Buyer Purchase Terms

1. Definitions

In these Buyer Purchase Terms, the following capitalized expressions carry the meanings set out below:

"Agreement" means these Buyer Purchase Terms, read together with our Privacy Policy and our Acceptable Use Policy.

"Confidential Information" means any proprietary, technical, financial, or commercial information, including trade secrets, strategy, and product details, that is designated as confidential or would reasonably be understood to be confidential by its nature.

"Digital Content" means data, software, or media supplied and produced in digital format.

"Payment Processor" means the third-party payment service provider used by Ruba to securely handle transaction routing, billing, and card processing.

"Product" means any software application, digital service, or Digital Content made available by a Supplier and purchased by you through Ruba Checkout.

"Ruba" (also referred to as "we", "us", or "our") means WRITE RUBA's FULL LEGAL NAME HERE, together with its affiliates.

"Ruba Checkout" means our online checkout interface and payment system through which you pay for Products using cards, PayPal, bank transfers, or alternative payment methods.

"Services" means Ruba's reseller and checkout platform, including Ruba Checkout, through which you purchase, subscribe to, or unlock access to Products.

"Supplier" means the third-party developer, creator, or vendor who owns and licenses the Product.

"Supplier Agreement" means the end-user license agreement, terms of service, or usage terms provided directly by the Supplier to govern your actual use of their Product.

"Transaction" means your completed purchase or subscription acquisition of a Product through our Services.

2. Role of Ruba and Scope of Your Agreement

2.1. When you buy a Product through Ruba Checkout, Ruba acts as the official merchant of record and authorized reseller for that Product. You are purchasing the Product directly from Ruba. However, the intellectual property rights and usage rules for the Product itself are licensed to you by the Supplier under their separate Supplier Agreement.

2.2. By completing any Transaction on our platform, you legally bind yourself to both this Agreement (with Ruba regarding the purchase and payment) and the applicable Supplier Agreement (with the Supplier regarding product usage).

2.3. Arbitration Notice: Please read Section 16 carefully. Except for limited exceptions, all disputes arising between you and Ruba must be resolved through binding individual arbitration. You waive any right to bring or participate in a class action lawsuit or class-wide arbitration against us.

3. How Your Purchase Contract is Formed

3.1. Submitting an order through Ruba Checkout constitutes a formal offer by you to buy the selected Product from Ruba under the terms of this Agreement. The purchase sequence follows these three steps:

(i) You choose the Product you wish to acquire and accept the accompanying Supplier Agreement;

(ii) You enter the personal and billing details necessary to process the payment and deliver the Product (handled in accordance with Section 10); and

(iii) You verify your details and finalize your offer by clicking the "Purchase", "Subscribe", "Pay", or equivalent submission button.

3.2. As soon as we receive your order, we will transmit an electronic order confirmation to your email address. This confirmation signifies our acceptance of your offer and forms a binding legal contract between you and Ruba.

3.3. Your contract is fully executed once access to the Product or Digital Content is successfully delivered or enabled for your account.

4. Pricing, Payment Processing, and Taxes

4.1. We partner with secure third-party Payment Processors to charge your selected payment method (such as your credit card, debit card, or payment wallet). Your payment is subject to the Payment Processor's own legal terms and privacy notices in addition to this Agreement. Ruba is not liable for technical delays, misroutings, or errors originating within the Payment Processor's systems.

4.2. All Transaction amounts include applicable mandatory taxes (such as VAT, GST, or state sales tax), which we calculate based on the billing address or location details you provide during checkout.

4.3. You must ensure that your payment details remain valid, accurate, and funded throughout your use of our Services. You expressly authorize Ruba and our Payment Processors to charge your payment method for all due amounts, and to deduct or withhold funds as needed to cover adjustments, fees, or lawful chargeback recoveries.

4.4. Product pricing is subject to adjustment over time, and Ruba may run temporary promotional campaigns or discounts in coordination with Suppliers.

