Rufus Labs, Inc.
Standard Terms and Conditions of Sale
These Terms and Conditions ("Agreement") govern all sales and subscriptions of Rufus Labs, Inc. ("Rufus" or “Seller”) hardware, software-as-a-service ("SaaS"), and related services (collectively, the "Products and Services") to the customer identified in the applicable purchase order, quote, or order form ("Customer" or “Buyer”). By placing a purchase order, executing a quote, or signing an order form, Customer agrees to be bound by these Terms.
1. DEFINITIONS
“Products” means equipment, accessories, parts, hardware, software licenses, and related deliverables provided by Rufus.
“Services” means SaaS subscriptions, support, and professional services provided by Rufus.
“Customer Data” means all data input by Customer or its users into the SaaS platform.
“Order Form/Quote” means a written document issued by Rufus and accepted by Customer specifying Products/Services, fees, and terms.
“Licensed Programs” means software proprietary to Rufus, including firmware embedded in hardware.
2. QUOTATIONS
Unless otherwise expressly stated in writing by Rufus, all quotations expire thirty (30) days after issuance. In case of conflict or inconsistency, documents shall prevail in this order: (i) Rufus’ acknowledgment note (if any); (ii) Rufus’ quotation; (iii) this Agreement.
3. FEES & PAYMENT
3.1 Hardware. Unless otherwise expressly approved in writing: (i) Rufus invoices 100% of hardware fees in advance upon shipment and Customer pays in advance of shipment; (ii) shipment is contingent on full payment.
3.2 SaaS. Subscription fees are invoiced and payable as stated in the applicable Order Form (typically annually in advance).
3.3 Services. Professional services are invoiced upon completion unless otherwise stated.
3.4 Currency. All payments are in U.S. Dollars (USD).
3.5 Late Payments. Overdue amounts accrue interest at 1.5% per month or maximum allowable by law. Rufus may suspend obligations, terminate Orders, or void warranties for non-payment. Credit, if extended, may be revoked at Rufus’ discretion.
3.6 Taxes. Prices exclude all applicable taxes and duties. Customer is responsible for all such taxes, except taxes on Rufus’ income. To claim exemption, Customer must provide valid certificates at order placement.
3.7 Payment Security. Rufus may require letters of credit, guarantees, or other assurances. Payment is not received until irrevocable funds clear.
3.8 Survival. Payment obligations survive expiration or termination.
4. DELIVERY, TITLE & ACCEPTANCE
4.1 Delivery terms are FCA Rufus’ manufacturing location or, at Rufus’ option, Rufus’ distribution center. Risk of loss transfers upon delivery to carrier. Title to hardware passes upon delivery, except all intellectual property rights embodied in Products remain with Rufus.
4.2 Absent written instructions, Rufus will select the carrier. Rufus is not liable for delays, damages, or failure to provide notice by carriers.
4.3 Delivery dates are estimates only. Rufus is not liable for loss or expense due to delays or failure to ship on estimated dates.
4.4 Rufus may ship partial orders; Customer must pay for each shipment when due.
4.5 Hardware is deemed accepted upon shipment. Any receiving individual at Customer site has authority to accept delivery.
5. LICENSE & USAGE RIGHTS
5.1 Grant. Subject to this Agreement, Rufus grants Customer a limited, non-exclusive, non-transferable right to access and use Rufus WorkHero Software (SaaS) during the subscription term for internal business purposes.
5.2 Restrictions. Customer may not: (a) sublicense, resell, or distribute Rufus WorkHero Software (SaaS); (b) reverse engineer, decompile, or disassemble; (c) access SaaS for competitive purposes; (d) interfere with security features.
5.3 Service Levels. Rufus shall use commercially reasonable efforts to provide 99.7% uptime, excluding scheduled maintenance and force majeure.
6. CUSTOMER OBLIGATIONS
Ensure only Authorized Users access Rufus WorkHero software and Rufus hardware.
Maintain credential confidentiality.
Comply with laws, including data protection and export.
Cooperate reasonably in implementation/support.
Customer also agrees to be bound by the Rufus Platform Privacy Policy available at: https://www.getrufus.com/platformprivacy.
7. DATA PROTECTION & SECURITY
7.1 Ownership. Customer retains all rights in Customer Data.
7.2 Processing. Rufus will process Customer Data in accordance with GDPR, CCPA, and Rufus’ Privacy Policy.
7.3 Security Measures. Rufus will maintain industry-standard safeguards, including encryption, access control, monitoring, and secure hosting.
