Terms of Service

1. Agreement and acceptance

1.1These Terms of Service ("Terms") form a binding agreement between Rimbra Limited, a private company limited by shares being registered with the Corporate Affairs Commission of Nigeria (RC number [to be inserted on registration]), with its registered address at 7 Olufunke Alade Close, Amikanle, Alagbado, Lagos State ("Rimbra", "we", "us"), and the person or entity that accepts them ("Customer", "you"). Until registration completes, "Rimbra" means the Promoters acting for the company in formation, as set out in clause 1.6.

1.2You accept these Terms by ticking the acceptance box at sign-up, by signing an Order Form that references them, or by using the Service. If you do not agree, do not use the Service.

1.3If you accept on behalf of a company or other organisation, you confirm that you have authority to bind it. In that case "you" means that organisation. If you lack that authority, you are personally bound.

1.4These Terms include the Service-Specific Terms in Schedule 1, the Acceptable Use Policy ("AUP"), the Privacy Policy, the Data Processing Agreement ("DPA "), any Service Level Agreement ("SLA ") and any Order Form, each incorporated by reference. If they conflict, this order applies: (a) a signed Order Form; (b) the DPA, for personal data; (c) Schedule 1, for the feature it covers; (d) these Terms; (e) the AUP; (f) the SLA; (g) documentation.

1.5Changes. We may update these Terms. For material changes we will give at least 30 days' notice by email or in-app notice before they take effect, unless the change is required by law or addresses a security risk, in which case it may take effect sooner. If you object, you may terminate before the change takes effect and receive a pro-rata refund of prepaid unused fees. Continued use after the effective date is acceptance. Changes do not apply retroactively to disputes already notified.

1.6Company in formation. Rimbra Limited is being registered with the Corporate Affairs Commission. Until its certificate of incorporation issues, the Service is offered by [Joseph Alade, Adejare Akolawole and Idris Rabiu Ahmad] (the "Promoters") for and on behalf of the company in formation, under section 96 of the Companies and Allied Matters Act 2020. On incorporation, Rimbra Limited will adopt these Terms and every agreement made under them, and all rights and obligations pass to it. You consent to that transfer now, and agree that from adoption you will look only to Rimbra Limited for performance and any claim, and the Promoters are released from personal obligations under these Terms. We will notify you of the RC number when it is issued. Nothing in this clause affects your rights or the protections in these Terms.

2. Definitions

"Service" means the Rimbra platform at rimbra.app, app.rimbra.app and related domains, APIs, CLIs, SDKs, integrations and documentation, as updated from time to time.

"Customer Content" means all data, code, files, designs, product specifications, configurations and other material that you or your Users submit to, store in, or generate through the Service.

"Workspace" means a Customer account environment in which Users collaborate.

"User" means an individual you authorise to access your Workspace, including employees, contractors and guests.

"Subscription" means the plan, term and usage limits you purchase or select.

"Order Form" means any ordering document, online checkout or plan selection that you accept.

"Beta Features" means features labelled alpha, beta, preview, early access, experimental or similar.

"AI Features" means any functionality that uses machine learning or large language models, including those of third-party providers.

"Third-Party Services" means products, integrations or services not provided by Rimbra.

"Personal Data" has the meaning given in the Nigeria Data Protection Act 2023 ("NDPA ") and, where applicable, the GDPR or UK GDPR.

"Applicable Law" means all laws, regulations and binding codes that apply to a party's use or provision of the Service.

3. Eligibility and accounts

3.1The Service is intended for business and professional use. You must be at least 18 years old and able to form a binding contract. The Service is not directed at children and we do not knowingly collect data from anyone under 18.

3.2You must not use the Service if you are barred from doing so under Applicable Law, including sanctions laws of Nigeria, the United Nations, the United Kingdom, the European Union or the United States, or if you are located in a comprehensively sanctioned territory.

3.3You must give accurate, complete and current registration information and keep it updated.

3.4You are responsible for: (a) keeping credentials confidential; (b) all activity in your Workspace, whether or not authorised by you; (c) your Users' compliance with these Terms; and (d) configuring access permissions appropriately. Notify us at security@rimbra.com without undue delay if you suspect unauthorised access.

3.5Accounts are for named individuals. Sharing login credentials between people is prohibited. Automated accounts are allowed only through API keys or service accounts we provide.

3.6The Workspace owner or administrator controls the Workspace. If a User registers with an email domain owned by an organisation, that organisation may claim and administer the account. We may rely on instructions from a Workspace administrator, and we are not responsible for disputes between Users and administrators.

4. The Service

4.1Provision. Subject to these Terms and payment of applicable fees, we grant you a non- exclusive, non-transferable, non-sublicensable right during your Subscription to access and use the Service for your internal business purposes, within the limits of your plan.

