Ruly is a platform for developing database software applications. The Ruly application consists of a back-end database, a front-end platform that is used to develop applications, and an API.
The software comprises several utilities that allow customers to build their own applications without the use of traditional software code. The utilities include, but are not limited to the following primary components: Models, Views, Forms, Dashboards, Rules, Operations and the API. (collectively referred to as the “Platform”.)
These Terms of Service (“Terms”) are between Ruly Software Inc. (“Ruly”) and you and the organization you represent (the “Customer” or “You”). By signing up for the Platform, you agree to these Terms. If you signed up for the Platform using an organization email address, then you also warrant that you are legally authorized to bind the organization to these Terms.
Ruly or its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the APIs, Platform, and Documentation (collectively, “Ruly IP”) or any copies thereof. Ruly IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and Ruly reserves all rights in Ruly IP not expressly granted to you in these Terms.
Any specific intellectual property (IP) developed by Customer in the Platform, shall be deemed IP belonging to Customer. Ruly undertakes not to develop any custom solution that directly uses the same custom configuration used by Customer. However, this shall not be construed as preventing Ruly or any other entity from developing a similar solution targeting the same industries targeted by Customer.
You may choose to or we may invite you to submit comments or ideas about improvements to the Platform, our APIs, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, and delivered to us without any restrictions on our use of the Idea. You also agree that Ruly has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.
Ruly grants you a license to use its Platform to develop applications for your own or your organization’s use, and/or to market and sell those applications to other customers.
You must purchase one (1) user license for each person or service account that has access to the Platform or to applications built on the Platform. You may not share accounts between different people, or build an authentication system that bypasses the authentication system built into Ruly.
You may use service accounts to access the Ruly API up to the monthly usage limits prescribed in the plan that you have purchased.
You may not grant rights to your customers to develop applications on the Ruly platform. Specifically, you may not allow your customers to have access to create or modify Models, Forms, Rules, Operations or any other tool that would effectively allow those customers to build their own applications.
Customer agrees that any applications developed on the Ruly Platform shall not violate any law, rule or regulation in any jurisdiction in which the applications are offered or accessed from.
Either party may terminate this agreement for any reason at the end of the paid up term, or at any other time if either party is in breach of this agreement.
Ruly will retain Customer’s data for 30 days after termination, after which it may be deleted at Ruly’s discretion. Customer may export their data during this period using the platform’s export feature, using the Ruly API, or by downloading a backup copy of their database.
You agree to indemnify Ruly against any third party claim arising out of your use of the Platform and i) your infringement of any right of privacy or intellectual property rights; ii) any false, misleading or inaccurate information; or iii) your violation of any applicable law, rule or regulation.
Ruly agrees to indemnify Customer against any third party claim alleging that the Platform infringes or misappropriates such third party’s intellectual property rights.
Ruly will maintain reasonable and appropriate administrative, technical and physical security controls to ensure the confidentiality, integrity and availability of Customer Data. Those controls will include, but will not be limited to, measures to prevent unauthorized access to or disclosure of Customer Data other than to Customer or to Customer’s users.
Customer retains all right, title and interest to any Customer provided data entered into the Ruly platform or applications developed by Customer on the Ruly Platform (collectively “Customer Data”). Ruly will not access, use or share Customer Data for any purpose other than what is necessary to provide the Platform.
If you are a paying subscriber, Ruly warrants to you that it will provide the Platform during the applicable subscription term substantially in accordance with its documentation under normal use. In the event of any breach of such warranty, your exclusive remedy will be Ruly’s correction of the deficient service or, if Ruly cannot correct such deficient service as warranted, you may terminate your account and Ruly will refund a prorated portion of your monthly prepayment.
You expressly understand and agree that the use of the Platform is at your sole risk. No advice or information, whether written or oral, obtained by you from Ruly, its employees or representatives shall create any warranty not expressly stated in the Terms.
Neither Ruly nor Customer shall be liable to the other for any incidental, indirect, special, or consequential damages whether or not foreseeable, of any kind including but not limited to any loss of revenue, loss of business, or loss of profit.
From time to time, either party to these Terms may disclose or make available non-public, proprietary, or confidential information to the other party. “Confidential Information” includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information does not include any information that is generally available to the public or was known by both parties prior to the disclosure.
The receiving party shall: (i) protect and safeguard the confidentiality of the disclosing party’s Confidential Information with at least the same degree of care as the receiving party would protect its own Confidential Information, but in no event with less than a commercially-reasonable degree of care; (ii) only use the disclosing party’s Confidential Information, and only permit it to be accessed or used, for the purpose of exercising its rights or performing its obligations under these Terms, for the purpose of exploring a business relationship (or changes to the business relationship) between the parties, or for any other purpose consistent with the privacy policy; and (iii) not disclose any of the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.
Ruly shall provide support to Customer for routine questions on the Platform or for errors experienced by Customer, during regular business hours Monday to Friday 9am-5pm EST. Customer must submit requests using the online portal available on the administrator dashboard. Ruly will make best efforts to respond to these cases within the same day.
For critical errors or availability issues such as system down, Customer may submit requests at any time to emergency@rulyapp.com and Ruly will respond within 30 minutes.
