License Grant. You have a revocable, non-transferable, non-exclusive license to access the Site, and, if you are a Customer, you have a revocable, non-transferable, non-exclusive license to use the Software and/or other Services to which you subscribe, in each case as set forth in these Terms. The permissions described herein will terminate automatically if you breach any of these Terms. Upon termination of these Terms: (i) the permissions, rights and licenses granted to you herein shall terminate; (ii) you shall cease all use of the Services that have been terminated; and (iii) Ruby may at our own discretion remove and/or purge data, account information, and any other information obtained by us in connection with providing you with the Services.
Prohibited Use. You are strictly prohibited from using the Services: (i) in a manner that violates any applicable law, rule or regulation, including without limitation the U.S. CAN-SPAM Act, the Canadian Anti-Spam Legislation, the U.S. Telephone Consumer Protection Act, or the Children’s Online Privacy Protection Act, each as amended from time to time; (ii) to transmit, store, or process health information in violation of the United States Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (iii) to promote any goods or services or send communications that are illegal in the place offered to consumers; (iv) to advertise or promote adult services, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (v) to defraud, deceive or mislead anyone; (vi) to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (vii) to promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (viii) to threaten or promote violence.
You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion thereof (including the Content) or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Site and/or our Services. You may not use the Services (including our Contents) in any way that might confuse others or that disparages Ruby.
Customer Responsibility for End Users. If you are a Customer, you agree to: (i) be responsible for compliance with these Terms by all of your employees, contractors, agents and other end users accessing or using the Services by, through or in connection with your Customer Contract (collectively, the “End Users”); (ii) ensure that each End User agrees to our Privacy Notice and these Terms and consents to the collection and processing of the End User’s Personal Information via the Services prior to such End User accessing the Services; (iii) be responsible for the accuracy and lawful collection and use of any data, including Personal Information of End Users or other individuals, that is provided to Ruby or input to the Services by you as a Customer and all of your End Users; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Ruby promptly of any unauthorized access or use; and (v) use, and ensure that your End Users use, the Services only in accordance with these Terms and all applicable law. Any use of the Services in violation of the foregoing by you as a Customer or your End Users that in Ruby’s sole judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services.
Covered Entities. You understand and agree that if you are a Customer and a covered entity under HIPAA, it is your responsibility to ensure that you have executed and at all times comply with a HIPAA Business Associate Agreement with Ruby.
User Content. Site visitors and users of our other Services may have the opportunity to publish, transmit, submit or otherwise post comments, Feedback, photos, or other user content via the Services (“User Content”) that may be accessible and viewable by the public or others. You represent that: (i) you created and own the rights to, or you have the owner’s express permission to post the User Content; and (ii) the User Content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies.
User Content must not: (a) misrepresent your identity or affiliation with any person or organization; (b) seek to collect others’ Personal Information by any means; (c) seek to transmit chain letters, or bulk or junk email; (d) relate to contests, sweepstakes, or other sales promotions; (e) include information that may be used to track, contact, or impersonate another; (f) infringe any intellectual property or other proprietary rights of Ruby or any other person; (g) seek to harm or exploit children; (h) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (i) violate Ruby’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (j) be otherwise objectionable as determined by Ruby at our sole discretion.
You are solely responsible for your User Content and the consequences of posting it online. You assume all risks associated with dealing with other users with whom you come in contact through the Services, and, to the extent that the law permits, you release us from any claims or liability related to any User Content posted via the Services and from any claims related to the conduct of any other users. We reserve the right to monitor, post, remove, modify, or store User Content at our option any time and for any reason without notice. We do not endorse any User Content, and the User Content posted does not reflect our views. We take no responsibility and assume no liability for any User Content that you or a third-party post or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.
In consideration for your use of the User Content features, you grant to Ruby an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such User Content in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting Ruby, our products and our Services. You acknowledge that Ruby may modify the User Content for any purpose. However, Ruby has no obligation to use any User Content, and Ruby’s use of any User Content does not create or imply any endorsement of or affiliation with you.