4.5. You consent to receive all billing statements, receipts, and tax invoices electronically, including via email. You must keep your contact details accurate; we are not responsible for delivery failures caused by outdated or incorrect email addresses. If you need to update your order information, please reach out to us at support@getruba.com. We reserve the right to cancel or refuse any Transaction if our Payment Processor declines or fails to authorize your payment.

5. Subscriptions and Automatic Renewals

5.1. Where a Product is offered on a recurring subscription basis ("Paid Subscription"), your subscription will automatically renew at the end of each billing cycle until you actively cancel it.

5.2. Clear Disclosure: Before you finalize any Paid Subscription, Ruba will prominently display — right next to the purchase button — the recurring price, the billing interval (e.g., monthly or annually), the cancellation procedure, and a clear notice that charges will continue until canceled. Completing the Transaction constitutes your express authorization for us to repeatedly charge your payment method at each renewal interval.

5.3. Cancellation: You may cancel a Paid Subscription at any point. To stop future charges, submit a cancellation request through your self-serve customer dashboard or email us at support@getruba.com. Once processed, your cancellation takes effect at the end of your currently paid billing cycle. We will send you an electronic confirmation once your cancellation is recorded. Unless mandatory consumer law requires otherwise, payments already processed for active or past billing periods are non-refundable.

5.4. Free Trials: Some Paid Subscriptions begin with a complimentary trial period. If you do not wish to be billed when the trial expires, you must complete the cancellation process before the end of the trial period through your customer dashboard or by emailing support@getruba.com.

5.5. Fee Adjustments: If the price of your Paid Subscription increases or tax requirements change, we will notify you in advance. Where required by applicable law, we will obtain your explicit opt-in before applying the new rate. We will also send recurring renewal notices whenever mandated by consumer protection statutes.

5.6. Failed Renewals: If your renewal charge fails (due to an expired card, insufficient balance, or banking decline), you remain responsible for the unpaid balance. We may retry the charge as permitted by network rules and applicable law. Ruba reserves the right to suspend access to your Paid Subscription while payment is outstanding and to cancel the subscription entirely if payment cannot be secured.

6. Refunds and Service Remedies

6.1. We evaluate refund requests in accordance with our refund guidelines, card network regulations, and applicable statutory law. Nothing in this Agreement restricts or removes any mandatory consumer guarantees or statutory cancellation rights that cannot be excluded under the laws of your jurisdiction.

6.2. If a technical failure on our platform prevents or substantially delays the delivery of your Product, your sole and exclusive remedy under this Agreement is either: (i) a replacement delivery of the Product; or (ii) a full refund of the purchase price paid, as determined by Ruba in consultation with the Supplier.

6.3. We reserve the right to decline refund requests where we find evidence of fraud, chargeback abuse, severe breach of terms, or improper exploitation of the Product. However, this does not limit your statutory right to raise valid billing disputes with your card-issuing financial institution.

7. Billing Disputes and Chargebacks

7.1. If you notice an unfamiliar charge or experience a problem with a Transaction, we strongly encourage you to contact Ruba support first at support@getruba.com so we can investigate and resolve the issue swiftly.

7.2. A chargeback is a banking mechanism that allows cardholders to dispute transactions directly through their card issuer. Chargebacks are generally intended for situations where:

(i) You were charged for a Product that was never delivered or made accessible;

(ii) A technical billing error caused a duplicate charge or an incorrect billing amount; or

(iii) Your payment details were used fraudulently without your authorization.

7.3. You retain all statutory chargeback rights granted by your card issuer and banking regulations. However, if you file a chargeback for a Transaction that was validly authorized and correctly delivered, Ruba reserves the right to submit transaction logs, access records, and delivery proofs to your card issuer to dispute the claim under card network rules. You agree to act in good faith when reporting billing discrepancies and to provide truthful details during any dispute investigation.

8. Software Licensing and Third-Party Links

8.1. Whenever your purchase includes downloadable software, cloud software, or application interfaces ("Software"), that Software is not sold to you outright. Instead, it is licensed to you directly by the Supplier under the terms of the accompanying Supplier Agreement.

8.2. Products or Services may occasionally contain links to external third-party websites, integrations, or media. Ruba does not operate or endorse these external resources and accepts no liability or responsibility for third-party content, services, or materials.

