Rubico Master Services Terms and Conditions

1. Contract Formation and Electronic Acceptance

Electronic Assent

Client agrees that electronic acceptance of these Terms constitutes a valid and binding contract. When these Terms are presented on Rubico’s website, Client’s authorized representative accepts them by checking the designated checkbox and completing the purchase process. This electronic action serves as Client’s signature and binding assent.

Record Keeping

Rubico may retain electronic records of this acceptance, including the date, time, IP address, customer information, and transaction metadata. Electronic copies of this Agreement satisfy any legal requirement that agreements be executed in writing.

Precedence of Terms

Every Order is governed by these Terms. If an Order explicitly conflicts with these Terms, the terms of the Order will control solely for that specific conflict. Any terms in Client document that are inconsistent with or additional to this Agreement shall be void unless expressly accepted in writing by an authorized officer of Rubico.

Changes to Terms

Rubico may update these Terms; updates apply only to future Orders and will not retroactively modify active engagements.

2. Services and Client Engagements

General Services

Rubico provides technical Services on a professional-services, best-efforts basis. Rubico retains sole discretion regarding the personnel assigned to perform the Services and may replace or substitute personnel at any time. Client is purchasing access to Rubico’s technical expertise and engineering resources on a time-based or model-based allocation, and is not purchasing a specified number of lines of code, commits, features, fixes, or other guaranteed outcomes unless expressly stated in an Order.

Initial Two-Business-Day Engagement

• Scope: The initial engagement (the “Initial Engagement”) consists of access to a Technical Expert backed by Rubico’s engineering team for a period of two (2) Business Days for a flat fee of US$500. A “Business Day” means Monday through Friday, excluding U.S. federal holidays observed by Rubico.
• Meetings: The Initial Engagement begins with a virtual Kickoff Meeting of approximately forty-five (45) minutes. During this meeting, Rubico and Client will review the Client’s technical environment, establish core objectives, and align on what can reasonably be accomplished. The specific timing of the Kickoff and Delivery Meetings will be mutually agreed between Rubico and Client.
• Refund Window: Client may elect not to proceed during or before the conclusion of the Kickoff Meeting and receive a full refund of the US$500 fee. If Client elects to proceed after the Kickoff Meeting, the Initial Engagement fee becomes completely non-refundable.

Subsequent Services

Following the Initial Engagement, Client may purchase subsequent Services. Unless otherwise agreed in writing, subsequent Services fall into the following models:

• Weekly Services: Billed at a flat rate of US$1,250 per week, subject to a minimum commitment of one (1) week. Weekly Services require a minimum of one (1) week’s notice to terminate or reduce the commitment level. All Weekly Services are strictly subject to engineering resource availability.
• Monthly Services: Billed at a flat rate of US$4,500 per month, subject to a minimum commitment of one (1) month. Monthly Services require a minimum of one (1) month’s notice to terminate or reduce the commitment level.
• Custom Commercial Terms: The parties may mutually agree in writing (via email or signed document) to alternative rates, commitments, schedules, or personnel arrangements. Unless expressly stated otherwise, all such custom engagements remain fully governed by these Terms.

No Guaranteed Outcome

Software engineering is inherently experimental. Rubico does not warrant or guarantee that any particular bug will be resolved, features will be fully functional, or specific technical or business metrics will be achieved. Rubico’s sole commitment is to perform the Services in a professional, workmanlike manner using commercially reasonable efforts consistent with industry standards.

3. Feature Delivery and Acceptance

Delivery of Features

Rubico will deliver completed modules, code repositories, staging links, or isolated functional components (each, a “Feature”) to Client for testing and acceptance. Features are considered delivered when Rubico demonstrates the Feature via video conference, shares a staging link, commits code to a shared repository, or provides written notice of delivery.

Deemed Acceptance

Client must promptly test and review each Feature. If Client does not reject a Feature in writing (identifying specific, detailed functional errors or deviations from agreed specifications) within five (5) business days of delivery, the Feature will be legally deemed accepted.

Acceptance by Payment

Payment of any invoice or transaction charge under which specific Features were developed constitutes final, irrevocable acceptance of all such Features.

Defects versus New Requests

A request to alter the design, visual layout, or behavior of an already developed Feature is considered a new task and not a software defect. Rubico maintains a binding external Defect Policy (located at www.RubicoTech.com/DefectPolicy) which is incorporated into this Agreement. Rubico retains final, reasonable determination over whether a client request represents a genuine defect or a new functional task.

