Welcome, and thank you for your interest in RuleUp™.

RuleUp Inc. (“RuleUp,” “we,” “our,” or “us”) offers a variety of compliance management and security tools and services (the “Services”). These Terms of Use (the “Terms”) are a binding legal contract between you as a “Customer” or “User” (both defined below) and RuleUp. These Terms explain the rules governing your use of the Services.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY ACCEPTING THESE TERMS, WHETHER AS A CUSTOMER OR A USER, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING OR OTHERWISE ENTERING INTO AN ORDER OR OTHER DOCUMENT THAT REFERENCES THESE TERMS, USING OR OTHERWISE ACCESSING (OR MAKING ANY PAYMENT FOR) ANY SERVICE, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE NOT ELIGIBLE TO ACCESS OR USE THE APPLICABLE SERVICE, OR DO NOT AGREE TO THESE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF ANY SERVICES, AND RULEUP’S PROVISION OF ANY SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY RULEUP AND BY YOU TO BE BOUND BY THESE TERMS.

1. OVERVIEW

1.1  Platform

ustomers. In addition to the Websites, the Services may include access to certain features and functions of RuleUp’s proprietary compliance management and security platform (the “Platform”). With respect to the Platform, a “Customer” is the entity that has acquired access to the Platform for use by its Covered Users. The scope of rights to access the Platform may be tied to specific Programs (or amount of Programs) or specific Modules (or amount of Modules), as specified in the applicable Order (defined below) or by RuleUp. “Program” means an instantiated compliance framework authorized by Customer to use within the Platform, for whom Customer has purchased an appropriate Subscription (defined below) (or for whom the Platform has been appropriately provisioned). “Module” refers to an additional RuleUp component authorized by Customer to use within the Platform and for which Customer has purchased an appropriate Subscription (or for whom the Platform has been appropriately provisioned).

1.2. Orders

The commercial terms and other additional terms applicable to Customer and its Covered Users (defined below) may be specified in an Order. “Order” means a quote, order form, statement of work, or other ordering document entered into between the applicable Customer and RuleUp specifying Services to be provided hereunder that: (a) is signed by or otherwise expressly agreed to by Customer and RuleUp and (b) expressly references and incorporates these Terms. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity and “control,” as used in this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.3. Users

Each individual user of a Service is a “User.” Each User will fall into one or more of the below three categories:

a. a “Site Visitor” is an individual user of public-facing portions of a Website;

b. an “Internal User” is an individual (i) who is an employee, consultant, contractor, or agent of the applicable Customer or its Affiliates, (ii) who is authorized by that Customer to use the Platform (as provisioned for that Customer by RuleUp) on Customer’s behalf for Customer’s sole benefit, (iii) for whom that Customer has purchased a Subscription (defined below) (or for whom access to the Platform has been provisioned), and (iv) to whom that Customer has supplied (or facilitated the supply of) user identification and authentication; and

c. an “External User” is an individual (i) who is an employee, consultant, contractor, or agent of an entity other than the applicable Customer or its Affiliates (an “Authorized Third Party” or “ATP”), (ii) who is authorized by the applicable Customer and the applicable ATP to use the Platform (as provisioned for that Customer by RuleUp) on the ATP’s behalf for the ATP’s sole benefit, (iii) for whom that Customer has purchased a Subscription (or for whom access to the Platform has been provisioned), and (iv) to whom that Customer has supplied (or facilitated the supply of) user identification and authentication.

Each Internal User and External User of a Customer whose use of the Platform is pursuant to an Order entered into by such Customer or that otherwise obtains access to the Platform from that Customer is a “Covered User.”

1.4. Terms Applicable to Customers

If and to the extent you are entering into these Terms as a Customer, the provisions applicable to you in your role as a Customer include those applicable to and that are obligations of “Customer” or “Users” generally as well as those applicable to and that are obligations of the type(s) of User(s) you that are using a Service on your behalf. Customers are responsible for ensuring their Users comply with these Terms. The terms applicable to Site Visitors (see Section 1.5) are also applicable to you and your Users to the extent your Users are acting as Site Visitors.

