SaaS Terms and Conditions

These SaaS Terms and Conditions (“Terms”) constitute a legally binding agreement between Restoration Services Group LLC, a Delaware limited liability company (“Company”, “we”, “us”, “our”) and the individual or entity (“Customer”, “you” or “your”) governing your access to and use of the Company’s hosted software-as-a-service platform, documentation and related services (as further defined below, the “Services”). The parties agree as follows:

By creating an account and checking the box confirming your agreement or by clicking “I Agree”, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case “you” and “your” refer to that entity. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services. The Services are offered solely for business and commercial purposes and not for personal, family or household use.

These Terms incorporate by reference all terms in other uniform resource locators (URLs) herein, as such terms are modified by us from time to time.

Our Privacy Policy, which can be found at https://rubyrestore.ai/privacy as updated by us from time to time (the “Privacy Policy”), provides details on what information we collect, how we use and share the information we collect, and how we protect your privacy. You acknowledge you have reviewed the Privacy Policy and consent to the processing of your personal information as described in it. If there is a conflict between the main body of these Terms and the Privacy Policy with respect to use and disclosure of your personal information, the terms of the Privacy Policy controls.

These Terms include a disclaimer of warranties, a disclaimer of liability and binding arbitration and class action waiver terms in Sections 8.3, 10, and 12.10. Please review those sections (and all of the other terms) carefully.

WE MAY CHANGE THESE TERMS, THE PRIVACY POLICY OR OTHER TERMS IN URLS AT ANY TIME. By continuing to access or use THE SERVICES you agree to be bound by the most recent version of such TERMS. If we materially change any such TERMS, we will let you know by placing a notice within the tool or through other reasonable methods.

The following terms shall have the meanings set forth below when used in these Terms:

(a) “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

(b) “Aggregated Data” means data derived from Customer Data that has been anonymized or deidentified such that it cannot reasonably identify Customer.

(c) “Authorized User” means an individual under Customer's control either as an employee or through a written agreement that are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms.

(d) “AI Features” means the artificial intelligence (“AI”) functionality made available through the Service, including conversational chat interfaces utilizing one or more Third Party LLMs or other machine learning technologies, natural language processing, generative AI capabilities, retrieval and analysis tools, automated workflows and playbooks that can be executed on demand, on a scheduled basis or in response to defined events or triggers. “AI Outputs” means any content, data, responses, recommendations, analysis, workflows, generated artifacts, or other materials generated by or through use of the AI Features in response to Customer Inputs or Customer Data.

(e) “Company IP” means the Platform, Services, Documentation, Aggregated Data, Usage Data and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Company in connection with the Services or otherwise comprise or relate to the Services. For the avoidance of doubt, Company IP does not include Customer Data.

(f) “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the disclosing party considers confidential or proprietary, including information consisting of or relating to the disclosing party's technology, trade secrets , know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the disclosing party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential".

(g) “Customer Data” means all information, materials, data and other content submitted, uploaded, transmitted or stored, or otherwise provided by Customer or its Authorized Users through the Services, including Customer Inputs and including through Third Party Applications. Customer Data includes Customer Personal Data.

(h) “Customer Inputs” means prompts, instructions, queries, requests and other information submitted by Customer or its Authorized Users to the AI Features.

(i) “Customer Systems” means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

(j) “Credits” means the units consumed when Customer uses designated functionality within the Services.

(k) “Documentation” means any manuals, instructions, or other documents or materials that the Company provides or makes available to Customer in any form or medium and which describe the functionality, specifications, components, features, or requirements of the Services.

(l) “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (i) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (A) computer, software, firmware, hardware, system, or network; or (B) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (ii) prevent Customer or any Authorized User from accessing or using the Services or Platform as intended by these Terms.

(m) “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

(n) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

(o) “Monthly Credits” means the number of Credits allocated to Customer at the beginning of each monthly billing period under the applicable Subscription Plan.

(p) “Platform” means the Company’s technology platform that provides certain services to restoration contractors, including the AI Features, all software, databases, electronic systems (including database management systems), and networks, whether operated directly by Company or through the use of third-party services.

(q) “Personal Data” means information included in Customer Data that identifies or can be used to identify, contact or locate the person to whom that information pertains or is otherwise defined as “personal information,” “personally identifiable information,” or similar terms under Privacy Laws.

(r) “Services” means the provision of, access to, and use of the Platform, including the AI Features, user interface, software, databases, APIs, Documentation, features, functionality, models, workflows, configurations, updates and related technology made available by Company.