4. Access, Security, and Backups

Client Cooperation

Client agrees to provide Rubico with timely, accurate, and complete access to software, credentials, hosting environments, code repositories, systems, documentation, and personnel (collectively, “Client Materials”) reasonably required to perform the Services. Rubico is not responsible for any delays, defects, or failures resulting from Client’s failure to provide this access.

Security Safeguards

Each party shall maintain commercially reasonable technical, administrative, and physical safeguards to protect credentials and information handled under this Agreement. Rubico personnel will utilize Client credentials solely to perform the Services.

Backups

Client retains sole and absolute responsibility for maintaining comprehensive, independent data backups of its systems, applications, databases, and environments. Client must perform a complete system backup before authorizing Rubico to modify any production, staging, or critical database systems. Rubico is not liable for data loss, alteration, or corruption unless directly caused by Rubico’s gross negligence or willful misconduct.

5. Confidentiality

Confidential Information Defined

“Confidential Information” means all non-public, proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that should reasonably be understood as confidential given the nature of the information. This includes, but is not limited to, source code, designs, business plans, financials, credentials, customer data, and proprietary know-how.

Exclusions

Confidential Information does not include information that:

• was public knowledge without breach of this Agreement;
• was lawfully in the Receiving Party’s possession prior to disclosure;
• was independently developed without reference to the Disclosing Party’s Confidential Information; or
• was lawfully obtained from a third party without confidentiality obligations.

Mutual Protection Obligations

The Receiving Party agrees to:

• use Confidential Information solely to perform or receive the Services under this Agreement;
• protect its secrecy using the same degree of care (but no less than a reasonable standard) it uses for its own sensitive data; and
• disclose it only to employees and authorized subcontractors who have a clear “need-to-know” and are bound by written confidentiality terms.

Compelled Disclosure

If a law, subpoena, or court order requires the Receiving Party to disclose Confidential Information, it will—to the extent legally permitted—provide the Disclosing Party with prompt notice to allow them to seek a protective order, and will disclose only that portion legally required.

6. General Compliance and Accessibility Disclaimer

Americans with Disabilities Act (ADA) Disclaimer

Client acknowledges that public-facing websites and software may be required to comply with Title III of the ADA (and comparable local, state, or international accessibility standards). Unless Rubico explicitly agrees in writing to build or remediate a website to meet specific accessibility guidelines, Rubico assumes zero responsibility or liability for ADA compliance. If Rubico does contractually agree to accessibility work, Rubico’s sole obligation is to make commercially reasonable efforts to align the software with the Web Content Accessibility Guidelines (WCAG) 2.1 standard.

Privacy Laws and Personal Data

Client represents and warrants that it collects and manages all personal, consumer, and user data (“Personal Data”) in strict compliance with all applicable global privacy laws (including GDPR, CCPA/CPRA, and state-level privacy acts). To the extent Rubico processes Personal Data on behalf of Client, Client is the “Business” (or Data Controller) and Rubico is the “Service Provider” (or Data Processor) acting solely on Client’s written directions. Rubico shall not sell, retain, use, or disclose Personal Data for any commercial purpose other than performing the Services.

Payment Card Security (PCI-DSS)

Client is solely responsible for ensuring that its checkout systems, payment processing flows, and website environments satisfy Payment Card Industry Data Security Standards (PCI-DSS). Unless specifically contracted to configure and secure Client’s merchant gateway under a written Order, Rubico disclaims all liability regarding payment security, credit card data storage, or transactional compliance.

General Compliance Indemnity

Client shall defend, indemnify, and hold harmless Rubico from and against any third-party claims, regulatory fines, losses, liabilities, damages, or legal fees arising from the developed software’s non-compliance with ADA accessibility laws, CCPA/GDPR privacy violations, or payment security standards, unless the non-compliance was directly and solely caused by Rubico’s willful failure to follow Client’s explicit, written engineering instructions.

7. Intellectual Property and AI Development

Client Materials

Client retains all right, title, and interest in Client Materials. Client grants Rubico a limited, non-exclusive, fully paid-up, worldwide license to use, host, and modify Client Materials solely to perform the Services.

Work Product Ownership

Subject to the Client paying all applicable fees and reimbursable expenses in full, Client owns the final, custom deliverables specifically created and delivered by Rubico under an Order (the “Work Product”). Rubico hereby assigns all right, title, and interest in such Work Product to Client upon receipt of final payment.