1.5. Terms Applicable to Site Visitors

If and to the extent you are entering into these Terms as a Site Visitor, the only provisions applicable to you in your role as a Site Visitor, notwithstanding anything in these Terms to the contrary, are the following sections of these Terms: Sections 1 (Overview; Structure), 2 (Eligibility), 7.4 (Feedback), 8.2 (Ownership; Proprietary Rights), 9 (Restrictions), 11.2 (Linked Websites), 14 (Modification of Terms), 15 (Term, Termination, and Modification of the Services), 17 (Disclaimers; No Warranties); 18 (Limitation of Liability), and 19 (Miscellaneous). IN YOUR CAPACITY AS A SITE VISITOR, RULEUP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED) TO YOU RELATING TO ANY SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

1.6. Terms Applicable to Covered Users

If and to the extent you are entering into these Terms as a Covered User (including where an ATP is entering into these Terms on behalf of its External Users), (a) the only provisions applicable to Users in the role as a Covered User, notwithstanding anything in these Terms to the contrary, are following sections of these Terms: Sections 1 (Overview; Structure), 2 (Eligibility), 6 (Free Trials and Beta Features), 8.2 (Ownership; Proprietary Rights), 9 (Restrictions), 11.1 (Third-Party Services), 11.2 (Linked Websites), 13 (Communications), 14 (Modification of Terms), 15 (Term, Termination, and Modification of the Services), 17 (Disclaimers; No Warranties); 18 (Limitation of Liability), 19 (Miscellaneous), and the DPA (defined below), and (b) AS BETWEEN RULEUP AND CUSTOMER, YOU ACKNOWLEDGE AND AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY OTHER COVERED USERS OF ANY RELEVANT CUSTOMER POLICIES, PRACTICES, AND SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA (defined below); (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY OTHER COVERED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE THESE TERMS IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY OTHER COVERED USERS RELATING TO CUSTOMER DATA, THE SERVICES, OR CUSTOMER’S FAILURE TO FULFILL ANY OBLIGATIONS. IN YOUR CAPACITY AS A COVERED USER, RULEUP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED) TO YOU RELATING TO ANY SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

2. ELIGIBILITY

Each User must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to RuleUp that:
(a) each User is at least 18 years old;
(b) if you are a User, you are at least 18 years old;
(c) neither you nor, with respect to the Customer, any Covered Users, have previously been suspended or removed from any of the Services; and
(d) your registration and use of the Services is in compliance with any and all applicable laws and regulations.

All acts or failures to act by a Customer’s Covered Users are deemed acts or failures to act by such Customer, and all obligations of a Customer under these Terms apply to Customer and its Covered Users.

3. PLATFORM ACCOUNTS AND REGISTRATION

In order to use the Platform, each Covered User must register for an account. Customer agrees that the information any Covered User provides to RuleUp is accurate and that Customer will keep it accurate and up to date at all times.

When a Covered User registers, the Covered User will be asked to provide a password. Each Customer (with respect to its Covered Users) and each Covered User is solely responsible for maintaining the confidentiality of all accounts and passwords associated with the applicable Customer and its Covered Users. Customer accepts responsibility for all activities that occur under Customer’s account (including all accounts of Customer’s Covered Users).

If Customer believes that any of Customer’s accounts is no longer secure, then Customer must immediately notify RuleUp at contact@ruleup.ai.

4. PAYMENT TERMS

4.1. Fees

Access to or use of certain features of the Services may be conditioned on Customer’s agreement to pay the fees specified in these Terms and the applicable Order. All fees are denominated and payable in U.S. Dollars. Fees payable pursuant to these Terms and each Order are non-cancellable and non-refundable.

The fees listed in the Order will be fixed for the term listed in the Order (if any). RuleUp may change the fees for any feature of the Services, including additional fees or charges, if RuleUp gives Customer advance notice of changes before they apply. Except as may be otherwise agreed in an Order, RuleUp’s then-current pricing applicable to Customer’s use of the Platform (or relevant portions thereof) will apply to Customer’s use of the Platform.

RuleUp, at its sole discretion, may make promotional offers with different features and different pricing to any of RuleUp’s customers. These promotional offers, unless made to Customer, will not apply to Customer’s offer or these Terms. RuleUp reserves the right to quote additional fees for certain Services that may be arranged by mutual written agreement or paid for via invoice.

4.2. Payment

Customer agrees to pay all undisputed invoices within 30 days, unless different payment terms are agreed in the applicable Order, and Customer agrees that RuleUp may charge interest of 1.5% monthly (or, if less, the highest rate permitted by law) for past-due invoices.

If Customer fails to make a payment for more than 90 days past the date the invoice was received by Customer, RuleUp reserves the right to terminate these Terms or any Order. In addition to the amount due for the Services, Customer may be charged fees, charges, or expenses (including reasonable attorneys’ fees) that are incidental to any chargeback, collection, or unpaid amount, including collection fees.

4.3. Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder.

If RuleUp has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, RuleUp will invoice Customer, and Customer will pay that amount unless Customer provides RuleUp with a valid tax exemption certificate authorized by the appropriate taxing authority.

For clarity, RuleUp is solely responsible for taxes assessable against it based on its income, property, and employees. If Customer is located in the European Union, all fees are exclusive of any VAT, and Customer represents that Customer is registered for VAT purposes in Customer’s member state.