(s) “Subscription Plan” means the monthly subscription tier selected by Customer that specifies the applicable features, functionality, usage limits, Credits, fees (if any) and other applicable terms for Customer’s access to and use of the Services. Subscription Plans may include free and paid subscription tiers.

(t) “Subscription Term” means the period during which Customer is authorized to access and use the Services pursuant to a Subscription Plan, unless earlier terminated in accordance with this Agreement.

(u) “Third Party Applications” means the software, platforms, or services owned, operated or provided by third parties that Customer elects to connect to the Services.

(v) “Third Party LLMs” means any large language model(s) licensed by Company from a third party used in connection with the Services.

(w) “Third Party Materials” means any materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Company, including any Third Party LLMs.

(x) “Trial Period” means the period beginning on the date the Customer first uses the Services under a Trial Subscription Plan and continues (a) for fourteen (14) days or (b) until all Credits issued under the Trial Subscription Plan have been utilized, whichever occurs first.

(y) “Trial Subscription Plan” means a temporary, no-fee subscription to the Services.

(z) “Usage Data” means data and information related to Customer's and any Authorized User’s use of the Services that is used or generated by Company or the Platform, including in an aggregate and anonymized manner, and used to compile statistical and performance information related to the provision and operation of the Services, or that incorporates or is derived from the processing of such information, data, or content by or through the Services.

2.1. License and Access. Subject to the terms and conditions of these Terms, and for paid Subscription Plans, payment of all applicable fees, Company hereby grants Customer during the applicable Subscription Term or Trial Period, as applicable, a non-exclusive, non-transferable (except as permitted in Section 12.5), non-sublicensable, revocable right, solely in compliance with these Terms, the Documentation and applicable Laws to: (a) access and use the Services by Customer and its Authorized Users as permitted by the functionality of the Service, and (b) use and copy the Documentation, in connection with your use of the Services and subject to copying all legal, copyright, trademark and other proprietary notices contained in or on the Documentation, each in accordance with the applicable Subscription Plan or Trial Subscription Plan. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Service or any part thereof, including any right to obtain possession of software used to provide the Service.

2.2. Trial. Company may, in its sole discretion, offer Customer a Trial Subscription Plan for a Trial Period. During the Trial Period, Customer may access the Services solely for evaluation purposes and in accordance with these Terms. Company may suspend or terminate the Trial Subscription Plan at any time and for any reason, with or without notice. Company may impose usage limits, feature restrictions, credit limitations, or other conditions during the Trial Period. Unless otherwise expressly stated by the Company, any Credits included in a Trial Subscription Plan expire upon the earlier of (a) the end of the Trial Period or (b) termination of the Trial Subscription Plan, and have no cash value. At the end of the Trial Period, Customer will lose access to certain functionality of the Services, including the AI Features, unless Customer enrolls in a paid Subscription Plan. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TRIAL SUBSCRIPTION IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPANY SHALL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF THE TRIAL SUBSCRIPTION TO THE MAXIMUM EXTENT PERMITTED BY LAW.

2.3. Third Party Materials. The Services (including the AI Features) may include Third Party Materials. Customer acknowledges and agrees that Third Party Materials may be subject to separate terms, which shall apply solely to the applicable Third Party Materials. Company may provide such terms from time to time in the Documentation, through the Services, or upon Customer’s request, but Company shall have no obligation to identify, list or separately provide all applicable third-party terms. Company does not control, warrant or support any Third Party Materials. Company may add, remove or replace Third Party Materials from time to time in its discretion, provided that doing so does not materially diminish the overall functionality of the Services.

2.4. Integrations. The Services may permit Customer to connect to certain Third Party Applications. Customer authorizes Company to access and exchange Customer Data with Third Party Applications as directed by Customer. Customer shall be responsible for maintaining all licenses to such Third Party Applications, paying any subscription fees, complying with applicable terms and conditions, and granting the necessary permissions for Company to integrate the Services with the Third Party Applications. Company shall not be liable for any Third Party Application downtime, failures, changes, discontinuations, Harmful Code, or security incidents. Company may suspend or discontinue an integration if the applicable Third Party Application modifies, limits or discontinues its API or otherwise prevents interoperability. Company acknowledges that any Customer Data exchanged through Third Party Applications may be transmitted to and processed by those third-party providers in accordance with their own privacy policies and terms.