Rubico Materials

Rubico retains sole and exclusive ownership of all software, source code, libraries, frameworks, tools, templates, methodologies, and reusable components owned or developed by Rubico prior to or independently of this Agreement (the “Rubico Materials”). To the extent Rubico Materials are integrated into the final Work Product, Rubico grants Client a non-exclusive, worldwide, perpetual, royalty-free license to use, display, and run such Rubico Materials solely as an inseparable, integrated part of the Work Product.

Third-Party and Open Source Materials

Any third-party software, open-source libraries, APIs, plugins, or commercial components (the “Third-Party Materials”) integrated into the Work Product remain subject to their respective third-party license terms. Rubico does not transfer ownership of Third-Party Materials to Client.

AI-Assisted Development

Client acknowledges and consents to Rubico’s use of artificial intelligence systems, coding assistants, and automated development tools to perform the Services. Rubico will utilize professional judgment, quality assurance testing, and standard code reviews to verify all AI-assisted output.

Portfolio License

Client grants Rubico a non-exclusive, worldwide, royalty-free, perpetual license to use Client’s company name, logo, and general project descriptions in Rubico’s marketing materials, case studies, and professional portfolio.

8. Fees, Payment, and Credit Card Protection

Core Fees

Client agrees to pay the fees set forth in the applicable Order. Initial Engagement fees (US$500) are payable at the time of purchase. Subsequent Weekly or Monthly Services are invoiced by Rubico in advance and are payable within ten (10) days of the invoice date unless otherwise specified.

Late Payments and Suspension

Any undisputed amount remaining unpaid after thirty (30) days from the invoice date shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, if lower). Rubico reserves the right to immediately suspend Services and withhold undelivered Work Product if Client has any overdue, undisputed invoice.

Administrative Markups on Third-Party Purchases

If Client requests Rubico to purchase third-party software, plug-ins, themes, SSL certificates, API keys, or hosting on Client’s behalf, Client shall reimburse Rubico for the actual cost plus a 15% administrative service fee (subject to a minimum fee of US$5 per item).

Administrative Markups

If Client requests Rubico to purchase, license, or pay for any third-party software, plug-ins, themes, SSL certificates, API keys, hosting, cloud infrastructure, SaaS subscriptions, or any other products, services, or materials on Client’s behalf, Client shall reimburse Rubico for the actual cost plus a 15% administrative service fee (subject to a minimum fee of US$5 per item).

Credit Card Transactions, Fees, and Chargeback Protection

• Transaction Fees: For checkout convenience, payments may be made via credit card, subject to any standard processing fees noted during checkout.
• Payment Finality: All Initial Engagement sales are considered final and non-refundable once the Kickoff Meeting concludes. Subsequent Weekly or Monthly payments are non-refundable once the billing period commences.
• Chargeback Abuse Prevention: Disputing a credit card charge directly with the card issuer (a “chargeback”) without first attempting to resolve the payment issue directly with Rubico in writing constitutes a material breach of this Agreement. If Client initiates a chargeback in bad faith and Rubico successfully defends or resolves the dispute, Client agrees to pay Rubico’s actual costs of recovery, including bank chargeback fees, administrative merchant costs, and reasonable collections or attorneys’ fees.

9. Term, Termination, and Data Deletion Policy

Termination for Cause

Either party may terminate this Agreement or any active Order if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of receiving detailed written notice.

Immediate Suspension

Rubico may immediately suspend Services or terminate this Agreement upon written notice if Client fails to pay undisputed fees, fails to provide necessary technical access, engages in unlawful or abusive conduct, or is found to operate in a Restricted Industry under Section 10.

Effect of Termination

Upon termination, Rubico will issue a final invoice for all Services performed up to the date of termination. Client remains liable for all accrued fees. Upon receipt of full and final payment, Rubico will deliver all completed, unpaid Work Product to Client.

Data Retention and Deletion Policy

Following the termination, expiration, or cancellation of Services under an Order, Rubico has no obligation to store, host, or retain Client Materials, databases, code repositories, or Work Product. Rubico may permanently delete all such files, configurations, staging environments, and database backups after fourteen (14) calendar days. Client is solely responsible for exporting and securing its repositories and data prior to the conclusion of the 14-day window.