At its request, Customer will provide RuleUp with the VAT registration number under which Customer is registered in Customer’s member state. If Customer does not provide RuleUp with a VAT registration number prior to Customer’s transaction being processed, RuleUp will not issue refunds or credits for any VAT that was charged.

If Customer is subject to GST, all fees are exclusive of GST.

4.4. Delinquent Accounts

RuleUp may suspend or terminate access to the Services, including fee-based portions of the Services, for any account for which any amount is due but unpaid. In addition to the amount due for the Services, a delinquent account will be charged with fees or charges that are incidental to the collection of any unpaid amount, including collection fees.

RuleUp will not suspend access due to non-payment while Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

If a Subscription is suspended for non-payment, RuleUp may charge a re-activation or interest fee to reinstate the Subscription.

5. SUBSCRIPTIONS

5.1. Paid Versions and Subscriptions

The Platform is generally available through subscription-based plans with automatically recurring payments for periodic charges (a “Paid Version”). Different Paid Versions may be offered to customers, each providing varying levels of access or usage allowances. Each subscription to a Paid Version (e.g., entity-wide, per-Program, or per-Module basis) is referred to as a “Subscription.”

5.2. Subscription Fees

Fees for Paid Versions, including applicable taxes, are referred to as “Subscription Fees.” Subscription Fees are assessed in advance for each Subscription Term (defined below). RuleUp may increase Subscription Fees at the start of any Renewal Term (defined below) with at least 45 days’ prior notice. Customers authorize RuleUp or its third-party payment processors to charge applicable Subscription Fees automatically at the beginning of each Subscription Term, unless canceled as per Section 5.5. Payments are billed to the payment method provided during registration or subsequently updated by the Customer.

5.3. Subscription Term

Subscriptions begin on the date specified in the applicable Order and continue for the duration specified (the “Initial Term”), automatically renewing for successive periods of equal duration (each, a “Renewal Term,” and collectively with the Initial Term, the “Subscription Term”) unless terminated as outlined in these Terms. If no start date is specified, the Subscription begins on the date the Customer agrees to the Order. Unless otherwise stated in the Order, the Initial Term duration is one year.

5.4. Changes

Quantities of access rights (e.g., for users, modules, or features) cannot be decreased during an active Subscription Term. Additional fees may apply if:

• Usage limits are exceeded.
• More Programs or Modules are added.
• The Customer upgrades to a different product or plan.
• Additional features are subscribed to.
• Otherwise agreed upon in the Order.

If limits are exceeded, RuleUp may provide notice and allow up to 30 days for adjustments. If usage is not reduced, applicable fees for additional usage will be charged for the remaining Subscription Term and subsequent terms.

5.5. Canceling a Subscription (Non-Renewal)

To avoid charges for the next Subscription Term, Customers must cancel at least 30 days before the end of the current term. Cancellation can be processed via the Platform, by email to contact@ruleup.ai, by calling +44 7818039478 , or through the “Contact RuleUp” form at ruleup.io/contact-us/. Upon cancellation, the Subscription remains active for the rest of the current term, provided the Customer complies with these Terms.

5.6. Termination of a Subscription

Either party may terminate a Subscription with 30 days’ written notice for a material breach, including payment failures, if the breach is not resolved within the notice period. If RuleUp terminates the Terms due to a Customer breach, no refunds will be provided. If the Customer terminates the Terms, RuleUp will refund prepaid Subscription Fees for the unused period on a pro-rata basis.

5.7. Effect of Termination

Access to the Platform ceases upon the expiration or termination of a Subscription Term. RuleUp will make reasonable efforts to retain Customer Data for at least 30 days post-termination to allow data extraction. However, there is no obligation to retain, maintain, or provide access to the data after this period.

6. FREE TRIALS AND BETA FEATURES

6.1 Free Trials

RuleUp™ may offer free trial access to the Platform or specific features (“Free Trial”) for a trial period defined at its discretion, generally 30 days unless otherwise specified. During this period, RuleUp™ grants a limited, non-transferable, non-exclusive, revocable license for internal evaluation purposes. Free Trials end automatically after the designated Trial Period.

6.2 Beta Access

RuleUp™ may introduce Beta Features—pre-release functionalities—as part of the Services. Access to Beta Features is discretionary, optional, and subject to the same Terms. Beta Features may be incomplete or experimental and are used at Customer’s own risk. RuleUp™ reserves rights to collect and analyze Customer and Covered User data from Beta Features for product development purposes. All Beta Feature details are deemed confidential.

6.3 Disclaimers

Free Trials and Beta Features are provided “as is,” without warranty or obligation for support or continued availability. RuleUp™ disclaims liability for damages arising from their use, including lost revenue or profits. The total liability for Free Trials or Beta Features is limited to USD $50.