2.5. Third Party App Stores. Customer acknowledges that the Platform may be made available as a mobile application through third party application stores, including the Apple App Store and Google Play (the “App Stores”). Customer’s use of such mobile application may be subject to the applicable terms and conditions of the applicable App Store. Company is solely responsible for the mobile application and the Services provided through the mobile application, and the App Stores are not responsible for the Services or the content made available through the mobile application except as required under applicable law.

2.6. Changes. Company reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful including without limitation to: (a) maintain or enhance: (i) the quality or delivery of the Services to its customers; (ii) the competitive strength of or market for Services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law.

2.7. Subcontractors. Company may from time to time in its discretion engage third parties to perform services that support the Services. Company will be responsible for the acts and omissions of its subcontractors as if performed by Company hereunder.

2.8. Use Restrictions. Customer shall not, and shall not permit any third party to: (a) access or use the Services except as expressly permitted by these Terms and, in the case of Third Party Materials, the applicable license terms; (b) copy (except as expressly permitted), modify, or create derivative works or improvements of the Services or other Company IP to which you get access; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, post, share, transfer, or otherwise make available any Services or other Company IP to which you get access to any third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or other Company IP to which you get access, in whole or in part; (e) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid Access Credentials; (f) input, upload, transmit, or otherwise provide to or through the Services or Platform, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; (g) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Platform, or Company provision of Services to any third party, in whole or in part; (h) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof; (i) access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates any applicable Law; (j) access or use the Services for purposes of competitive analysis of the Services; or (k) otherwise access or use the Services beyond the scope of the authorization granted under Section 2.1.

3.1. Access Credentials; Authorized Users. To access certain features of the Services, Authorized Users may be required to register for an account and create login credentials. Customer is responsible for ensuring that the information provided during registration is accurate and kept current. Customer is responsible for all activities conducted through their Authorized User accounts and for ensuring that Authorized Users maintain the confidentiality of their Access Credentials. Customer will promptly notify Company of any actual or suspected unauthorized access to or use of an Authorized User account. Customer acknowledges and agrees that it will ensure that all Authorized Users use the Services consistent with these Terms. You will be responsible for any breach of these Terms by the Authorized Users.

3.2. Acceptable Use Policy. Customer will use the Services only in accordance with these Terms and the Acceptable Use Policy available at https://rubyrestore.ai/acceptable-use (the “AUP”), which is incorporated by reference into these Terms. Company may update the AUP from time to time, provided that such updates will not materially expand Customer’s obligations during the term.

3.3. Acquisition and Support of Hardware and Third Party Software. Customer shall be solely responsible for the acquisition, installation and maintenance of all hardware, third party software and telecommunications lines and related services necessary to access and use the Services.

3.4. Suspension of Services. Company may suspend the Services if Company determines that Customer or its Authorized Users are in breach of Section 2 or 3 or if continued access may result in material harm to Company, Customer, Authorized Users or any other third party. Company shall use reasonable efforts to notify Customer in advance of any such suspension and will limit the suspension in duration and scope to the extent Company determines is reasonably appropriate. Any such suspension shall be without liability to Customer or any third party.

4.1. Scope and Definitions. To the extent Company Processes Personal Data on behalf of Customer in connection with the Services (“Customer Personal Data”), this Section 4 applies to such Processing. For purposes of this Section 4:

(a) “Data Incident” means any unauthorized destruction, loss, alteration, disclosure, acquisition or use of, or access to, Customer Personal Data transmitted, stored or otherwise Processed by Company;

(b) “Data Protection Laws” means all applicable federal, state, local, and foreign laws, rules, and regulations relating to Data Incidents or the Company’s Processing of Customer Personal Data;

(c) “Data Subject” means any natural person to whom, or household to which, Customer Personal Data relates; and

(d) “Process,” “Processed” and “Processing” mean any operation or set of operations performed on data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, use, disclosure, transmission, dissemination, making available, alignment, combination, restriction, erasure or destruction.

4.2. Compliance; Processing Instructions. Company will comply with applicable Data Protection Laws in its Processing of Customer Personal Data. Customer authorizes Company to Process Customer Personal Data: (a) as necessary to provide, maintain and support the Services in accordance with these Terms and Customer’s use and configuration of the Services; and (b) as otherwise agreed by the parties in writing. Company will not Process Customer Personal Data for any other purpose, except as required by applicable Law, in which case Company will notify Customer of such legal requirement before Processing unless prohibited by Law. Customer may take reasonable and appropriate steps to help ensure that Company Processes Customer Personal Data in a manner consistent with Customer’s obligations under applicable Data Protection Laws and, following notice to Company, to stop and remediate any unauthorized Processing of Customer Personal Data. Company will reasonably cooperate with such steps and will promptly notify Customer if Company determines that it can no longer satisfy its obligations under this Section 4.