7.4 Subprocessors. Rufus may use subprocessors subject to obligations of confidentiality and equivalent protections.
7.5 Breach Notice. Rufus will notify Customer promptly of confirmed security incidents involving Customer Data.
7.6 Return/Deletion. Upon Customer’s written request, Rufus will return or delete Customer Data, unless legally required to retain it.
8. CONFIDENTIALITY & SOFTWARE
8.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including software, pricing, business plans, customer lists, technical data, and, in the case of Rufus, all intellectual property and Licensed Programs. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) was rightfully known to the Receiving Party before disclosure without confidential restriction from a source other than the Disclosing Party; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; (iv) is approved for unrestricted disclosure by the Disclosing Party in a signed writing; or (v) is required to be disclosed by applicable law or court order, provided the Receiving Party gives the Disclosing Party prompt prior written notice and cooperates to limit the scope of such disclosure.
8.2 Nondisclosure. Each party agrees to: (a) hold the other party's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care; (b) use the other party's Confidential Information only as permitted under this Agreement; and (c) disclose the other party's Confidential Information only to its employees, advisors, agents, consultants, and investors who have a need to know and who are bound by written confidentiality obligations no less protective than those in this Section.
8.3 Permitted Disclosures. Each party may disclose the other's Confidential Information to the extent required by law, regulation, or court order, provided the Receiving Party: (i) promptly notifies the Disclosing Party in writing before disclosure; (ii) asserts the privileged and confidential nature of the information against the third party seeking disclosure; and (iii) cooperates fully with the Disclosing Party to obtain a protective order or other appropriate protection.
8.4 Terms of Agreement Confidential. Each party agrees not to disclose to any third party the terms of this Agreement, including pricing reflected on any Quote, without the prior written consent of the other party, except to employees, advisors, agents, consultants, and investors on a need-to-know basis under circumstances that reasonably ensure confidentiality, or to the extent required by law.
8.5 Software & Firmware. To the extent Products or Services include Rufus software or firmware ("Licensed Programs"), Customer acknowledges such Licensed Programs contain Rufus trade secrets and Confidential Information. Title remains with Rufus. Rufus grants Customer a non-transferable, non-exclusive license to use Licensed Programs solely with Products.
8.6 Remedies. The parties agree that legal remedies may be inadequate for a breach of this Section, and the non-breaching party is entitled to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
8.7 Survival. Confidentiality obligations survive for three (3) years post-termination; obligations as to trade secrets survive indefinitely.
9. WARRANTIES
9.1 Hardware Warranty. Rufus warrants hardware to be free from material defects in materials and workmanship. Warranty exclusions: (i) non-reproducible defects; (ii) misuse; (iii) unauthorized modifications; (iv) damage from Customer negligence or improper use; (v) third-party software/hardware issues; (vi) normal wear and tear.
9.2 SaaS Warranty. Rufus warrants SaaS will materially conform to documentation and be provided in a professional manner consistent with laws.
9.3 Disclaimer. THESE WARRANTIES ARE EXCLUSIVE. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, OR COURSE OF DEALING, ARE DISCLAIMED. Oral or written information does not create additional warranties.
10. INFRINGEMENT CLAIMS
10.1 Rufus shall defend or settle third-party claims alleging Rufus Products/Services infringe patents or copyrights, provided Customer: (i) promptly notifies Rufus; (ii) gives Rufus sole control; (iii) provides cooperation.
10.2 Remedies: Rufus may (x) obtain a license; (y) replace or modify to avoid infringement; or (z) refund fees (hardware depreciated for use).
10.3 Exclusions: No obligation for claims based on (i) combinations with non-Rufus products; (ii) modifications not authorized; (iii) compliance with Customer specifications; (iv) continued use after notice to discontinue.
10.4 This Section provides Customer’s sole and exclusive remedy for IP infringement claims.
11. LIMITATION OF LIABILITY
11.1 Neither Party is liable for indirect, incidental, punitive, or consequential damages, including lost profits, business, or goodwill.
11.2 Caps: Rufus’ liability shall not exceed (i) amounts paid for the affected Product (hardware); (ii) SaaS fees paid in prior 12 months (software); or (iii) $250,000, whichever is greater.
11.3 Carve-Outs: Limits do not apply to confidentiality breaches, indemnification, gross negligence, or willful misconduct.
