Rubi SaaS Agreement
1. SaaS Services and Support
1.1 Subject to the terms of this Agreement, Company will provide Customer with access to the Services described in the Order Form.
1.2 Company will provide reasonable technical support in accordance with its standard practices (email support Mon–Fri, 9am–6pm ET, one business-day response).
2. Restrictions and Responsibilities
2.1 Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying structure of the Services.
2.2 Customer shall not resell or share the Services with third parties, including portfolio companies, without Company’s prior written consent.
2.3 Customer shall use the Services in compliance with all applicable laws and regulations.
3. Confidentiality; Data Use; Proprietary Rights
3.1 Each party agrees to protect the other’s Confidential Information with reasonable care and to use such Confidential Information solely for purposes of this Agreement.
AI Use and Evaluation Safeguards
3.2 Notwithstanding anything to the contrary in this Agreement, Company agrees that any Customer Data or Confidential Information disclosed by Customer in connection with the evaluation, pilot, or use of the Services:
(a) will not be disclosed to any third party other than Company’s employees or contractors who have a need to know such information to provide the Services and who are bound by confidentiality obligations at least as protective as those set forth herein;
(b) will not be used to train, fine-tune, or develop generalized or third-party artificial intelligence or machine learning models, and will only be processed as necessary to provide the Services to Customer; and
(c) will not be retained, reused, repurposed, or incorporated into any external dataset, benchmark, or derivative product beyond the provision of the Services, and will be returned or destroyed in accordance with this Agreement upon termination or expiration.
3.3 Customer retains ownership of all Customer Data. Company retains ownership of the Services and all related intellectual property.
3.4 Company may use aggregated and de-identified data, which does not identify Customer or any individual, to improve and operate the Services.
4. Payment of Fees
4.1 Fees are due annually in advance as stated in the Order Form.
4.2 Unpaid amounts are subject to a 1.5% monthly finance charge or the maximum rate permitted by law, plus reasonable collection costs.
5. Term and Termination
5.1 The initial service term is one (1) year. This Agreement will automatically renew for successive one-year terms unless either party provides written notice at least thirty (30) days prior to the end of the then-current term.
5.2 Either party may terminate this Agreement for a material breach not cured within thirty (30) days after written notice. Upon termination, Customer shall pay all fees owed through the effective date of termination.
6. Warranty and Disclaimer
Company will provide the Services using commercially reasonable efforts consistent with industry standards. HOWEVER, THE SERVICES AND ANY OUTPUT ARE PROVIDED “AS IS.”
COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Customer acknowledges that the Services provide decision-support tools only and that Customer is solely responsible for independently reviewing and validating any output, analyses, or results generated through use of the Services.
7. Limitation of Liability
EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR GROSS NEGLIGENCE, COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Miscellaneous
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements relating to its subject matter. This Agreement shall be governed by the laws of the State of New York, without regard to conflict of law principles. Either party may assign this Agreement with written notice in connection with a merger, sale of assets, or similar transaction.