10. Restricted Industries

Refusal of Service

Rubico maintains strict values regarding corporate and ethical alignment. Rubico is not required to provide, and may immediately refuse or terminate Services in connection with, any Client activity, product, or end-use that involves:

• Illegal activities, illicit drug manufacturing, or unlicensed weapon sales under applicable law;
• Adult content, pornography, or sexually explicit services;
• Gambling, wagering, or betting services;
• Controlled substances or drug paraphernalia;
• Social causes or political organizations promoting views that oppose traditional and historical definitions of marriage and family; or
• Any activity reasonably expected to expose Rubico to heightened regulatory, reputational, or legal risk.

Immediate Termination

If Rubico determines in its sole discretion that Client is utilizing developed software or Rubico’s resources to support a Restricted Industry, Rubico may immediately suspend performance and terminate the Agreement upon written notice, without liability or refund obligation.

11. Warranties, Disclaimers, and Limitations of Liability

Limited Warranty

Rubico warrants that it will perform the Services in a professional, workmanlike manner consistent with commercially reasonable industry standards.

“AS IS” Disclaimer

EXCEPT FOR THE LIMITED WARRANTY STATED ABOVE, ALL SERVICES, WORK PRODUCT, AND DEVELOPED DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RUBICO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RUBICO DOES NOT WARRANT THAT DEVELOPED SOFTWARE WILL BE UNINTERRUPTED, COMPLETELY SECURE, ERROR-FREE, OR FREE OF DEFECTS, OR THAT ALL DEFECTS WILL BE IDENTIFIED OR REMEDIED.

Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RUBICO BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, DATA CORRUPTION, BUSINESS INTERRUPTION, LOSS OF REVENUE, OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RUBICO’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AN ORDER, OR THE SERVICES SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO RUBICO UNDER THE APPLICABLE ORDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$50,000.00.

12. Indemnification

Client shall defend, indemnify, and hold harmless Rubico and its officers, directors, employees, contractors, and representatives from and against any third-party claims, damages, liabilities, costs, losses, and reasonable attorneys’ fees arising out of or relating to: (a) Client Materials or Rubico’s authorized use thereof; (b) Client’s violation of applicable law; (c) Client’s violation of third-party intellectual property or privacy rights; (d) Client’s explicit instructions or engineering directions that cause a third-party claim; or (e) Client’s unauthorized modification or use of the Work Product. Rubico shall provide prompt notice of any such claim and reasonable cooperation at Client’s expense.

13. Mutual Non-Solicitation

Non-Solicitation Restriction

To protect the critical human capital of both parties, during the term of this Agreement and for twelve (12) months following the termination or expiration of Services, neither party shall knowingly and directly solicit for employment, hire, or engage as an independent contractor any employee or direct contractor of the other party who was materially involved in providing or receiving the Services.

Permitted Hiring

This Section does not prohibit:

• general, non-targeted recruitment campaigns or job advertisements;
• hiring an individual who independently approaches a party without any direct solicitation; or
• hiring personnel with the prior written consent of the other party.

14. Miscellaneous

Independent Contractor

Rubico is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Rubico retains sole control over the manner, means, and methods of performing the Services.

Governing Law and Venue

This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict-of-laws principles. The parties agree that the state and federal courts located in Marion County, Indiana shall have exclusive jurisdiction and venue over any litigation arising out of or relating to this Agreement, and each party irrevocably submits to the personal jurisdiction of such courts.

Legal Remedies and Mediation

If a dispute arises, the parties may, by mutual agreement, submit the dispute to non-binding mediation prior to initiating litigation. In any litigation to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and related legal expenses.

Assignment

Client may not assign or transfer this Agreement without Rubico’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of Client’s assets, provided the successor assumes all obligations in writing. Rubico may freely assign this Agreement in connection with a corporate sale, merger, or asset restructuring.

Force Majeure

Neither party shall be liable for delays or failures to perform caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, government orders, telecommunications outages, internet failures, pandemics, or third-party service outages.

Severability and Waiver

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force. The invalid provision will be modified to the minimum extent necessary to make it valid while preserving its commercial intent. A delay or failure to enforce any right does not constitute a waiver of that right.

Entire Agreement

This Agreement, including active Orders, the Defect Policy, and any written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous discussions, agreements, or proposals.

Notices and Contact

Legal notices under this Agreement must be in writing. Notices are deemed delivered when sent to: