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LEGAL

Terms of Service

Last updated: July 29, 2026

Welcome, and thank you for your interest in Upmoni LLC, which operates Rubic ("Rubic," "we," or "us"), a Delaware limited liability company. These Terms of Service ("Terms") govern business use of Rubic's software, platform, APIs, documentation, and related tools, including the website rubic.io, and all related software made available by Rubic to plan, implement, test, review, preview, and prepare software changes for delivery (collectively, the "Service"). By using the Service, you agree to these Terms.

Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data. Our Data Processing Addendum ("DPA") applies when you use the Service to process customer personal data and is incorporated into these Terms.

If you are using the Service as part of your work for a company or organization that has a Master Services Agreement ("MSA") or Order Form with Rubic, that agreement governs to the extent it expressly conflicts with these Terms. The DPA governs customer personal data within its scope unless a separately signed agreement expressly replaces it.

If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity.

1. Access and Use

1.1. Provision of Access

Rubic is the coding agent platform for software teams. The Service can use a customer's repositories and project instructions to plan, implement, test, review, and preview software changes and prepare those changes for delivery, including through a pull request. Rubic does not operate or deploy a customer's production application unless a separate written agreement expressly says otherwise. Subject to your compliance with these Terms, Rubic grants you a limited right to access and use the Service.

1.2. Content

You may provide inputs to the Service ("Inputs") and receive code, outputs, or other functions based on the Inputs provided by you (collectively, "Suggestions") (Inputs and Suggestions are collectively "Content"). We may use Content to provide the Service, comply with applicable law, enforce our terms and policies, and keep the Service safe. By submitting Inputs to the Service, you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Inputs under these Terms and to provide the Service to you.

1.3. Model Training

Rubic does not use customer repositories, Inputs, or Suggestions to train a Rubic model. Rubic may transmit Content to approved AI providers as necessary to provide an authorized feature. Provider processing, safety review, and retention are governed by the applicable business service terms and Rubic's verified account settings. Disabled optional data sharing does not mean zero provider retention.

1.4. Limitations for Suggestions

You acknowledge that Suggestions are generated automatically by machine learning technology and may be similar to or the same as Suggestions provided to other customers, and no rights to any Suggestions generated, provided, or returned by the Service for or to other customers are granted to you under these Terms. Further, you acknowledge that there are numerous limitations that apply with respect to Suggestions provided by large language and other AI models (each an "AI Model"), including that:

  • Suggestions may contain errors or misleading information
  • Suggestions are probabilistic and may be incorrect, incomplete, insecure, misleading, outdated, or unsuitable for their intended purpose
  • Suggestions may reference packages, APIs, dependencies, or functionality that do not exist or do not behave as described
  • Suggestions may introduce vulnerabilities, expose secrets, remove or overwrite data, or make other destructive changes if they are used without appropriate review and safeguards
  • Suggestions may reproduce biased patterns or third-party and open-source material and may require licence, notice, or attribution compliance

You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any Suggestions, including any reliance on the accuracy, completeness, or usefulness of Suggestions. Suggestions may not be unique and may include third-party or open-source material. You are responsible for human review, appropriate testing and security validation, licence and attribution compliance, and deciding whether to merge, deploy, or otherwise use a Suggestion.

1.5. Use Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not:

  • Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, object code or underlying structure of the Service
  • Reproduce, modify, translate, or create derivative works of the Service
  • Rent, lease, lend, or sell the Service
  • Remove any proprietary notices from the Service
  • Use the Service or any Suggestions to develop or train a model that is competitive with the Service, or engage in model extraction or theft attacks
  • Probe, scan or attempt to penetrate the Service
  • Publish benchmark results about the Service that are false, misleading, or omit the methodology, configuration, sample, limitations, and other information reasonably necessary to understand and reproduce the test
  • Harvest, scrape, or extract data from the Service
  • Use the Service in any manner that infringes, misappropriates, or otherwise violates any third party's intellectual or other rights, or that violates any applicable laws or regulations
  • Send or otherwise provide to Rubic data or information that is subject to special-category, health, payment-card, government-ID, export-control, or similarly regulated requirements unless an executed written agreement expressly permits that use
  • Knowingly permit any third party to do any of the foregoing

You will promptly notify Rubic of any unauthorized use that comes to your attention and provide reasonable cooperation to prevent and terminate such use to the extent it is within your control.

