Rubi SaaS Agreement
Last updated — September 2026
This Rubi SaaS Agreement (the “Agreement”) governs access to and use of the services provided by Rubi Intelligence, Inc. (“Company” or “Rubi”) by the customer identified in an applicable Order Form (“Customer”).
An “Order Form” means any ordering document, solution schedule, or similar agreement executed by the parties that references this Agreement. “Services” means the Rubi software, platform, integrations, agents, and related services described in an applicable Order Form. “Customer Data” means data, content, documents, or information submitted to or processed through the Services by or on behalf of Customer.
If an Order Form conflicts with this Agreement, the applicable Order Form will control solely with respect to the Services covered by that Order Form.
1. SaaS Services and Support
1.1 Services. Subject to the terms of this Agreement, Company will provide Customer with access to the Services described in the applicable Order Form.
1.2 Support. Company will provide reasonable technical support in accordance with its standard practices, including email support Monday through Friday, 9:00 a.m. to 6:00 p.m. ET, with a target response time of one business day.
2. Restrictions and Responsibilities
2.1 Restrictions. Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, models, or underlying structure of the Services, except to the extent such restrictions are prohibited by applicable law.
2.2 Third-Party Use. Customer shall not resell, sublicense, or provide the Services to third parties, including portfolio companies, without Company’s prior written consent.
2.3 Compliance. Customer shall use the Services in compliance with all applicable laws and regulations.
2.4 Authorized Users. Customer is responsible for use of the Services by its authorized users and for maintaining the confidentiality and security of account credentials.
3. Confidentiality; Data Use; Proprietary Rights
3.1 Confidentiality. Each party agrees to protect the other party’s non-public or proprietary information (“Confidential Information”) using reasonable care and to use such Confidential Information solely as necessary to perform or receive the Services under this Agreement.
Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the receiving party without restriction before disclosure; (c) is received lawfully from a third party without confidentiality obligations; or (d) is independently developed without use of the disclosing party’s Confidential Information.
A party may disclose Confidential Information where required by law, regulation, or legal process, provided that, where legally permitted, it gives the other party reasonable notice of the required disclosure.
AI Use and Data Safeguards
3.2 Customer Data and Confidential Information. Notwithstanding anything to the contrary in this Agreement, Company agrees that 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 except Company’s employees, contractors, service providers, and subprocessors that require access in connection with providing the Services and that are subject to appropriate confidentiality and data-protection obligations;
(b) will not be used by Company or its third-party artificial intelligence or machine learning providers 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;
(c) will not be retained, reused, repurposed, or incorporated into any external dataset, benchmark, or derivative product beyond the provision of the Services. Following termination or expiration, Customer Data will be returned or deleted in accordance with Company’s standard data-retention practices, subject to reasonable backup and archival retention and any retention required by applicable law. Any Customer Data retained in backups or archives will remain subject to the confidentiality and use restrictions of this Agreement;
(d) where processed by third-party artificial intelligence or machine learning model providers, will be subject to contractual data-protection and zero-data-retention commitments maintained by Company with such providers. Such providers are contractually prohibited from using Customer Data to train or improve their generalized models; and
(e) will be handled in accordance with Company’s information security program. Company maintains a SOC 2 Type II report covering its applicable systems and controls and maintains administrative, technical, and organizational safeguards designed to protect Customer Data.
3.3 Ownership. Customer retains all right, title, and interest in Customer Data. Company retains all right, title, and interest in the Services and all software, technology, models, workflows, agents, integrations, methodologies, know-how, and intellectual property created, developed, or improved by Company in connection with the Services.
Nothing in this Agreement transfers ownership of Customer Data to Company or ownership of Company technology or intellectual property to Customer.
4. Payment of Fees
4.1 Fees. Customer will pay the fees described in the applicable Order Form. Fees are due monthly or annually in advance, as specified in the Order Form.
4.2 Late Payments. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with reasonable costs of collection.
4.3 Taxes. Fees are exclusive of applicable sales, use, excise, withholding, or similar taxes. Customer is responsible for applicable taxes associated with its purchase of the Services, other than taxes based on Company’s net income.
5. Term, Termination, and Suspension
5.1 Term and Renewal. Unless otherwise stated in the applicable Order Form, this Agreement and the applicable Order Form will automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
5.2 Termination for Breach. Either party may terminate this Agreement or an applicable Order Form for a material breach that remains uncured thirty (30) days after written notice describing the breach.
5.3 Suspension. Company may suspend Customer’s access to the Services upon reasonable notice if: (a) undisputed fees are materially overdue; (b) Customer’s use of the Services creates a material security risk to Company, the Services, or another customer; (c) Customer’s use of the Services violates applicable law; or (d) Customer materially violates this Agreement.
Where reasonably practicable, Company will work with Customer to resolve the underlying issue before suspending the Services.
5.4 Effect of Termination. Upon termination or expiration, Customer’s right to access the applicable Services will end and Customer will pay all amounts properly owed through the effective date of termination, subject to any different termination or opt-out provisions contained in the applicable Order Form.
Sections that by their nature should survive termination, including confidentiality, proprietary rights, payment obligations, disclaimers, and limitations of liability, will survive.
6. Warranty and Disclaimer
6.1 Performance. Company will provide the Services using commercially reasonable efforts consistent with generally applicable industry standards.
6.2 Decision Support. Customer acknowledges that the Services, including AI-generated analyses and outputs, are decision-support tools only. Customer is responsible for independently reviewing and validating outputs, analyses, recommendations, and results before relying on them for investment, business, legal, financial, or other decisions.
6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND ANY OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. Limitation of Liability
7.1 General Liability Cap. Except for Customer’s payment obligations, a party’s gross negligence or willful misconduct, or liability that cannot be limited under applicable law, each party’s total aggregate liability arising out of or relating to this Agreement and all applicable Order Forms will not exceed the fees paid or payable by Customer to Company during the twelve (12) months immediately preceding the event giving rise to the claim.
7.2 Confidentiality and Data Liability. Notwithstanding Section 7.1, each party’s total aggregate liability arising from a breach of its confidentiality obligations under this Agreement, and Company’s total aggregate liability arising from a breach of its obligations regarding Customer Data under Section 3, will not exceed two (2) times the fees paid or payable by Customer to Company during the twelve (12) months immediately preceding the event giving rise to the claim.
7.3 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Product Improvement and Feedback
8.1 Aggregated and De-Identified Data. Company may use aggregated and de-identified data that does not identify Customer, any individual, or any Customer Confidential Information to operate, improve, develop, and enhance the Services. Company’s rights to such aggregated and de-identified data survive termination of this Agreement.
8.2 Feedback. Customer may provide suggestions, ideas, or other feedback regarding the Services. Company may use such feedback without restriction or obligation, provided that Company does not disclose Customer Confidential Information in doing so.
9. Miscellaneous
9.1 Entire Agreement. This Agreement together with each applicable Order Form and any other agreements or exhibits expressly incorporated by reference constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals, representations, and communications relating to its subject matter.
9.2 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement upon written notice in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets to which this Agreement relates.
9.3 Force Majeure. Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, acts of government, internet or telecommunications failures, labor disputes, or failures of third-party infrastructure providers, except that this provision does not excuse Customer’s obligation to pay amounts already due.
9.4 Governing Law. This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-law principles.
9.5 Electronic Execution. Order Forms and other agreements entered into under this Agreement may be executed electronically and in counterparts, each of which will be deemed an original and together will constitute one instrument.