7. GRANT OF ACCESS; LICENSES AND RELATED TERMS

7.1 Use of Platform

Subject to compliance with these Terms, RuleUp™ grants a limited, non-exclusive, non-transferable right to Covered Users with a valid Subscription to access the Platform for Authorized Use (internal business purposes only). Resale or sublicensing is prohibited unless explicitly stated in the applicable Order.

7.2 Documentation Usage

RuleUp™ provides access to online guides and FAQs via its documentation portal. Customers may reproduce or use limited copies of these materials strictly for internal purposes related to the Authorized Use.

7.3 SDK Licensing

If applicable, an SDK license is granted during the Subscription Term, allowing limited modifications and usage as outlined in the SDK’s specific terms and Documentation.

7.4 Feedback Usage

Customers providing feedback on Services grant RuleUp™ an unrestricted license to use and implement suggestions for improvements without any obligation for attribution or compensation. Feedback is accepted “as is,” with no warranties on its accuracy or non-infringement.

8. RESPONSIBILITIES AND IP

8.1. Compliance

As between Customer and RuleUp, Customer will: (a) be responsible for its Covered Users’ compliance with these Terms and the applicable Order, (b) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer or the applicable ATP acquired Customer Data, Customer’s and any Covered User’s use of Customer Data with the Platform, (c) be responsible for maintaining control over all Covered User accounts for the Platform, including all activities that occur on Covered User’s accounts for the Platform, (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform, and notify RuleUp promptly of any such unauthorized access or use, and (e) use and allow Covered Users to use the Platform only in accordance with these Terms, the applicable Order, and applicable laws and government regulations. If Customer breaches its payment obligations, RuleUp may suspend delivery of access to the Platform to Customer and its Covered Users after providing 30 days’ notice (including by phone or email) in the event such breach remains uncured at the end of such period.

8.2. Ownership; Proprietary Rights

The Services are, as between you and RuleUp, owned and operated by RuleUp. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by or on behalf of RuleUp (“Materials”) are protected by intellectual property and other laws. All Materials included in the Services are the property of RuleUp or its third-party licensors. Except as expressly authorized by RuleUp, neither Customer nor any User may make use of the Materials. There are no implied licenses in these Terms and RuleUp reserves all rights to the Materials not granted expressly in these Terms.

9. RESTRICTIONS

BY USING ANY SERVICE OR ALLOWING ANY COVERED USER TO USE THE SERVICE, YOU AGREE NOT TO: (a) use the Services for any illegal purpose or in violation of any local, state, national, or international law; (b) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right; (c) attempt to gain unauthorized access to the Services or related systems or networks or attempt to access or search the Services or Materials or download Materials from the Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, and the like) other than the software or search agents provided by RuleUp or other generally available third-party web browsers; (d) use the Services to store third-party credit card information or social security numbers or other personally identifiable information of third parties (as that term or similar terms may be defined under applicable laws); (e) interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering, disassembling, or decompiling any Service or portion thereof or otherwise attempting to discover the source code of any portion of the Services except to the extent that the activity is expressly permitted by applicable law; (f) interfere with the operation of the Services or any User’s enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) stealing another User’s data, misusing the data, or sharing the data outside of a User’s own enterprise in violation of these Terms; (iii) making any unsolicited offer or advertisement to another User of the Services; (iv) collecting personal information about another User or third party without consent; or (v) interfering with or disrupting the integrity or performance of the Services or any network, equipment, or server connected to or used to provide the Services; (g) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Services account without permission, or falsifying any age or date of birth; (h) except as may be expressly permitted under the applicable Order, sell, resell, license, sublicense, distribute, make available, rent, or lease the Services, or include the Services in a service bureau or outsourcing offering, or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; (i) use the Services to access or use the Materials or any of RuleUp’s or its licensors’ intellectual property except as permitted under these Terms; (j) modify, copy, or create derivative works based on the Services or any part, feature, function, or user interface thereof; (k) except as may be expressly permitted under the applicable Order, frame or mirror any part of the Services, other than framing on Customer’s own intranets or otherwise for its own internal business purposes; (l) access any portion of the Service to: (i) build a competitive product or service; (ii) build a product or service using similar ideas, features, functions, or graphics of the Services; or (iii) copy any ideas, features, functions, or graphics of the Services; or (m) attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.

10. CONFIDENTIALITY

10.1. Confidential Information

“Confidential Information” means all information disclosed by either Customer or RuleUp (as “Discloser”) to RuleUp or Customer, respectively (as “Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. “Confidential Information” of Customer includes Customer Data; “Confidential Information” of RuleUp includes the Services, any Beta Features, and all Orders (including pricing). “Confidential Information” of each of Customer and RuleUp includes technology and technical information, product plans and designs, and business processes disclosed by such party. However, “Confidential Information” does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to Discloser; (b) was known to Recipient prior to its disclosure by Discloser without breach of any obligation of confidentiality; (c) is received from a third party without breach of any obligation of confidentiality; or (d) was independently developed by Recipient without reference to Confidential Information from Discloser.

