision-making. The Company makes no representations or warranties regarding the accuracy, reliability, completeness, or suitability of AI-generated outputs.

You acknowledge and agree that:

• AI outputs may contain errors, inaccuracies, or biases
• You are solely responsible for reviewing, validating, and making decisions based on AI outputs
• The Company is not liable for any decisions, actions, or outcomes resulting from reliance on AI-generated content
• AI Features may be modified, suspended, or discontinued at any time without notice

What an authority contract is

An authority contract is the scoped permission you configure before an agent may act. It names the actor, the actions permitted, any budget, the risk and reversibility limits, the time window, and the expiry. Steps that fall outside an authority contract do not execute: they compile into a decision that a person holding the necessary permission must approve. Creating, widening, narrowing, and revoking authority contracts is yours to do as the account holder, and each change is recorded in the audit trail. An authority contract is a configuration of the Service, not a delegation of legal capacity by the Company, and it cannot grant an agent permission that you do not hold yourself.

Agent Actions are your actions

Work performed by an agent under an authority contract granted by you or by a user in your organization is performed on your behalf and at your direction, and is treated under these Terms as though you had performed it yourself. You are responsible for the authority you grant, for the actions taken within it, and for their consequences.

Your own contracts govern what an agent may do. Where an Agent Action touches a third party — a customer, a candidate, a vendor, a payment provider, a platform, a regulator, or any other counterparty — the agreements, policies, terms of service, and laws that bind you continue to bind that action in full, without modification. Nothing in these Terms grants you, or any agent acting for you, any right in relation to a third party that you do not already have. It is your responsibility to grant only authority that those agreements, policies, and laws permit, and to keep granted authority within them as they change.

The Company is not a party to your agreements with third parties and does not act as your legal agent, representative, or fiduciary. No Company personnel execute customer work on your behalf. To the fullest extent permitted by applicable law, the Company's liability arising from Agent Actions is subject to Section 11, and your indemnity in Section 12 extends to claims brought by third parties in respect of Agent Actions taken under authority you granted.

7. Subscription, Billing & Payments

Paid subscriptions are billed in advance on a monthly or annual basis as selected at the time of purchase. Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. The Company reserves the right to change pricing at any time with 30 days' prior notice; continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.

AI credits

Your subscription is access: seats, products, limits, and a monthly allowance of AI credits — the variable capacity your strategy runs, agent work, verification, and predictions consume. When you need more, top-ups add credits to the workspace without changing your plan. Every credit-consuming action shows its cost before it runs.

• Included monthly credits reset each billing cycle. They do not roll over into the next cycle, and they are neither refundable nor transferable.
• Purchased top-up credits roll for 12 months from the date of purchase and are consumed only after the included monthly allowance for that cycle. Top-up credits belong to the workspace and persist across plan changes, downgrades, and the end of a trial.
• Reaching a zero credit balance pauses agent execution at a checkpoint. It does not lock your data and does not stop reading, decision approvals, or non-AI workflows; paused work resumes from its checkpoint when credits are restored by a top-up or by the next monthly reset.
• AI credits are a unit of capacity within the Service. They have no cash value, are not a stored-value or payment instrument, cannot be exchanged for cash except where these Terms or applicable law require a refund, and cannot be transferred between workspaces.

Refunds

These Terms adopt the Refund Policy published at /legal/refund-policy in full. It is restated here so that these Terms and that policy say the same thing:

• 30-day money-back guarantee. If you are not satisfied within the first 30 days of your first subscription charge, you may request a full refund of that charge — no questions asked. Charges for seats or add-ons made within the same 30 days are eligible on the same terms.
• Top-up packs are refundable until more than 20% of the pack has been consumed; past that point they are non-refundable. This limit is shown at the point of purchase.
• Incident-class credits refund automatically. Where an incident on the Company's side affects one of your missions, the credits that mission consumed are refunded without you having to ask. The Company does not charge for its own failures.
• Except as set out above, and except where applicable law requires otherwise, subscription charges after the first and AI credits already consumed are non-refundable.

Cancelling a subscription does not by itself issue a refund; refunds are requested from your billing settings, and the Company responds within three business days. Where these Terms and the Refund Policy differ on a point of refund entitlement, the Refund Policy governs.

Trials

The Free plan is available without a payment card and carries no time limit. In addition, one 14-day trial of the Growth plan may be offered per organization, once, in upgrade-consideration contexts only. No payment card is taken for that trial and no charge arises from it. When it ends, the organization reverts to the Free plan in a single transaction: your data remains intact, purchased top-up credits persist, and paused work resumes when credits do.

Failed payments

If a payment fails, the Company retries on days 3, 5, and 7 after the failed charge, with notice each time. From day 7 the account enters grace: reading and decision approvals continue, and agent execution pauses, with running missions checkpointed rather than terminated mid-step. From day 21 the organization is downgraded to Free-plan capacity with data intact, subject to the retention terms in Section 13 and the Privacy Policy. Successful payment restores capacity and resumes paused missions from their checkpoints.

8. Intellectual Property

The Service, including all software, algorithms, designs, interfaces, text, graphics, logos, and other content, is the exclusive property of the Company and is protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Service solely for its intended purpose during your active subscription.

You retain ownership of your User Data. By uploading User Data to the Service, you grant the Company a worldwide, royalty-free, non-exclusive license to process, store, and transmit your User Data solely in order to provide, secure, and support the Service for you.

That license does not extend to training shared AI models on your data. Your workspace's state and outcomes improve your own company's recommendations by default. Contribution to shared model improvement is explicit, consented, and de-identified, and the exact policy is published in the Trust Center rather than left to these Terms. Consent is given by your organization, is recorded, and may be withdrawn; withdrawal takes effect for processing that has not yet occurred. The same stance is stated in the Privacy Policy and at /security, and the three are intended to be read as one commitment.

9. Service Modifications & Availability

The Company reserves the right to modify, update, suspend, or discontinue any part of the Service at any time, with or without notice, and without liability to you. We are under no obligation to maintain, support, or offer any specific features, functionalities, or integrations. We strive for high availability but do not guarantee uninterrupted access.

10. Third-Party Services & Integrations

The Service may integrate with or link to third-party services, applications, or websites. The Company has no control over, and assumes no responsibility for, the content, privacy policies, practices, availability, or performance of any third-party services. Your use of third-party services is at your sole risk and subject to the terms and conditions of those third parties.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, exemplary, or punitive damages
• Any loss of profits, revenue, data, goodwill, business opportunities, or anticipated savings
• Any damages arising from interruption of service, loss of use, or loss of data
• Any damages resulting from unauthorized access to or alteration of your transmissions or data
• Any damages arising from the conduct of any third party on or related to the Service

IN ANY EVENT, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limitations apply regardless of the theory of liability (whether contract, tort, negligence, strict liability, or otherwise) and even if the Company has been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

• Your use or misuse of the Service
• Your User Data or any data you process through the Service
• Your violation of these Terms
• Your violation of any applicable law, regulation, or third-party right
• Any claim by a third party (including candidates, employees, or data subjects) related to your use of the Service
• Your failure to comply with applicable data protection or employment laws

13. Termination

Either party may terminate these Terms at any time. The Company may terminate or suspend your access to the Service immediately, without prior notice, if you breach these Terms, engage in fraudulent activity, or if required by law. The Company may also terminate your account for any reason with 30 days' written notice.

Upon termination: (a) your right to access the Service ceases immediately; (b) we will provide a 30-day window to export your User Data, after which we may delete it in accordance with the Data Processing Agreement; (c) refunds are governed by Section 7 and the Refund Policy, and beyond what those provide no further refund is issued for unused portions of prepaid subscriptions or for unconsumed AI credits where termination is for cause; (d) provisions that by their nature should survive termination (including Sections 6, 11, 12, 14, and 15) shall survive.

14. Dispute Resolution & Arbitration

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by a recognized arbitration institution, rather than in court. You and the Company each waive the right to a jury trial and the right to participate in a class action, collective action, or representative proceeding.

Any claim must be brought within one (1) year after the cause of action arises, or the claim is permanently barred. The arbitration shall be conducted in the jurisdiction where the Company maintains its principal office, and the language of arbitration shall be English. The arbitrator's decision shall be final and binding.

15. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the Company's reasonable control, including but not limited to natural disasters, pandemics, government actions, war, terrorism, civil unrest, power failures, internet disruptions, cyberattacks, or failures of third-party service providers.

16. General Provisions

Governing Law: These Terms are governed by and construed in accordance with the laws of the jurisdiction in which the Company operates, without regard to conflict of law principles.

Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Entire Agreement: These Terms constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements, understandings, and communications.

Waiver: The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment: The Company may assign or transfer these Terms, in whole or in part, without restriction. You may not assign your rights or obligations under these Terms without our prior written consent.

17. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes through the Service or by email. Your continued use of the Service after such changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

18. Contact

For questions about these Terms, contact us through our platform.