1.6. Sandbox Execution

The Service may execute code in managed development and preview environments. By using this feature, you acknowledge that Customer is responsible for code and instructions it submits. Security boundaries reduce risk but are not an absolute guarantee. You must not submit malicious code or use Runtime Env as a production secret vault, and you should not place production credentials or production data in these environments.

2. Eligibility

The Service is offered only for trade, business, craft, or professional use, not primarily personal, household, hobby, or consumer use. You must be at least 18 years old and the age of majority in your jurisdiction. By agreeing to these Terms, you represent and warrant that:

  • You are at least 18 years old or the age of majority in your jurisdiction, whichever is higher
  • You have not previously been suspended or removed from the Service
  • You use the Service for a business or professional purpose and your registration and use comply with applicable law

3. Account Registration and Access

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You are responsible for securing the passwords, identity provider accounts, and other authentication methods used to access your Rubic account, and you accept responsibility for activities that occur under your account. If you believe that your account or authentication method is no longer secure, you must immediately notify us at hi@rubic.io.

4. Payment Terms

4.1. Paid Services

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless checkout or an Order Form states otherwise, fees are in U.S. Dollars.

Fees are generally non-refundable except where applicable law requires otherwise, for duplicate or unauthorized charges, technical billing errors, an express Order Form term, or when Rubic terminates a paid Service without Customer breach. In that last case, Rubic will refund the unused prepaid period on a pro-rata basis.

4.2. Pricing

Rubic reserves the right to determine pricing for the Service. Rubic will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. Rubic may change the fees for any feature of the Service, including additional fees or charges. A price change to an existing recurring subscription will receive advance notice and will not apply before the next renewal period identified in that notice. You may cancel before the change takes effect.

4.3. Payment Processing

To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates ("Stripe"), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and Stripe's Global Privacy Policy. By agreeing to these Terms, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements.

4.4. Subscription Service

The Service includes subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). The Subscription Service will begin on the date you purchase your first subscription and will automatically renew for successive periods unless you cancel the Subscription Service or we terminate it. Your account will be charged automatically on the renewal date for the next period. You may cancel through the available billing controls before renewal. Cancellation normally takes effect at the end of the then-current paid period, and you retain access through that period unless access is suspended under these Terms.

Increasing seats or changing a plan may take effect immediately and may result in a prorated charge displayed or calculated by Stripe. A permitted decrease or downgrade may take effect at the next renewal. Checkout and the billing interface control the timing shown for a particular change.

4.5. Credits

The Service operates on a credit-based system. Your subscription includes a monthly allocation of credits that are consumed as AI agents work on your tasks. Included credits reset each month per paid seat, including when the subscription is billed annually, and unused included credits do not roll over. Annual billing does not provide the entire year's included-credit allocation in advance.

Eligible paid accounts may purchase additional credits ("Top-Up Credits"). Top-Up Credits are consumed after included credits, do not expire while the Rubic account remains active, and have no cash value. They are not transferable and are forfeited on account closure except where applicable law or a billing correction requires otherwise.

4.6. Trial

An eligible account may receive a 14-day Pro trial with 50 trial credits and one trial seat. No payment method is required to begin the trial. If no paid subscription is started, the trial ends without an invoice or debt. If you expressly choose to start a paid subscription during the trial, the trial ends and billing begins after the checkout or confirmation interface discloses the immediate charge.

4.7. Taxes and Failed Payments

Displayed prices exclude taxes unless checkout expressly shows otherwise. Rubic may calculate, collect, and remit sales, use, value-added, goods and services, or similar transaction taxes when applicable law requires Rubic to do so. Customer remains responsible for taxes, duties, and assessments that applicable law requires Customer to pay and that Rubic is not required to collect, excluding taxes based on Rubic's net income.

If payment fails, Rubic or Stripe may retry the payment and notify you using available billing contact information. Rubic may limit or suspend paid features while amounts remain unpaid. An unresolved failure may result in cancellation, while amounts properly due remain payable. Retry timing is an operational setting and is not a guaranteed grace period.