9. Intellectual Property Rights and DMCA

9.1. All platform technology, checkout workflows, visual interfaces, graphics, source code, text, and audiovisual elements comprising the Services are the exclusive property of Ruba or its licensors and are protected by domestic and international copyright, trademark, and intellectual property laws.

9.2. You are granted no ownership rights in Ruba's platform or branding. You must not copy, reproduce, scrape, modify, rent, lease, distribute, or reverse-engineer any part of our Services without our express written authorization. Ruba's wordmarks, logos, and trade dress remain our registered or common-law trademarks and may not be used without permission.

9.3. All ownership rights, titles, and intellectual property in the Products themselves remain entirely with the respective Suppliers. Your usage rights for any Product are defined strictly by the Supplier Agreement.

9.4. Copyright Infringement (DMCA): We respect intellectual property rights and comply with the U.S. Digital Millennium Copyright Act. If you believe any content hosted on our platform infringes your copyright, please send a formal takedown notice to our designated copyright agent at dmca@getruba.com or by mail to: DMCA Agent, WRITE RUBA's FULL LEGAL NAME HERE, [REGISTERED ADDRESS].

10. Privacy and Data Protection

10.1. Ruba handles your personal information with strict care and in full accordance with our Privacy Policy.

10.2. We maintain robust technical, physical, and administrative security safeguards designed to protect your personal data against unauthorized access, loss, or alteration, complying with recognized industry security standards for data processing and transmission. In the event of a confirmed security incident affecting your personal data, we will notify you and relevant authorities as required by applicable law.

10.3. Child Privacy: Our Services are not designed for or directed toward children under 13 years of age, and we do not knowingly solicit or collect personal information from individuals under 13. Furthermore, we do not sell or share the personal data of consumers known to be under 16 years of age without obtaining affirmative legal authorization as mandated by privacy statutes.

11. Confidentiality

During your interaction with our Services, either party may gain access to the other's Confidential Information. Both you and Ruba agree to protect each other's Confidential Information using at least a reasonable standard of care, to use it solely for the performance of this Agreement, and not to disclose it to unauthorized third parties. These confidentiality obligations do not apply to information that is already public, independently developed, or lawfully received from another source. If legally compelled by a court or government authority to disclose Confidential Information, the receiving party will (where lawful) provide advance notice to allow the other party to seek protective relief. These confidentiality duties survive for three years following the end of your Agreement (or indefinitely for trade secrets).

12. Suspension and Termination

12.1. Ruba reserves the right to suspend or terminate your access to our Services or specific Products if:

(i) You commit a material breach of these terms that remains uncorrected for ten (10) days after we notify you;

(ii) We detect or reasonably suspect fraudulent transactions, payment default, unlawful conduct, or a violation of our Acceptable Use Policy (in which case termination or suspension may be immediate); or

(iii) We are instructed to do so by a card network, acquiring bank, or regulatory authority.

12.2. Whenever feasible, we will provide notice before suspending or terminating account access. Termination does not extinguish your obligation to pay any balances accrued prior to the termination date. Furthermore, Ruba's termination of checkout services does not automatically revoke any independent software licenses already granted to you by a Supplier under their Supplier Agreement.

13. Disclaimers and Limitation of Liability

13.1. Disclaimer of Warranties: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUBA PROVIDES THE SERVICES AND FACILITATES PRODUCT TRANSACTIONS ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTHING IN THIS AGREEMENT EXCLUDES OR RESTRICTS THOSE MANDATORY STATUTORY RIGHTS OR CONSUMER WARRANTIES THAT CANNOT BE LAWFULLY WAIVED IN YOUR JURISDICTION. You may receive separate product warranties directly from the Supplier or manufacturer, as detailed in the documentation accompanying your Product.