10.2. Protection of Confidential Information

As between Customer and RuleUp, each party retains all ownership rights in and to its Confidential Information. Recipient will use the same degree of care it uses to protect its own confidential information of like kind to limit access to Confidential Information of Discloser to those of its and its Affiliates’ employees and contractors, and subcontractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Recipient that are not materially less protective than those herein. Neither party will disclose the terms of any Order to any third party without the other party’s prior written consent, except that a party may disclose such information to its Affiliates, legal counsel, and accountants provided that Discloser remains responsible for their compliance with this section. Recipient may disclose Confidential Information of Discloser to the extent compelled by law, provided Recipient gives Discloser prior notice (to the extent legally permitted) and provides reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure. If Recipient is compelled by law to disclose Discloser’s Confidential Information as part of a civil proceeding to which Discloser is a party, and Discloser is not contesting the disclosure, Discloser will reimburse Recipient for its reasonable cost of compiling.

11. THIRD-PARTY TERMS

11.1. Third-Party Services

RuleUp may provide tools through the Services that enable Users to export information, including Content (defined below), to third-party services, including through features that allow Covered Users to link their accounts on the Platform with an account on the third-party service, or through its implementation of third-party buttons (such as “like” or “share” buttons). By using or allowing Covered Users to use any of these tools, Customer agrees that RuleUp may transfer that information to the applicable third-party service. Third-party services are not under RuleUp’s control, and, to the fullest extent permitted by law, RuleUp is not responsible for any third-party service’s use of exported information (whether from a User, Customer, ATP, or otherwise). Once sharing occurs, RuleUp will have no control over the Content that has been shared.

11.2. Linked Websites

The Services may contain links to third-party websites. Linked websites are not under RuleUp’s control, and RuleUp is not responsible for their content.

11.3. Third-Party Software

The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services are provided to Customer subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict Customer from obtaining Third-Party Components under the applicable third-party licenses or to limit Customer’s use of Third-Party Components under those third-party licenses.

12. CONTENT; DATA

12.1. Content Generally

Certain features of the Services may permit Users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content or other information to any of the Services, including video, images, folders, data, text, and any other works of authorship or other works (“Content”). Content, electronic data, and information Posted by or for Customer or its Covered Users to any Service, including from third-party platforms, are “Customer Data.” As between RuleUp and Customer, Customer retains any copyright and other proprietary rights that Customer or its licensors may hold in Customer Data, subject to the licenses granted in these Terms.

12.2. Limited License Grant to Customer Data

If and to the extent any Covered User Posts Customer Data to or via any of the Services, Customer hereby grants to RuleUp a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to use, process, transmit, store, and disclose the Customer Data: (a) during the term these Terms (including successor versions of these Terms) are in effect for the purpose of exercising RuleUp’s rights and performing its obligations under these Terms (including to make that Customer Data available to Covered Users), and (b) in perpetuity (i) to derive or generate Customer Metadata (defined below) for the uses specified in these Terms; (ii) to create and compile Aggregated Data (defined below) for the uses specified in these Terms; (iii) in a form that does not identify Customer as the source thereof, for RuleUp and its Affiliates’ business purposes, including to develop and improve RuleUp’s and its Affiliates’ products and services; (iv) as specified in the DPA; and (v) as otherwise required by applicable law or as agreed to in writing between Customer and RuleUp.

12.3. Aggregated Data

RuleUp may process Aggregated Data for internal business purposes, such as to: (a) track use of Services for billing purposes; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) to improve any of the Services, RuleUp’s and its Affiliates’ other products and services; (f) to develop new products and services; and (g) for all other lawful business practices, such as analytics, benchmarking, and reports. “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

12.4. Customer Metadata

RuleUp may store and use metadata associated with Customer’s and its Covered Users’ use of the Services, including IP addresses, stored sessions, network metadata, technical logs, data, and learnings about Customer’s and its Covered Users’ use of the Services (collectively, “Customer Metadata”) for its internal business purposes and for the purpose of providing the Services to Customer. For example, RuleUp may track and analyze the usage of the Services for purposes of security and helping RuleUp improve both the Services and the user experience in using the Services. For example, to improve product functionality we may use this information to understand and analyze trends or track which features are used most often. RuleUp may aggregate Customer Data and Customer Metadata with data and metadata from other RuleUp customers or other sources, provided that such data and metadata is not identifiable as Customer Data or Customer Metadata and Customer cannot be recognized as its source. RuleUp may share anonymous usage data with RuleUp’s service providers for the purpose of helping RuleUp in such tracking, analysis, and improvements. Additionally, RuleUp may share such anonymous usage data on an aggregate basis in the normal course of operating our business.