12. SECURITY INTEREST (Hardware)
Customer grants Rufus a purchase-money security interest in non-software Products until payment is made in full, including proceeds and receivables. Customer agrees to execute filings and pay Rufus’ costs of collection, including attorneys’ fees.
13. DELAYED ORDERS & CANCELLATIONS (Hardware)
13.1 Buyer may not delay shipments less than thirty (30) days before scheduled shipment, or services less than fifteen (15) days before scheduled start.
13.2 No postponement may exceed three (3) months; attempts constitute cancellation.
13.3 Custom, modified, or special Products are non-cancellable.
13.4 Orders cancelled within thirty (30) days of shipment may incur damages including lost profits.
14. FORCE MAJEURE
14.1 Neither Party shall be liable for delays due to events beyond reasonable control, including natural disasters, acts of government, terrorism, labor disputes, supply chain failures, or internet outages.
14.2 If performance is delayed, the affected Party may suspend obligations until resolution. Rufus remains entitled to payment for Products delivered and Services commenced prior to suspension.
15. CUSTOMER DATA
15.1 Ownership. Customer retains all rights, title, and interest in and to Customer Data.
15.2 Processing. The processing of Customer Data shall be governed by Rufus’ Privacy Policy (available at https://www.getrufus.com/platformprivacy), as updated from time to time at Rufus’ discretion.
15.3 Responsibilities. Customer is responsible for vulnerabilities and consequences arising from its own network, systems, or configuration.
15.4 Anonymized Data. Notwithstanding the foregoing, Rufus may collect, use, and disclose anonymized and aggregated data derived from Customer Data for any lawful purpose, including but not limited to improving its services, product development, analytics, and marketing.
15.5 Return/Deletion. Upon Customer’s written request, Rufus will return or delete Customer Data, unless legally required to retain it.
16. COMPLIANCE & EXPORT CONTROL
16.1 Each Party shall comply with laws including anti-bribery, anti-corruption, and export controls.
16.2 By placing a purchase order, Customer acknowledges that Products, Services, and related technology may be subject to U.S. and international export control and trade sanction laws, which may apply extraterritorially.
16.3 Customer represents and warrants that: (i) it is not located in, under the control of, or a national or resident of Cuba, Iran, North Korea, Syria, Crimea Region of Ukraine, or any other restricted country; (ii) it will not transfer, export, or re-export Products or Services to such countries or their nationals; (iii) it will not use Products or Services in activities related to weapons of mass destruction, including nuclear, missile, or chemical/biological weapons; (iv) it will not transfer, export, or re-export Products or Services to any party on restricted party lists; (v) it will not transfer Products or Services subject to licensing requirements without proper authorization.
16.4 Customer confirms compliance with U.S. “military end-user” and “military end-use” restrictions (15 CFR Part 744), including prohibitions related to Myanmar, Russia, Venezuela, and China.
16.5 Customer confirms that no Products purchased are destined for prohibited military or intelligence end-use or end-users.
16.6 Customer acknowledges Rufus is not responsible for obtaining export licenses for Customer’s resale, transfer, or re-export of Products or Services.
17. PUBLICITY
17.1 Neither Party shall issue press releases or make public statements regarding the other Party without prior written consent.
17.2 Notwithstanding the foregoing, Rufus may, without Customer’s consent, develop marketing materials, case studies, or success stories related to the sale of Products or Services to Customer. Rufus may disclose Customer’s name, logo, and a general description of Products and Services purchased in marketing, promotional materials, websites, social media, presentations, events, training, interviews, and similar channels.
17.3 Customer may object in writing, in which case Rufus will cease using Customer’s name and logo in future materials but may continue to reference pre-existing publications.
18. NON-SOLICITATION
During the Term and for twelve (12) months thereafter, neither Party shall solicit or hire employees of the other materially involved in performance under this Agreement, except via general public advertisements.
19. GOVERNING LAW & DISPUTES
19.1 This Agreement shall be governed by California law, excluding conflicts rules.
19.2 Dispute Resolution Process. The Parties will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and in the spirit of mutual cooperation. If those attempts fail, the dispute shall be submitted to non-binding mediation with a mutually acceptable mediator, to be selected within twenty-one (21) calendar days after written notice by either Party demanding mediation. Neither Party may unreasonably withhold consent to mediator selection, and both Parties shall share mediation costs equally.