13.2. Limitation of Liability: EXCEPT FOR (I) YOUR OBLIGATION TO PAY FOR PURCHASED PRODUCTS; (II) BREACHES OF INTELLECTUAL PROPERTY OR CONFIDENTIALITY RIGHTS; OR (III) DAMAGES RESULTING FROM WILLFUL MISCONDUCT OR INTENTIONAL FRAUD, NEITHER YOU NOR RUBA SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

13.3. Liability Cap: TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL MONEY YOU PAID TO RUBA FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

13.4. Statutory Exceptions: The limitations and exclusions in this Section do not apply to liability for gross negligence, willful misconduct, or death/personal injury caused by negligence, nor to any other liability that cannot be restricted under applicable statutory law.

14. Force Majeure

Neither Ruba nor you will be held responsible for performance delays or failures caused by extraordinary events beyond reasonable control. Such events include natural disasters, acts of government, war, terrorism, labor strikes, systemic internet or telecommunications outages, and pandemics. The affected party must use reasonable commercial efforts to mitigate the disruption and resume normal performance as soon as possible.

15. General Provisions

15.1. Severability: If any court or legal authority finds any provision of this Agreement invalid, illegal, or unenforceable, that specific clause will be modified to the minimum extent necessary to make it valid, or severed entirely if modification is impossible. All remaining provisions of this Agreement will continue in full legal force and effect.

15.2. No Waiver: If Ruba does not immediately enforce a right or remedy under this Agreement, or overlooks a minor breach, that delay or forbearance does not constitute a legal waiver. We retain the right to enforce our terms strictly for any subsequent or ongoing breaches.

15.3. Notices: Legal notices under this Agreement must be delivered in writing. Ruba will send notices to the email address associated with your checkout order or account. You may send legal notices to us at legal@getruba.com. Electronic notices are deemed received upon successful server transmission.

15.4. Modifications: Ruba may amend these Buyer Purchase Terms from time to time. If we make material modifications that negatively impact your rights, we will provide at least thirty (30) days' advance notice via email or website posting, and obtain your affirmative consent where mandated by law. If you disagree with the updated terms, you must cease using our Services and cancel any active subscriptions before the new terms take effect. Continued use of our Checkout or Services after the effective date constitutes your binding acceptance of the changes.

15.5. Entire Agreement and Conflict Resolution: This Agreement, along with the applicable Supplier Agreement, represents the entire understanding between you and Ruba regarding your Transaction. If there is a direct contradiction between documents, this Agreement takes precedence regarding payment, billing, refunds, and checkout services, while the Supplier Agreement takes precedence regarding Product usage rules and software licensing.

16. Governing Law and Binding Arbitration

16.1. Governing Law: This Agreement, and any dispute or claim arising out of it or your Transactions, is governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. The Federal Arbitration Act ("FAA") governs the interpretation, validity, and enforcement of the arbitration provisions below.

16.2. Individual Arbitration: Any controversy, claim, or dispute between you and Ruba arising out of or relating to this Agreement, our Services, or any Product purchase shall be resolved through binding, individual arbitration administered by JAMS (or the American Arbitration Association if JAMS is unavailable) under its standard commercial rules. The arbitration will be conducted by a sole arbitrator seated in Delaware, or remotely by teleconference/videoconference at your choice. Each party will cover its own legal fees and arbitration costs, except where arbitration rules or statutory law mandate otherwise.

16.3. Class Action Waiver: YOU AND RUBA EXPRESSLY AGREE THAT ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that individual's claim.

16.4. Exceptions: Notwithstanding the arbitration requirement above:

(i) Either you or Ruba may bring an individual action in a small claims court of competent jurisdiction within the State of Delaware or your local jurisdiction; and

(ii) Either party may apply to a state or federal court in Delaware for temporary, preliminary, or emergency injunctive relief to prevent the unauthorized copying, hacking, infringement, or misappropriation of intellectual property or confidential data.

16.5. 30-Day Opt-Out Right: You have the right to opt out of this mandatory arbitration clause. To do so, you must send a written opt-out notice to support@getruba.com within thirty (30) calendar days of completing your first Transaction with Ruba. Your notice must clearly state your name, address, email address, and your explicit statement that you wish to opt out of arbitration. If you opt out, any disputes will be resolved in the state or federal courts located in Delaware.