12.5. RuleUp Protection of Customer Data

RuleUp will maintain no less than commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data. Those safeguards will include measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or External Users). The then-current version of the data processing addendum published by RuleUp (“DPA”) (available at Data Processing Addendum or such other URL as may be specified by RuleUp from time to time) is hereby incorporated and will apply to the extent Customer Data includes Personal Data (as defined in the DPA). To the extent Personal Data from the European Economic Area (EEA), the United Kingdom (UK), and Switzerland are processed by RuleUp, the Standard Contractual Clauses (as defined in the DPA) and the UK Addendum (as defined in the DPA) will apply as needed, and as further set forth in the DPA. For the purposes of the Standard Contractual Clauses and the UK Addendum, Customer is the data exporter, and Customer’s acceptance of these Terms, and any applicable execution of an Order by Customer, will be treated as its execution of the Standard Contractual Clauses, the UK Addendum, and related Appendices, as applicable.

12.6. Applicable Privacy Laws

To the extent RuleUp will process Customer’s Personal Data (as defined in the DPA) to provide Services to Customer pursuant to these Terms, you and RuleUp will comply with its obligations pursuant to Applicable Data Protection Laws (as defined in the DPA) outlined in the DPA.

12.7. Restrictions

Customer and Covered Users must not Post any Content if Customer is not the owner of or is not fully authorized to grant rights in all of the elements of that Content. RuleUp disclaims any and all liability in connection with Content. As between Customer and RuleUp, Customer is solely responsible for Customer Data and the consequences of providing Content via any of the Services. By providing Content (via Covered Users or otherwise) via any of the Services, Customer affirms, represents, and warrants to RuleUp that: (a) Customer is the creator and owner of the Customer Data, or has the necessary licenses, rights, consents, and permissions to authorize RuleUp and Users of the Services to use and distribute the Customer Data as necessary to exercise the licenses granted by Customer in this Section 12, in the manner contemplated by RuleUp, the Services, and these Terms; (b) Customer Data, and the Posting or other use of Customer Data as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; or (iii) cause RuleUp to violate any law or regulation or require RuleUp to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties; and (c) Customer Data could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

12.8. Content Disclaimer

RuleUp is under no obligation to edit or control Content that Customer or Users Post and will not be in any way responsible or liable for Content. RuleUp may, however, at any time and without prior notice, screen, remove, edit, or block any Content that in its sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. Customer agrees to waive, and does waive, any legal or equitable right or remedy Customer has or may have against RuleUp with respect to Content. If notified by a user or content owner that Content allegedly does not conform to these Terms, RuleUp may investigate the allegation and determine in its sole discretion whether to remove the Content, which RuleUp reserves the right to do at any time and without notice. For clarity, RuleUp does not permit infringing activities on the Service.

12.9. Monitoring Content

RuleUp does not control and does not have any obligation to monitor: (a) Content; (b) any content made available by third parties; or (c) the use of the Services by any Users. Customer acknowledges and agrees that RuleUp reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes. If at any time RuleUp chooses to monitor the content, RuleUp assumes no responsibility or liability for the content or any loss or damage incurred as a result of the use of the content. During monitoring, information may be examined, recorded, copied, and used in accordance with its Privacy Policy (defined below). RuleUp may block, filter, mute, remove, or disable access to any Content uploaded to or transmitted through the Services without any liability to the User who Posted such Content to the Services or to any other Users of the Services.

13. COMMUNICATIONS

RuleUp may send Customer and Users emails concerning RuleUp’s products and services, as well as those of third parties. Customer and Users may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. RuleUp and those acting on our behalf may send text (SMS) messages to the phone number provided by or on behalf of the applicable Customer or User. These messages may include operational messages about use of the Service, as well as marketing messages. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever Customer or a User sends or receives such messages. Customer or any User may opt out of text messages from RuleUp by contacting support at contact@ruleup.ai. Customer or any User may opt out of marketing messages by texting “STOP” to the number that sends the text messages and may opt out of all text messages from RuleUp by texting “STOPALL” to the number that sends the text messages. Customer or Users may continue to receive text messages for a short period while RuleUp processes the opt-out request. Customer’s or a User’s agreement to receive marketing texts is not a condition of any purchase on or use of any of the Services.