4.3. Sale, Sharing and Combination. Notwithstanding anything to the contrary in these Terms, Company will not sell Customer Personal Data, as “sale” or “sell” is defined under applicable Data Protection Laws, or share Customer Personal Data for cross-context behavioral advertising, targeted advertising or other marketing purposes except as expressly directed or authorized by Customer. Company will not combine Customer Personal Data received from or Processed on behalf of Customer with Personal Data received from or on behalf of another person, or collected from Company’s own interaction with a Data Subject, except to the extent permitted by applicable Data Protection Laws or necessary to provide the Services as authorized by Customer.

4.4. Authorized Personnel. Company will ensure that personnel authorized by Company to Process Customer Personal Data are subject to appropriate obligations of confidentiality and security with respect to such Customer Personal Data.

4.5. Subprocessors. Customer generally authorizes Company to engage third parties to Process Customer Personal Data on Company’s behalf in connection with the Services (“Subprocessors”). Company may add, replace or remove Subprocessors, including providers of artificial intelligence models and services, from time to time in its discretion. Company maintains a list of its principal Subprocessors at https://rubyrestore.ai/subprocessors and may update it from time to time. Company will perform reasonable diligence regarding its Subprocessors and will require each Subprocessor, by written agreement or through the Subprocessor’s applicable terms of service, to protect Customer Personal Data in a manner consistent with Company’s applicable obligations under this Section 4. Company remains responsible for its Subprocessors’ Processing of Customer Personal Data to the same extent Company would be responsible if Company performed such Processing directly.

4.6. Security. Taking into account the state of the art, the costs of implementation, the nature and scope of the Services, and the nature and sensitivity of Customer Personal Data Processed, Company will implement and maintain appropriate technical, organizational and physical safeguards designed to protect Customer Personal Data against unauthorized access, use, modification, disclosure or other unauthorized Processing. Upon reasonable written request, Company will provide Customer with information reasonably sufficient to demonstrate Company’s compliance with this Section 4.6, provided that Company may redact or withhold information that Company reasonably determines could compromise the security of its systems or the Services.

4.7. Data Incidents. Company will promptly take reasonable steps to investigate, contain, remediate and mitigate the effects of any Data Incident. Company will notify Customer without undue delay, and, in any event, within three business days after becoming aware of a Data Incident involving Customer Personal Data and will provide information reasonably available to Company concerning the nature and scope of the Data Incident and the affected Customer Personal Data. Company will provide reasonable updates as additional material information becomes available. Thereafter, Company and Customer shall reasonably cooperate in any investigation of the Data Incident. To the extent applicable Data Protection Laws require notification to governmental authorities or affected individuals with respect to a Data Incident, the parties will reasonably cooperate in determining and carrying out their respective notification and remediation obligations. Company will not notify affected individuals on Customer’s behalf without Customer’s prior approval unless required by applicable Law.

4.8. Data Subject and Regulatory Requests. If Company receives a request from a Data Subject seeking to exercise rights under applicable Data Protection Laws with respect to Customer Personal Data, Company will, to the extent legally permitted, direct the Data Subject to Customer and will not independently respond to the request except as authorized by Customer or required by applicable Law. Company will provide reasonable assistance to Customer, taking into account the nature of the Processing and the functionality of the Services, in responding to such requests. Company will also notify Customer without undue delay of any inquiry, demand or notice from a governmental or regulatory authority specifically concerning Company’s Processing of Customer Personal Data on Customer’s behalf, unless prohibited by applicable Law, and will reasonably cooperate with Customer in responding to such inquiry, demand or notice.

4.9. Assistance. Taking into account the nature of Company’s Processing of Customer Personal Data and the information available to Company, Company will provide reasonable assistance to Customer with data protection impact assessments and consultations with governmental or regulatory authorities to the extent required by applicable Data Protection Laws in connection with Company’s Processing of Customer Personal Data. Customer shall bear Company’s expenses in connection with such assistance.

4.10. Return and Deletion. Upon expiration or termination of the Services, Company will cease Processing Customer Personal Data on Customer’s behalf and return or delete such data in accordance with Section 11.3.

4.11. Priority. In the event of a conflict between this Section 4 and any other provision of these Terms concerning Company’s Processing of Customer Personal Data on behalf of Customer, this Section 4 will control with respect to such Processing.

