Terms of Service

Last Updated: July 1, 2025

IMPORTANT – READ CAREFULLY. These Terms of Service (“Terms”) form a binding legal agreement between you (“Customer,” “you,” or “your”) and Rurban, a US corporation (“Company,” “we,” “us,” or “our”). By accessing or using any Company websites, mobile applications, application-programming interfaces (APIs), software, documentation, or related services (collectively, the “Services”), you agree to be bound by these Terms and our Privacy Notice (incorporated herein by reference). If you do not accept these Terms, do not use the Services.

Section 15 contains a mandatory arbitration and class-action waiver that affects your legal rights. Please review it carefully.

1. Eligibility, Accounts & Access

1.1 Authority. If you accept these Terms on behalf of an entity, you affirm that you have authority to bind that entity. “You” will then refer to that entity.

1.2 Minimum Age. The Services are not directed to children under 13 (or older if required by applicable law); you must be at least that age to use the Services.

1.3 Registration. You must provide accurate, current, and complete information when creating an account and keep it updated. You are responsible for all activities under your credentials and must safeguard your password.

2. Subscriptions, Free Trials & Fees

2.1 Plans. We may offer free, freemium, or paid subscription plans (“Plans”). Plan features, usage limits, billing terms, and pricing appear on the order form or on our pricing page.

2.2 Fees & Payment. You authorize us (or our payment processor) to charge all fees using your selected payment method on the billing schedule for your Plan. Fees are non-refundable except as expressly stated herein or required by law.

2.3 Taxes. Fees are exclusive of taxes, duties, levies, or similar governmental assessments. You are responsible for such charges, excluding taxes on our net income.

2.4 Overages. If your usage exceeds Plan limits, we may automatically upgrade you or invoice overage fees at our then-current rates.

3. License & Customer Data

3.1 Our License to You. Subject to these Terms and timely payment, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for your internal business or personal purposes.

3.2 Your Content. “Customer Data” means data, files, or content you or your end users upload to or generate through the Services. Except for the limited rights granted to us herein, you retain all right, title, and interest in Customer Data.

3.3 Our Use of Customer Data. You grant us a worldwide, royalty-free license to host, copy, process, transmit, display, and back-up Customer Data as necessary to provide, maintain, and improve the Services and to comply with law. We may create de-identified, aggregated data derived from Customer Data and Service usage (“Aggregated Data”) and use it for lawful business purposes, provided it does not identify you or any natural person.

3.4 Data Security. We maintain commercially reasonable safeguards designed to protect Customer Data. No method of transmission or storage is completely secure; you use the Services at your own risk.

3.5 Data Processing Addendum. If required by GDPR, CCPA, or similar law, contact us for a Data Processing Addendum (“DPA”). Upon execution, the DPA is incorporated by reference.

4. Acceptable Use

You will not, and will not allow any third party to:

• Remove or modify any copyright, trademark, or proprietary notices in the Services;
• Reverse engineer, decompile, or otherwise attempt to discover source code (except to the limited extent applicable law permits despite this limitation);
• Access or use the Services for competitive analysis or to build a competing product or service;
• Upload or transmit content that is unlawful, harmful, obscene, infringing, defamatory, or otherwise objectionable;
• Violate any applicable law or regulation, including export controls;
• Interfere with or disrupt the integrity or performance of the Services;
• Attempt to gain unauthorized access to the Services or related systems.

5. Third-Party Services

The Services may enable or require you to use or integrate with third-party products, services, or websites (“Third-Party Services”). Such services are provided under their own terms; we are not responsible for and do not endorse Third-Party Services.

6. Intellectual Property

Except for Customer Data, the Services and all related software, technology, content, and documentation are owned by us or our licensors and are protected by intellectual-property laws. We reserve all rights not expressly granted to you.

7. Confidentiality

Either party (“Discloser”) may provide confidential or proprietary information (“Confidential Information”) to the other party (“Recipient”). Recipient will (a) use Confidential Information only to fulfill obligations or exercise rights under these Terms, (b) protect it with reasonable care, and (c) not disclose it except to employees and contractors who need to know and are bound by similar obligations. Recipient may disclose Confidential Information if required by law after providing prompt notice (where lawful) and cooperating in any effort to obtain protective treatment.

8. Warranties & Disclaimers

8.1 Mutual Warranties. Each party represents it has the legal power and authority to enter these Terms.

8.2 Your Warranties. You warrant that (a) you have all rights to provide Customer Data and (b) your use of the Services and Customer Data will not violate law or third-party rights.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE AND OUR SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. Indemnification

9.1 By You. You will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, and agents from any third-party claims and related liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from (a) Customer Data, (b) your breach of these Terms, or (c) your use of the Services in violation of law or third-party rights.