4.8. Service Levels and Support

Unless an Order Form or separate service-level agreement expressly states otherwise, the Service has no guaranteed uptime, availability, maintenance window, support response time, or resolution time. Descriptions of support channels included with a plan identify how Customer may request support and do not create a service-level commitment.

5. Ownership and Licenses

5.1. Service

Rubic and its licensors shall own and retain all right, title and interest in and to the Service, all improvements, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. There are no implied licenses in these Terms and Rubic reserves all rights to the Service not granted in these Terms.

5.2. Feedback

We appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), then you grant Rubic the right to exploit the Feedback without restriction or compensation to you. Feedback does not silently include Customer repositories, task content, attachments, or other Customer-specific Content unless you intentionally include that Content in the Feedback.

5.3. Content

As between Customer and Rubic, Customer retains its rights in Inputs, repositories, and Customer-specific Content. Customer grants Rubic a limited, non-exclusive right to host, copy, transmit, modify, and otherwise process Content only as necessary to provide requested features and Suggestions, secure, maintain, support, debug, and administer the Service, prevent abuse, comply with law, and enforce these Terms. Rubic does not use Customer repositories, Inputs, or Suggestions to train a Rubic model. Rubic may use aggregated or de-identified operational measurements that do not identify Customer or expose Customer Content to evaluate reliability, capacity, and feature performance.

To the extent Rubic owns transferable rights in a Customer-specific Suggestion, Rubic assigns those rights to Customer when the Suggestion is generated, subject to Customer's compliance with these Terms. This assignment applies to trial, no-fee, and paid use. Rubic cannot transfer rights owned by an AI provider, open-source licensor, or other third party. Suggestions may not be unique, and no ownership provision is a warranty of non-infringement, accuracy, or fitness for a particular purpose.

5.4. Confidential Information

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Confidential Information includes non-public repositories, source code, architecture, project and task content, credentials, and business information. Rubic Confidential Information includes non-public Service, security, pricing, and technical information.

Recipient will use Confidential Information only to exercise rights and perform obligations under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, advisers, contractors, and service providers who need to know it for that purpose and are subject to confidentiality obligations. Recipient remains responsible for its representatives' compliance with this Section.

Confidential Information does not include information that Recipient can demonstrate was lawfully known without restriction before disclosure, becomes public through no breach of the Agreement, is independently developed without use of the Confidential Information, or is rightfully received from another source without a confidentiality duty. If law requires disclosure, Recipient may disclose the required portion and, where legally permitted, will give prompt notice and reasonable assistance so Discloser can seek protection.

6. Third-Party Services

The Service may include or incorporate optional third-party services, including without limitation GitHub integration, extensions and plug-ins ("Third-Party Services"). Rubic will clearly indicate such content or features as Third-Party Services via prominent notices or descriptions in the Service. If you elect to access or use a Third-Party Service, your access and use is subject to the terms provided by that Third-Party Service, and you remain responsible for complying with those terms. Rubic does not make any representations or warranties with respect to Third-Party Services. The Data Processing Addendum and Subprocessor List address Rubic's core subprocessors. A user-directed integration is not converted into a core Rubic service merely because the Service provides a connection.

7. Modification of Terms

We may change these Terms from time to time. We will post the updated Terms and effective date. For a material change, we will ordinarily provide at least 30 days' advance notice by email to the account owner unless a shorter period is required for law, security, or urgent service continuity. A material change applies prospectively on its stated effective date. If you do not agree, you may cancel before the change takes effect. Continued use after the effective date constitutes acceptance to the extent permitted by law. If a change materially and adversely affects dispute resolution, liability, indemnity, or Customer's licence or ownership rights, Rubic will request affirmative acceptance before applying that change to an existing Customer where required by applicable law.

8. Termination

You may stop using the Service and may cancel a Subscription Service through the available billing controls. Cancellation normally takes effect at the end of the current paid period.

For a curable material breach, Rubic may give notice and 10 days to cure before termination. Rubic may immediately restrict or suspend access when reasonably necessary to address a security threat, unlawful use, third-party harm, material abuse, or unpaid amounts. Where lawful and practicable, Rubic will promptly explain the reason and the steps required to restore access.

If Rubic terminates a paid Service without Customer breach, Rubic will provide 30 days' notice where practicable, a reasonable opportunity to export Customer-visible data, and a pro-rata refund of the unused prepaid period. Export may be limited when necessary to protect another person, comply with law, preserve security or fraud records, or avoid disclosing credentials and internal security signals.

Following verified account closure, Rubic targets deletion of ordinary Customer data from active systems within 30 days, subject to documented statutory, legal-hold, security, provider, and backup-expiry exceptions. Provisions that by their nature should survive, including payment, ownership, confidentiality, disclaimers, liability, dispute, and indemnity provisions, remain effective.

9. Indemnity

To the fullest extent permitted by law, Customer is responsible for its use of the Service and will defend and indemnify Rubic, its affiliates and each of their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Rubic Entities") from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys' fees), and other losses arising out of or relating to:

  • Your unauthorized use of, or misuse of, the Service
  • Your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation
  • Any claim that Customer Content, repositories, instructions, modifications, combinations, or optional integrations violate third-party intellectual property, publicity, confidentiality, privacy, or other rights

For a paid Customer, Rubic will defend a third-party claim that the unmodified core Service, when used as authorized under these Terms, directly infringes a patent, copyright, or trademark, and will pay finally awarded damages or an approved settlement. Rubic may modify or replace the affected Service, obtain continued rights, or terminate the affected Service and refund the unused prepaid period. This obligation does not cover Customer Content, repositories, AI-generated Suggestions, Customer instructions or modifications, combinations not supplied by Rubic, optional integrations, or use after notice to stop.

An indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow control of the defence and settlement, except that a settlement may not admit fault or impose a non-monetary obligation on the indemnified party without consent.

10. Disclaimer of Warranties

THE SERVICE AND SUGGESTIONS ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. RUBIC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND SUGGESTIONS, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. RUBIC DOES NOT WARRANT THAT THE SERVICE OR SUGGESTIONS WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND RUBIC DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. YOU AGREE THAT ANY USE OF SUGGESTIONS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON ANY SUGGESTION AS A SOURCE OF TRUTH.

11. Limitation of Liability

11.1. No Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE RUBIC ENTITIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY RUBIC ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

11.2. Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE RUBIC ENTITIES TO YOU FOR ALL CLAIMS, DAMAGES AND LOSSES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, AND CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT PAID OR PAYABLE TO RUBIC FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) USD 100.

To the fullest extent permitted by law, Rubic's aggregate liability for breach of confidentiality, data-protection or security obligations, and Rubic's accepted intellectual-property indemnity is limited to two times the ordinary cap above.

The exclusions and caps do not limit fraud, wilful misconduct, gross negligence, death or personal injury where liability cannot be limited, Customer payment obligations, or any other liability that applicable law does not permit the parties to limit.

12. Dispute Resolution

12.1. Informal Resolution

Before starting litigation, the claiming party must send a written notice describing the dispute and requested relief to the other party. The parties will attempt in good faith to resolve the dispute for 30 days. This requirement does not prevent either party from seeking narrow urgent injunctive relief.

12.2. Exclusive Forum

Any dispute not resolved under Section 12.1 will be brought exclusively in the state or federal courts located in Delaware. Each party consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum, subject to mandatory rights and laws that cannot be waived. An executed Order Form may expressly provide a different dispute process for that Customer.

13. Governing Law

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles. The exclusive forum in Section 12 applies. Mandatory rights and laws that cannot be waived remain applicable.

14. Miscellaneous

14.1. General

These Terms and agreements expressly incorporated into them are the entire agreement regarding the Service unless the parties execute an MSA or Order Form. The Data Processing Addendum and its mandatory transfer terms control their respective subject matter. An executed Order Form controls its explicit commercial variations, and these Terms control the remaining relationship. The Privacy Policy is a notice and does not replace contractual processing instructions in the Data Processing Addendum.

You may not assign or transfer these Terms or your rights under them without our prior written consent. Rubic may assign these Terms to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all of the relevant business or assets, subject to applicable law and the assignee's assumption of Rubic's obligations.

14.2. Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements.

14.3. Contact Information

You may contact us by sending correspondence to:
Upmoni LLC
Rubic
9450 SW Gemini Dr PMB 84485
Beaverton, OR 97008-7105
United States
Legal notices: legal@rubic.io
General enquiries: hi@rubic.io
Security reports: security@rubic.io