5.1. Subscription Fees. At the time of signing up for a paid Subscription Plan, Customer shall provide a valid payment method and authorize Company, through its third party payment processor, to charge such payment method for the subscription fees based on the applicable Subscription Plan selected by Customer. Such fees will be automatically charged to Customer’s designated payment method at the beginning of each monthly subscription period. Customer’s subscription will automatically renew for successive one-month periods unless canceled in accordance with these Terms. Customer is responsible for maintaining a valid payment method and keeping payment information current. Company may increase the applicable fees for a Subscription Plan upon at least thirty (30) days’ prior notice to Customer, with any such increase effective as of Customer’s next billing period following such notice.

5.2. Auto Top-Up Credits. Certain Subscription Plans include an automatic credit replenishment feature (“Auto Top-Up”). AUTO TOP-UP IS ENABLED BY DEFAULT TO INCLUDE A PURCHASE OF $25.00 WORTH OF CREDITS WHEN YOU PURCHASE OR CHANGE A SUBSCRIPTION PLAN, UNLESS YOU DISABLE IT IN YOUR ACCOUNT BILLING SETTINGS. By enrolling in (or maintaining) a Subscription Plan with Auto Top-Up enabled, you authorize Company to automatically charge your payment method on file each time the available credits under your Subscription Plan or the Auto Top-Up feature, as applicable, fall to zero (0). Upon each such charge, Company will add the corresponding number of credits to your account. You may disable Auto Top-Up or change the amount of credits purchased under the Auto Top-Up at any time through your account billing settings. Disabling Auto Top-Up will not affect any charges processed prior to such change and will not result in a refund of previously purchased credits except as expressly provided in these Terms. Auto Top-Up credits do not expire.

5.3. Monthly Credits. Each Subscription Plan includes the Monthly Credits specified for that Subscription Plan. Monthly Credits are available only during the monthly billing period, are not redeemable for cash, and expire automatically at the end of that billing period if unused. If Customer uses all of its Monthly Credits and any available credits from the Auto Top-Up feature for the applicable month, Customer will not have access to the AI Features until (a) Customer upgrades its Subscription Plan to purchase additional Monthly Credits or (b) the following month when the Services renew under the Subscription Plan.

5.4. Taxes. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company’s income.

5.5. Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (a) Company may charge interest on the past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable Law; and (b) if such failure continues for ten (10) days following written notice thereof, Company may suspend access to the Services until all past due amounts have been paid, without incurring any obligation or liability to Customer or any other person for reason of such suspension.

Each party will protect the other party’s Confidential Information from unauthorized use or disclosure using no less than reasonable measures. The receiving party will not disclose the Confidential Information to any third party except those who have a need to know such information for the uses contemplated herein, are informed of the confidential nature of such information, and agree to be bound by obligations of confidentiality substantially similar to those set forth in these Terms. The receiving party will use the Confidential Information solely and exclusively for the purpose of performing or receiving the benefits of these Terms. Notwithstanding anything to the contrary, if you or your personnel or Authorized Users provide any ideas, suggestions or recommendations regarding the Services, Platform or other of our Confidential Information, (even if designated as your Confidential Information) (“Feedback”), we are free to retain, use, incorporate and disclose, on a perpetual and irrevocable basis, such Feedback in our products, technology and/or Services, without payment of royalties or other consideration. Such right is fully transferable and sublicensable. If the receiving party is required by law or court order to disclose the Confidential Information, the receiving party will give the disclosing party prompt notice of such requirement so that an appropriate protective order or other relief may be sought. The breach, or threatened breach, of any provision of this Section 6, or the breach of license rights or restrictions or other misuse of Confidential Information may cause irreparable harm to the disclosing party without an adequate remedy at law. Upon any such breach, violation, or infringement, or threat thereof, the disclosing party will be entitled to seek injunctive relief to prevent the receiving party from commencing or continuing any action constituting such breach, violation, or infringement, without having to post a bond or other security, and without having to prove the inadequacy of other available remedies. This Section 6 does not limit any other remedy available to either party. This Section 6 does not modify the scope of any rights granted in these Terms.

7.1. Company IP. All right, title, and interest in and to the Company IP, including all Intellectual Property Rights therein, are and will remain with Company. Customer has no right, license, or authorization with respect to any of the Company IP except as expressly set forth in these Terms. All other rights in and to the Company IP are expressly reserved by Company. No implied licenses are granted.

7.2. Third Party Materials; Third Party Applications. With respect to Third Party Materials and Third Party Applications, the applicable third party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third Party Materials and Third Party Applications, respectively.

7.3. Customer Data. As between Customer and Company, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in this Section 7.3. Customer hereby grants to Company a non-exclusive, perpetual, irrevocable, royalty-free, paid up, worldwide, transferable and sublicensable license to access, use, host, reproduce, upload, analyze, manipulate, modify and create derivative works of, transmit, store, distribute, disclose, display, make available, and otherwise process Customer Data (a) to provide, maintain, support and improve the Services including generating AI Outputs in response to Customer Inputs; (b) prevent, detect, and address security incidents, fraud, abuse and other unlawful activity; (c) to provide technical support and troubleshooting; (d) to comply with applicable laws; and (e) to create Aggregated Data. Company will not use Customer Data, Inputs, AI Outputs, or Customer Confidential Information to train any AI Features except with Customer’s prior written consent.

7.4. AI Outputs. As between Customer and Company, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all AI Outputs, including all Intellectual Property Rights relating thereto, subject to any Third-Party LLM rights. Customer hereby grants to Company a non-exclusive, perpetual, irrevocable, royalty-free, paid up, worldwide, transferable and sublicensable license to host, store, reproduce, transmit, display and otherwise use AI Outputs solely as necessary to provide, maintain, support and improve the Services.

7.5. Disclaimer. Customer acknowledges that AI Outputs are generated by Third-Party LLMs and are based on Customer Inputs and other factors outside of Company’s control. AI Outputs may contain errors, omissions, inaccuracies, or biased content and should not be relied upon as a substitute for professional advice or independent verification. Customer is solely responsible for reviewing, validating, and determining the appropriate use of AI Outputs before using them or acting upon them. Company does not warrant that AI Outputs are accurate, complete, or non-infringing or that similar or identical AI Outputs will not be generated for others.

8.1. Company Representations and Warranties. Company represents and warrants to Customer that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; and (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms.

8.2. Customer Representations and Warranties. Customer represents and warrants to Company that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms; and (c) it owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Company and processed in accordance with these Terms, the Customer Data does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

8.3. DISCLAIMER OF WARRANTIES. ALL SERVICES, INCLUDING THE THIRD PARTY LLMS AND ANY AI OUTPUTS GENERATED THEREBY ARE PROVIDED "AS IS”. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT THE SERVICES, THIRD PARTY LLMS, AI OUTPUTS OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, SUBSCRIPTION SERVICES OR OTHERWISE BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

9.1. Company Indemnification.

(a) Subject to the terms in this Agreement, Company will indemnify, defend, and hold harmless Customer from any third party action or other proceeding (“Claim”) brought against Customer alleging that the use of the Services infringes or misappropriates such third party’s copyright, trade secret, patent or trademark rights registered or applicable in the United States, provided, however, that Company will have no obligation with respect to any Claim, costs or damages arising from the (i) Customer Data, (ii) modifications to the Services that were not performed, or authorized, by Company, (iii) custom interfaces, file conversions, or other programming to access, connect to, or integrate with the applicable Services that were not provided by Company, (iv) use of the Services in combination with products or services not provided by Company, if use of the applicable Services alone would not result in liability, (v) any use of the Services not authorized by these Terms, Documentation, or applicable law, (vi) the Third Party Materials, or (vii) AI Outputs. To receive the foregoing indemnification, Customer must give Company written notice of the Claim, cooperate with Company, and give Company sole control of the defense.

(b) If the Services become, or in Company’s reasonable opinion are likely to become, the subject of a Claim as set forth in subsection (a), Company may, at its sole option and expense (i) procure for Customer the right to continue using the applicable Services, (ii) modify or replace the Services so that it is non-infringing, provided that the modified or replacement Services provide substantially similar functionality, or (iii) if neither of the foregoing alternatives is commercially reasonable, terminate Customer’s right to use the affected Services and refund Customer any prepaid fees allocable to the unused portion of the applicable Subscription Term. The foregoing, together with Company’s applicable indemnification obligations under these Terms, constitute Customer’s sole and exclusive remedy and Company’s entire liability with respect to any actual or alleged infringement or misappropriation of third-party intellectual property rights by the Services.