9.2 Procedure. We will provide prompt notice, allow you to control the defense (subject to our right to approve counsel), and cooperate at your expense. You may not settle any claim imposing liability on us without our written consent.

10. Limitation of Liability

10.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION.

10.2 Cap. EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE AMOUNT YOU PAID TO COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (OR, IF NO FEES WERE PAID, USD 100).

10.3 Exceptions. The limits above do not apply to: (a) your payment obligations, (b) your indemnification obligations, (c) breaches of Section 4 or 7, or (d) liability that cannot be limited by law.

11. Term, Suspension & Termination

11.1 Term. These Terms start when you first access the Services and continue until all subscriptions expire or are terminated.

11.2 Suspension. We may suspend access if you violate these Terms, your use threatens the Services, or if required by law. We will use reasonable efforts to give notice and restore access once resolved.

11.3 Termination for Convenience. Either party may terminate a subscription at the end of its current term with proper notice.

11.4 Termination for Cause. Either party may terminate upon thirty (30) days’ notice if the other materially breaches and fails to cure. We may terminate immediately for non-payment.

11.5 Effect of Termination. Upon termination, your license ceases and you must delete Company Confidential Information. We will allow download of Customer Data for thirty (30) days post-termination, after which it may be deleted. Sections 3.3, 4, 6-10, 11.5, 12, 15, and 17 survive.

12. Export & Sanctions

You will comply with all applicable export control and economic sanctions laws. You represent that you are not located in, under control of, or a national/resident of any embargoed country or on any prohibited-person list.

13. Government Users

For U.S. Government users, the Services are “Commercial Computer Software” and “Commercial Computer Software Documentation” as defined in FAR 12.212 and DFARS 227.7202, supplied only with the rights set forth herein.

14. Modifications to Services or Terms

We may modify the Services or these Terms from time to time. Material changes will be announced (e.g., by email or in-product notice) at least thirty (30) days in advance unless required sooner to comply with law or prevent abuse. Continued use after the effective date constitutes acceptance. If you disagree, stop using the Services.

15. Dispute Resolution & Arbitration

15.1 Informal Process. Before filing a claim, each party will attempt to resolve disputes informally by written notice. If unresolved after thirty (30) days, either party may commence arbitration.

15.2 Agreement to Arbitrate. Except for small-claims or injunctive relief, all disputes will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in English, before a single arbitrator in NY, NY.

15.3 Class-Action Waiver. ARBITRATION MAY ONLY BE CONDUCTED ON AN INDIVIDUAL BASIS; CLASS, CONSOLIDATED, OR REPRESENTATIVE ARBITRATIONS AND ACTIONS ARE NOT PERMITTED.

15.4 Opt-Out. You may opt out of arbitration by sending written notice toinfo@rurban.com within thirty (30) days of first accepting these Terms. The opt-out will not affect prior arbitration agreements.

15.5 Governing Law. These Terms are governed by the laws of the State of NY, excluding conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

16. Publicity

Unless you notify us at info@rurban.com, we may use your name and logo to identify you as a customer on our website and marketing materials; you may withdraw this permission at any time.

17. General

17.1 Entire Agreement. These Terms (and any Order Forms, DPAs, or referenced documents) constitute the entire agreement and supersede all prior agreements regarding their subject matter.

17.2 Notices. Notices must be in writing and delivered by personal delivery, certified mail (return receipt requested), or email with confirmation to the address in the Order Form or, if none, the recipient’s principal place of business. Email notices to Company must be sent to info@rurban.com.

17.3 Assignment. You may not assign these Terms without our written consent; any attempted assignment is void. We may assign to an affiliate or as part of a merger, acquisition, or asset sale.

17.4 Force Majeure. Neither party is liable for delay or failure due to events beyond reasonable control (e.g., natural disasters, war, terrorism, labor disputes, government action).

17.5 Independent Contractors. The parties are independent contractors; these Terms do not create a partnership, joint venture, or agency.

17.6 Severability & Waiver. If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce any provision is not a waiver.

17.7 Headings. Headings are for convenience and do not affect interpretation.

17.8 Feedback. If you provide feedback or suggestions, you grant Company a perpetual, irrevocable, royalty-free license to use it for any purpose without obligation to you.

18. Contact

Questions? Contact us at info@rurban.com