19.3 If the dispute is not resolved through negotiation or mediation within forty-five (45) calendar days of the initial written notice demanding mediation (unless extended in writing), either Party may pursue resolution through (i) binding arbitration under JAMS in Los Angeles, California, or (ii) judicial proceedings for claims involving intellectual property rights or where interim relief is necessary to prevent irreparable harm.
19.4 Customer irrevocably consents to the exclusive jurisdiction of the state and federal courts in Los Angeles County, California, and waives any objection to venue as inconvenient.
19.5 Final judgments may be enforced in any other jurisdiction by suit on the judgment or other enforcement permitted by law. These provisions survive termination.
20. OTHER PRODUCTS AND SERVICES
Customer acknowledges and accepts responsibility for the selection of Products and Services to achieve its intended results, as well as their installation, integration, and use. Customer is solely responsible for the selection and use of any other equipment, software, or services acquired from third parties and used in connection with Rufus Products or Services. Rufus has no responsibility for planning, development, implementation, installation, system integration, or support unless expressly provided under a separate written consulting or service agreement.
21. CUSTOMER INDEMNIFICATION
Customer shall defend, indemnify, and hold harmless Rufus and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and costs (including reasonable attorneys' fees) arising out of or related to: (a) Customer's material breach of this Agreement; (b) Customer's use of Products or Services in violation of applicable law; (c) any content, data, or communications transmitted by Customer through the Services; or (d) Customer's gross negligence or willful misconduct. Customer's indemnification obligations are conditioned on Rufus: (i) promptly notifying Customer in writing of the claim; (ii) granting Customer sole control of the defense and settlement (provided no settlement imposes obligations on Rufus without Rufus' prior written consent); and (iii) providing reasonable cooperation at Customer's expense.
22. MISCELLANEOUS
22.1 Assignment. Customer may not assign without Rufus’ prior written consent; Rufus may assign in mergers, acquisitions, or sale of assets.
22.2 Subcontractors. Rufus may subcontract obligations but remains responsible.
22.3 Independent Contractor. The Parties remain independent contractors. Nothing creates a partnership, joint venture, or agency. Each Party is responsible for its employees and obligations.
22.4 No Third Party Beneficiaries. No third-party rights exist.
22.5 Entire Agreement. This Agreement, including Order Forms/Quotes, constitutes the full agreement, superseding prior terms.
22.6 Amendments. Rufus may update these Terms from time to time by posting the revised version at getrufus.com/standard-terms-conditions-for-sale. Rufus will provide Customer with at least thirty (30) days' prior written notice of any material changes, which notice may be delivered by email to the address on file or by prominent notice within the Rufus WorkHero platform. Customer's continued use of Products or Services after the effective date of any updated Terms constitutes acceptance of the revised Terms. For Customers with active Order Forms or Quotes, updated Terms take effect at the start of the next Renewal Term unless otherwise agreed in writing. Notwithstanding the foregoing, amendments to an executed Order Form or Quote require mutual written agreement.
22.7 Notices. Must be delivered in writing (by hand, email, facsimile, or overnight courier) to addresses stated in the Order Form or invoice.
22.8 Severability. Invalid provisions shall not affect enforceability of the remainder.
22.9 Waiver. Except for Customer’s failure to give notice of IP claims, delay or failure to exercise rights shall not waive them.
22.10 Use Restrictions. Customer shall ensure employees and users comply with these Terms, and shall not reverse engineer, copy, or share Products or Services with unauthorized third parties.
22.11 Ownership of Improvements. Rufus owns all rights, title, and interest in any improvements, modifications, enhancements, or derivative works of Products/Services, whether created by Rufus or Customer.
22.12 Order of Precedence. In the event of a conflict or inconsistency between these Terms and Conditions, any Order Form or Quote, and any other written agreement between Customer and Rufus Labs, Inc., the following order of precedence shall apply: (i) any Master Services Agreement executed between Customer and Rufus Labs, (ii) the applicable Order Form(s) or Quote(s), and (iii) these Terms and Conditions. Notwithstanding the foregoing, an Order Form or Quote may expressly override specific provisions of these Terms and Conditions if clearly stated in such Order Form or Quote.
22.13 Electronic Acceptance.This Agreement may be accepted electronically, including by click-through acceptance or by signing an Order Form or Quote that references these Terms. Any such electronic acceptance constitutes a legally binding agreement with the same effect as a handwritten signature.
END OF STANDARD TERMS & CONDITIONS OF SALE