9.2. Customer Indemnification. Subject to the terms in this Agreement, Customer will indemnify, defend, and hold harmless Company and its respective officers, directors, members, managers, agents, employees, affiliates, personnel, successors, and assigns (“Company Indemnified Persons”) from and against any and all Claims brought against Company and Company Indemnified Persons, arising out of or in connection with (a) Customer’s breach of these Terms; (b) Customer’s or its Authorized Users’ misuse or unauthorized use of the Services, (c) Customer's negligence, willful misconduct, or violation of law in connection with this Agreement; (d) AI Outputs, and (e) Customer Data. To receive the foregoing indemnification, Company must give Customer written notice of the Claim, cooperate with Customer, and give Customer sole control of the defense.

IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH, TORT OF CONTRACT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SUBSCRIPTION SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO COMPANY BY CUSTOMER UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR IN THE CASE OF A TRIAL SUBSCRIPTION PLAN OR FREE SUBSCRIPTION PLAN, ONE HUNDRED DOLLARS ($100).

11.1. Term. These Terms commence on the date on which the Customer first accepts it pursuant to the terms herein and continues until Customer ceases use of the Services.

11.2. Termination. In addition to any other express termination right set forth elsewhere in these Terms, if you are an account administrator on behalf of the entity you represent:

(a) You may terminate these Terms or cancel a Subscription Plan at any time by providing notice to Company through the cancellation methods made available by Company. Any termination or cancellation will take effect at the end of the then-current billing period, and Customer will continue to have access to, and remain responsible for all fees associated with the Subscription Plan (and the Auto Top-Up feature) through the end of such billing period. Fees paid or payable for the then-current billing period are non-refundable.

(b) (i) You or Company, as applicable, may terminate these Terms, effective on written notice to the other party, if the other party materially breaches these Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and (ii) either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

11.3. Effect of Termination or Expiration. Upon any expiration or termination of these Terms, except for licenses which are stated to extend beyond the term: (a) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; (b) Customer shall immediately cease all use of any Services and promptly return to Company, or at Company’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Company’s Confidential Information and certify to Company in a signed written instrument that it has complied with the requirements of this Section 11.3; and (c) Company may otherwise disable all Customer and Authorized User access to the Services. Upon request by Customer within thirty (30) days of the expiration or termination of these Terms, Company will make Customer Data available for export by Customer. After this thirty (30) days period, Company shall have no obligation to maintain or provide Customer access to the Services, Customer Data or AI Outputs except as required under applicable law. Company may delete Customer Data and AI Outputs following the thirty (30) day window, provided however, that Company may retain copies maintained in the ordinary course of business, including as part of routine backups, archives, and records retention processes, in each case, subject to Company’s confidentiality obligations under these Terms.

11.4. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms: Sections 1, 5, 6, 7, 9, 10, 11.3, this 11.4, and 12.

12.1. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatever.

12.2. Notices. Company may provide any notice under these Terms by email to the email address associated with the Customer’s account, through the Services, or by other electronic means. Customer may provide legal notices to Company at the email or mailing address designated by Company for legal notices. Notices will be effective when sent, if delivered electronically, or upon receipt, if delivered by mail.

12.3. Headings. The headings in these Terms are for reference only and do not affect the interpretation of these Terms.

12.4. Entire Agreement. These Terms constitute the sole and entire agreement of the parties with respect to the subject matter of these Terms and supersedes all prior and contemporary understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

12.5. Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

12.6. Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a "Force Majeure Event"), including (a) acts of God; (b) flood, fire, earthquake, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) shortage of adequate power or transportation facilities. Either party may terminate these Terms if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of sixty (60) days or more. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

12.7. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assignments and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

12.8. Amendment; Waiver. Company may modify these Terms from time to time by posting the revised version on its website or within the Services and, for any material changes, by providing Customer with notice through the Services or by email. Customer’s continued use of the Services after the applicable effective date constitutes acceptance of the modified Terms. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12.9. Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.10. Governing Law; Arbitration.

(a) These Terms will be governed, construed and interpreted solely in accordance with the laws of the State of Delaware, and applicable federal laws, without reference to any conflict of laws and excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods.

(b) All claims and disputes, including all statutory claims and disputes, whether pre-existing, present or future, arising out of or relating to (i) these Terms, (ii) your access to, or use, or receipt of the Service, or (iii) any other services or products provided, managed, operated, serviced, or fulfilled by Company in each case, regardless of when that dispute, claim or controversy arose, and regardless of the relevant legal theory (“Dispute”) will be finally resolved by binding arbitration on an individual basis in Wilmington, Delaware except that you and Company are not required to arbitrate any dispute in which either party seeks equitable relief for alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents in connection with Section 12.11. This means that, except for the equitable relief described in the previous sentence, neither Company nor you will sue in court before a judge or jury (unless you opt out of arbitration as provided below). Company and you are also agreeing that no Dispute subject to the terms of this Section 12.10 will be resolved as a class or other collective action. Instead, one neutral arbitrator will decide the Dispute, and the arbitrator’s decision will be final except for a limited right of appeal under the Federal Arbitration Act. The arbitrator may award declaratory or injunctive relief only for the individual claims between Company and you. Claims which will be subject to arbitration include any and all statutory, consumer protection, common law, tort, injunctive relief and equitable claims that arise from or relate in any way to your purchase of products or services of Company. This arbitration clause will survive any termination of these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable.