14. MODIFICATION OF TERMS

RuleUp may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for Customers and with respect to Covered Users, material revisions will, unless otherwise stated, take effect upon the earlier of (a) the beginning of the next Subscription Term; or (b) Customer’s execution of an Order that expressly references and incorporates the modified version of the Terms. If Customer does not agree to the modified version of the Terms, Customer should remove all Customer Data and discontinue use of the Services. Except as expressly permitted in this Section 14, these Terms may be amended only by a written agreement signed by authorized representatives of you and RuleUp.

15. TERM, TERMINATION, AND MODIFICATION OF THE SERVICES

15.1. Term

These Terms are effective beginning when you accept the Terms or first access or use any of the Services (including, with respect to Customer, when the first of any of Customer’s Covered Users access or use the Platform) and ending when terminated as described in Section 15.2.

15.2. Termination

If Customer or any of its Covered Users violates any provision of these Terms, these Terms and Customer’s authorization to access (and to allow Covered Users to access) the Services will automatically terminate. In addition, with respect to Free Trials or other Services for which RuleUp does not charge a fee, RuleUp may, at its sole discretion, terminate these Terms or any or all account(s) with respect to the applicable Service, or suspend or terminate any User’s access to the applicable Service, at any time for any reason or no reason, with or without notice. Customer may terminate Customer’s account(s) (including accounts for its Covered Users) and these Terms at any time by clicking the “Cancel Account” (or similarly designated) button in the Platform’s “Account” section or following other termination procedures as may be specified within the Platform or by contacting customer service at contact@ruleup.ai.

15.3. Effect of Termination

Upon termination of these Terms:
(a) Customer’s and its Covered Users’ license rights will terminate, and you and any associated Covered Users must immediately cease all use of the Services;
(b) you and any associated Covered Users will no longer be authorized to access accounts on the Platform;
(c) Customer must pay RuleUp any unpaid amount that was due prior to termination; and
(d) all payment obligations accrued prior to termination and Sections 7.4 (Feedback), 8 (Responsibilities and IP), 9 (Restrictions), 10 (Confidentiality), 11.2 (Linked Websites), 12.2 (Limited License to Customer Data), 12.3 (Aggregated Data), 12.4 (Customer Metadata), 12.7 (Restrictions), 15.3 (Effect of Termination), 16 (Indemnification), 17 (Disclaimers; No Warranties); 18 (Limitation of Liability), and 19 (Miscellaneous) will survive. If your account (or, with respect to Customer, any of your Covered Users’ accounts) has been terminated for a breach of these Terms, then you are prohibited from creating (or, as applicable, allowing your Covered Users to create) a new account on any of the Services using a different name, email address, or other form of account verification.

15.4. Modification of the Services

RuleUp reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. RuleUp will have no liability for any change to the Services or any suspension or termination of Customer’s or any User’s access to or use of the Services. RuleUp has no obligation to include or retain, or provide notice regarding changes to, any particular design, functionality, or features in any version or portion of the Services. Customer’s purchases are not contingent on any future functionality or features, or dependent on any oral or written public comments made by or on behalf of RuleUp regarding future functionality or features.

16. INDEMNIFICATION

16.1. Indemnification by RuleUp

RuleUp will defend Customer from and against any third-party claim to the extent alleging that a Service, as operated by RuleUp, when used by Customer as permitted under these Terms and the applicable Order, infringes or misappropriates a third-party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by RuleUp resulting from the claim.

16.2. Indemnification by Customer

Customer will defend RuleUp and its Affiliates (the “RuleUp Group”) from and against any third-party claim to the extent resulting from Customer Data or Customer’s (including any of its Covered Users’) breach or alleged breach of Section 8.1 (Compliance), and will indemnify RuleUp against any damages and costs awarded against RuleUp (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.

16.3. Procedures

The indemnifying party’s obligations in this Section 16 are subject to it receiving:
(a) prompt written notice of the claim;
(b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and
(c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when RuleUp is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

16.4. Mitigation

In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as RuleUp determines necessary to avoid material liability, RuleUp may at its option:
(a) procure rights for Customer’s continued use of the applicable Service;
(b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the Service’s overall functionality; or
(c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

16.5. Exceptions

RuleUp’s obligations in this Section 16 do not apply:
(a) to infringement or misappropriation resulting from Customer’s modification of Services or use of Services in combination with items not provided by RuleUp (including third-party platforms);
(b) to unauthorized use of any Service;
(c) if Customer settles or makes any admissions about a claim without RuleUp’s prior consent; or
(d) to free or evaluation use of any Service.

16.6. Exclusive Remedy

This Section 16 sets out Customer’s exclusive remedy and RuleUp’s entire liability regarding infringement or misappropriation of third-party intellectual property rights.

17. DISCLAIMERS; NO WARRANTIES

17.1. THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. RULEUP DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. RULEUP DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND RULEUP DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

17.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ANY USER FROM THE SERVICES OR ANY MEMBER OF THE RULEUP GROUP OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING THE RULEUP GROUP OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. THE RULEUP GROUP IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES. CUSTOMER AND ANY USER USE ANY PORTION OF THE SERVICE AT CUSTOMER’S OR USER’S OWN DISCRETION AND RISK, AND THE RULEUP GROUP IS NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S OR ANY USER’S OR ANY THIRD PARTY’S PROPERTY (INCLUDING COMPUTER SYSTEMS OR MOBILE DEVICES USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA.

17.3. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 17 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. RuleUp does not disclaim any warranty or other right that RuleUp is prohibited from disclaiming under applicable law.

18. LIMITATION OF LIABILITY

18.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY MEMBER OF THE RULEUP GROUP BE LIABLE TO CUSTOMER OR ANY USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO CUSTOMER’S OR ANY USER’S ACCESS TO OR USE OF, OR CUSTOMER’S OR ANY USER’S INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY RULEUP ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

18.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE RULEUP GROUP TO CUSTOMER (AND ITS COVERED USERS) OR ANY SITE VISITOR FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT CUSTOMER HAS PAID TO RULEUP FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US $100.

18.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN YOU AND RULEUP UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND RULEUP. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. MISCELLANEOUS

19.1. General Terms

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and RuleUp regarding your use (and, with respect to Customer, Covered Users’ use) of the Services and supersede all previous oral and written communications regarding these matters, all of which are merged into these Terms, except that these Terms do not supersede any prior nondisclosure or comparable agreement between you and any member of the RuleUp Group executed prior to entering into these Terms. The failure to require performance of any provision will not affect RuleUp’s right to require performance at any other time after that, nor will a waiver by RuleUp of any breach or default of any provision of these Terms be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

19.2. Assignment

You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without RuleUp’s prior written consent. RuleUp may assign these Terms and all rights granted under these Terms, including with respect to Customer Data, at any time without notice or consent. Notwithstanding the foregoing, Customer may assign these Terms in whole to a successor in connection with a merger, consolidation, or acquisition of all or substantially all of Customer’s assets, for which no consent shall be required.

19.3. Force Majeure

Neither you nor RuleUp will be in breach due to any delay or failure to perform resulting from any cause or condition beyond such party’s reasonable control (each, a “Force Majeure Event”). If a Force Majeure Event materially delays or prevents RuleUp’s performance, the fees (if any) paid by Customer with respect to the delayed or prevented performance will be equitably adjusted. The party seeking relief from performance must (a) provide notice of the circumstances as soon as practicable; (b) use commercially reasonable efforts to avoid or mitigate them; and (c) resume performance as soon as practicable. If the failure or delay continues for more than 30 days, then the other party may terminate these Terms without liability, except that, if Customer terminates these Terms due to RuleUp’s failure to perform as a result of a Force Majeure Event, RuleUp shall provide a prorated refund for any prepaid fees for the remaining portion of the Subscription Term for Subscriptions then in effect. This section will not apply to any accrued payment obligations.

19.4. Relationship of the Parties and Third-Party Beneficiaries

You and RuleUp are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and RuleUp. Each of you and RuleUp will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. There are no third-party beneficiaries under these Terms.

19.5. Governing Law

These Terms are governed by the laws of the State of Washington without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. Customer and RuleUp submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington for resolution of any lawsuit or court proceeding permitted under these Terms.

19.6. Privacy Policy

Please read RuleUp’s Privacy Policy at https://ruleup.io/privacy-policy (the “Privacy Policy”) carefully for information relating to its collection, use, storage, and disclosure of Customer’s personal information.

19.7. Additional Terms

Customer’s use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that RuleUp may post on or link to from the Services (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

19.8. Consent to Electronic Communications

By using the Services and agreeing to these Terms, Customer consents to receiving certain limited electronic communications from RuleUp. Customer agrees that any notices, agreements, disclosures, or other communications that RuleUp sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.

19.9. Contact Information

The Services are offered by RuleUp Inc. located at [Company Address]. Customer may contact RuleUp by sending correspondence to that address or by emailing RuleUp at contact@ruleup.ai.

19.10. Notice to California Residents

If Customer is a California resident, under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

19.11. No Support

RuleUp is under no obligation to provide support for the Services unless the applicable Subscription is a Paid Version that Customer is current in payments for and specifically includes support (and in such case, RuleUp is only obligated to use commercially reasonable efforts to provide the support specified for that Subscription). In instances where RuleUp may offer support, the support will be subject to published policies.

19.12. International Use

RuleUp makes no representation that the Services are appropriate or available for use outside of the United States. Access to the Services from countries or territories or by individuals where such access is illegal is prohibited.