Terms of Service

1. Acceptance of Terms

Welcome to RubiconQ. These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and RubiconQ ("we," "our," or "us") regarding your access to and use of our website, services, and products (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

2. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website with a new "Last Updated" date
• Sending you an email notification (if applicable)
• Providing in-app notifications (if applicable)

Your continued use of our Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must discontinue use of our Services.

3. Eligibility

You must be at least 18 years old to use our Services (or the age of majority in your jurisdiction if higher). By using our Services, you represent and warrant that:

• You are at least 18 years of age (or the age of majority in Alberta, Canada, which is 18)
• You have the legal capacity to enter into these Terms
• You will comply with these Terms and all applicable laws and regulations
• All information you provide to us is accurate and complete

3.1 Consumer Protection

If you are a consumer in Alberta, certain provisions of Alberta's Fair Trading Act and Consumer Protection Act may apply to your use of our Services and may provide you with additional rights. Nothing in these Terms is intended to exclude, restrict, or modify rights that cannot be excluded, restricted, or modified under applicable consumer protection legislation.

4. Use of Services

4.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your personal or internal business purposes.

4.2 Acceptable Use

You agree not to:

• Use our Services for any illegal or unauthorized purpose
• Violate any applicable laws, regulations, or third-party rights
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks
• Use any robot, spider, scraper, or other automated means to access the Services
• Transmit any viruses, malware, or other malicious code
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Collect or harvest any personally identifiable information from the Services
• Use the Services to transmit spam, chain letters, or other unsolicited communications
• Reverse engineer, decompile, or disassemble any aspect of the Services

4.3 Account Responsibilities

If you create an account with us, you are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account
• Ensuring that your account information is accurate and up to date

5. Intellectual Property Rights

5.1 Our Intellectual Property

The Services and all content, features, and functionality (including but not limited to text, graphics, logos, icons, images, audio clips, software, and data compilations) are owned by RubiconQ or our licensors and are protected by:

• United States and international copyright laws
• Trademark laws
• Patent laws
• Trade secret laws
• Other intellectual property rights laws

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our content, except as expressly permitted by these Terms or with our prior written consent.

5.2 Trademarks

"RubiconQ" and our logos, service marks, and trademarks (the "RubiconQ Marks") are owned by RubiconQ. You may not use the RubiconQ Marks without our prior written permission. All other trademarks, service marks, and trade names are the property of their respective owners.

5.3 Feedback

If you provide us with any feedback, suggestions, or ideas regarding our Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback into our Services without any obligation to you.

6. Third-Party Services and Links

Our Services may contain links to third-party websites, applications, or services that are not owned or controlled by RubiconQ. We have no control over, and assume no responsibility for:

• The content, privacy policies, or practices of any third-party services
• Any damage or loss caused by your use of third-party services

Your use of third-party services is at your own risk and subject to the terms and conditions of those services.

7. Privacy and Data Protection

Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our data collection, use, and protection practices.

8. Professional Services

If you engage RubiconQ for professional services (such as software development, consulting, or cybersecurity services), additional terms may apply as set forth in a separate written agreement ("Service Agreement"). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement will control with respect to the services provided.

9. Payment Terms

If you purchase services or products from us:

• Fees: You agree to pay all fees as specified in your Service Agreement or invoice
• Payment Method: Payment must be made through approved payment methods
• Late Payment: Overdue payments may be subject to interest charges and suspension of services
• Taxes: You are responsible for all applicable taxes, duties, and government fees
• Refunds: Refund policies will be specified in your Service Agreement or as required by law

10. Confidentiality

In the course of using our Services or engaging with us, you may have access to confidential information. You agree to:

• Keep all confidential information strictly confidential
• Not disclose confidential information to any third party without our prior written consent
• Use confidential information only for the purpose for which it was disclosed
• Return or destroy all confidential information upon request or termination of Services

11. Warranties and Disclaimers

11.1 No Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT
• UNINTERRUPTED OR ERROR-FREE OPERATION

11.2 No Professional Advice

The information provided through our Services is for general informational purposes only and does not constitute professional advice. You should not rely on such information as the sole basis for making decisions without consulting qualified professionals.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RUBICONQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• ANY LOSS OF PROFITS, REVENUE, DATA, OR USE
• ANY LOSS OF BUSINESS OPPORTUNITY OR GOODWILL
• ANY DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) $100.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. Indemnification

You agree to indemnify, defend, and hold harmless RubiconQ and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any rights of another person or entity
• Your violation of any applicable laws or regulations

14. Termination

14.1 Termination by You

You may terminate your use of the Services at any time by discontinuing access to the Services and, if applicable, closing your account.

14.2 Termination by Us

We reserve the right to suspend or terminate your access to the Services at any time, with or without notice, for any reason, including but not limited to:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Extended periods of inactivity
• Requests by law enforcement or government agencies

14.3 Effect of Termination

Upon termination:

• Your right to use the Services will immediately cease
• We may delete your account and all associated data
• Provisions of these Terms that by their nature should survive will survive termination

15. Dispute Resolution

15.1 Informal Resolution

Before filing a formal claim, you agree to first contact us at info@rubiconq.com to attempt to resolve the dispute informally. We will make good faith efforts to resolve the dispute within 60 days of receiving your notice.

15.2 Mediation

If we cannot resolve a dispute informally, the parties agree to attempt to resolve the dispute through mediation before proceeding to litigation. Mediation will be conducted in Calgary, Alberta, under the rules of the ADR Institute of Canada or another mutually agreed-upon mediator.

15.3 Litigation

If mediation is unsuccessful, any legal action or proceeding arising out of or relating to these Terms or the Services may be brought exclusively in the courts located in Calgary, Alberta, Canada, and you consent to the jurisdiction of such courts.

16. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law provisions.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17. Export Controls and Trade Compliance

The Services may be subject to Canadian export control laws and regulations, including the Export and Import Permits Act and the Special Economic Measures Act, as well as international trade laws. You agree to comply with all applicable export, re-export, import, and sanctions laws and regulations. You represent and warrant that you are not:

• Located in a country that is subject to Canadian government sanctions or embargoes
• Listed on any Canadian government list of prohibited or restricted parties (such as the Consolidated Canadian Autonomous Sanctions List)
• Listed on any international sanctions lists (including UN, US, or EU sanctions)
• Engaged in activities related to nuclear, chemical, or biological weapons, or missile technology

18. Canadian Government Use

If you are a Canadian federal, provincial, or municipal government entity, our Services are considered commercial items. Use, reproduction, and disclosure are subject to these Terms and applicable government procurement regulations.

19. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

20. Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by RubiconQ.

21. Assignment

You may not assign or transfer these Terms or your rights and obligations under these Terms without our prior written consent. We may assign or transfer these Terms without restriction. These Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

22. Entire Agreement

These Terms, together with our Privacy Policy and any Service Agreements, constitute the entire agreement between you and RubiconQ regarding the Services and supersede all prior agreements, understandings, and communications, whether written or oral.

23. Force Majeure

We will not be liable for any delay or failure to perform our obligations under these Terms due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

24. Contact Information

RubiconQ is located in Calgary, Alberta, Canada. If you have any questions about these Terms, please contact us:

• Email: info@rubiconq.com
• Website: rubiconq.com/contact
• Location: Calgary, Alberta, Canada