(c) The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Commercial Arbitration Rules and Mediation Procedures then in effect, (the “Rules”), except to the extent they conflict with these Terms. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The Rules are available online at www.adr.org or by calling AAA at 1-800-778-7879.

(d) The arbitrator will be bound to follow applicable federal and state laws and regulations in deciding all issues and in rendering any award. Company and you will be entitled to invoke the rules of discovery authorized by the AAA Rules.

(e) The arbitration proceedings will be conclusive and not appealable (except for a limited right of appeal under the Federal Arbitration Act), and any party to any award rendered in any arbitration proceeding will be entitled to have judgment entered on that award. The number of arbitrators shall be one, selected in accordance with the Rules, and the language of the arbitration will be English. The seat and place of arbitration will be held in Wilmington, Delaware, unless the parties agree otherwise in writing.

(f) Each party will bear its own attorneys’ fees and costs in connection with the arbitration, and the fees and expenses of the arbitrator and AAA will be allocated between the parties in accordance with the Rules; provided that the arbitrator may reallocate such fees and expenses as permitted by the applicable law or the Rules.

(g) YOU AND COMPANY EACH AGREE THAT ANY PROCEEDINGS TO RESOLVE ANY DISPUTE, INCLUDING ARBITRATION AND LITIGATION IN COURT, WILL BE CONDUCTED INDIVIDUALLY ONLY. Company will not, and you will not, seek to have any dispute heard as a class action, a class wide arbitration, a private attorney-general action, or any other proceeding in which you or Company act(s) or propose(s) to act as a representative for others. You and Company also agree that no arbitration or other proceeding will be combined with another arbitration or proceeding without the written consent of Company, you, and every other party to that arbitration or proceeding. Without the written consent of Company, the arbitrator may not consolidate or join more than one person or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding.

(h) You may opt out of the arbitration and class actions waiver set forth above by sending a written notice of your decision to opt-out in accordance with this Section 12.10. If you elect to opt out, neither you nor Company can force the other to arbitrate. To opt out, you must notify Company in writing no later than thirty (30) days after first becoming subject to these Terms. Your notice must include your name and address, an email for notices and an unequivocal statement that you want to opt out of this arbitration. Send your notice to Restoration Services Group LLC, legal@rubyrestore.ai, Attention: Legal. In the event of a dispute between you and Company, to invoke your opt-out right, you must retain a copy of your opt-out notice, as well as proof that your opt-out notice was sent within the prescribed period.

(i) ANY LEGAL ACTION BROUGHT BETWEEN YOU, ON THE ONE HAND, AND COMPANY, ON THE OTHER HAND, MUST BE COMMENCED WITHIN ONE (1) YEAR OF THE DATE ON WHICH SUCH LEGAL CLAIMS WOULD ORDINARILY ACCRUE UNDER THE APPLICABLE STATUTE OF LIMITATIONS OR SIMILAR TEMPORAL DEADLINE FOR COMMENCING A LEGAL ACTION.

(j) This arbitration provision and class action waiver may be amended from time to time in accordance with the preamble of these Terms. If you did not opt out of mandatory arbitration as provided above, you may reject any change we make to this Section by sending us notice within thirty (30) days after first becoming subject to the amended Terms. Send your notice rejecting the changes to: Restoration Services Group LLC, legal@rubyrestore.ai, Attention: Legal. In the event of a dispute between you and Company, to invoke your right to apply an earlier version of this Section, you must retain a copy of Your rejection notice, as well as proof that your rejection notice was sent during the period of time in which You intend to pursue any claim. Company reserves the right to make additional amendments to this Section 12.10. If you wish to reject additional changes to this Section, you must notify us in the manner indicated above for each change in accordance with the terms hereof.

12.11. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations could cause the other party irreparable harm for which monetary damages may not be an adequate remedy and that, in the event of such breach or threatened breach, the other party may be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.