4.2Description. Rimbra is an integrated operating stack for launching and running startup products, with one account, one dashboard and one bill. Depending on what is live and what you enable, the Service may include: deployments and hosting; compute (web services, APIs, serverless functions, workers, scheduled jobs, queues, realtime services, sandboxed code execution and, later, GPU workloads); data (managed Postgres, Redis- compatible cache, object storage, queues, search, backups and database branching); networking (domains, DNS, HTTPS, CDN, private networking and service discovery); authentication and team management; email, SMS, push and WhatsApp messaging; payments, subscriptions and billing through licensed partners; Mobile Preview Cloud; Agent Cloud; AI, search and model gateway services; product analytics and feature flags; file and media processing; workflows and events; testing; security and compliance tooling; growth and launch tools; customer operations tools; CLIs, SDKs and APIs; templates; and an integration marketplace. Version 1.0 focuses on [deployments, compute, data and networking]. The current list of live features is at [rimbra.app/features]. Schedule 1 applies to each feature once you enable it.

4.3Changes to the Service. We may add, change or remove features. We will not materially reduce the core functionality of a paid plan during a paid term. If we do, you may terminate and receive a pro-rata refund of prepaid unused fees as your sole remedy.

4.4Usage limits. Plans may include limits on Users, storage, bandwidth, compute, API calls, builds or AI usage. If you exceed them we may throttle usage, charge overage fees at the rates shown at the time, or ask you to upgrade.

4.5Beta Features. Beta Features are provided "as is", may be changed or withdrawn at any time, may be less secure or reliable, and are excluded from any service level commitment. To the extent permitted by law, our total liability for Beta Features is limited to USD [50]. Do not use Beta Features with production or sensitive data unless you accept that risk.

4.6Free plans and trials. Free plans and trials may be limited, suspended or ended at any time. Customer Content on free plans may be deleted after [90] days of inactivity, with at least [14] days' email notice.

4.7Restrictions. You must not, and must not allow anyone to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile or attempt to extract source code, except where Applicable Law expressly permits despite this restriction; (c) resell, sublicense, rent, lease or offer the Service on a time-share or service-bureau basis, except as expressly allowed in your plan; (d) access the Service to build a competing product or to copy its features, design or user interface; (e) remove proprietary notices; (f) benchmark the Service and publish results without our written consent; or (g) breach the AUP.

5. Fees, billing and taxes

5.1Fees. You agree to pay the fees for your Subscription as shown on the Order Form or pricing page. Fees are quoted and charged in United States Dollars (USD) unless stated otherwise.

5.2Billing. Paid plans are billed in advance, monthly or annually as you choose at checkout, through our payment processor, Paystack. You authorise us and our processor to charge your payment method on each renewal. Invoiced customers pay within [14] days of invoice date.

5.3Automatic renewal. Subscriptions renew automatically for the same term unless you cancel before the renewal date in your account settings. We will remind annual subscribers at least [14] days before renewal.

5.4Price changes. We may change prices with at least 30 days' notice. New prices apply from your next renewal.

5.5Taxes. Fees exclude Value Added Tax and other applicable taxes, levies and duties, which you must pay in addition, except taxes on our net income. If you must withhold tax, you will gross up payments so we receive the full amount invoiced, unless a valid withholding tax credit note is provided within [30] days.

5.6Currency and charges. If your card or account is in another currency, conversion happens at the rate applied by Paystack or your bank at the time of the charge. You bear any foreign exchange, bank or card charges your bank or card issuer imposes.

5.7Late payment. If payment fails or is overdue, we may (a) retry the charge, (b) charge interest on overdue amounts at [1]% per month or the maximum lawful rate, whichever is lower, and (c) suspend the Service after giving at least [7] days' written notice. You remain liable for fees during suspension.

5.8Refunds. Except as stated in these Terms or required by law, fees are non-refundable and there are no refunds or credits for partial periods, downgrades or unused features. [Option: offer a 14-day money-back guarantee on first purchase of an annual plan.]

5.9Disputed charges. Raise any good-faith billing dispute in writing within [30] days of the charge. We will work with you to resolve it. Filing a chargeback without first contacting us is a breach of these Terms, and we may suspend the account while it is resolved.

5.10Usage-based charges and spend controls. Usage-based fees (for example compute, bandwidth, storage, builds, messages, AI tokens, GPU time and agent runtime) accrue as resources are used. We provide usage dashboards, budget alerts and hard spend limits. If you set a hard spend limit, we will not charge above it, and affected services may pause when it is reached. You are responsible for usage generated through your account, including through leaked credentials, misconfigured code or runaway agents, except to the extent caused by our breach or a security failure in our systems. If you tell us within [7] days about an unintended usage spike that you stopped promptly once aware, we will review it in good faith and may grant a one-time credit.

6. Customer Content and intellectual property

6.1You own your content. As between the parties, you retain all rights, title and interest in Customer Content. We claim no ownership of it.

6.2Licence to us. You grant Rimbra and its sub-processors a worldwide, non-exclusive, royalty-free licence for the term of the agreement to host, store, copy, transmit, process, display and adapt Customer Content only as necessary to provide, secure, support and improve the Service, to comply with law, and as you direct through the Service.

6.3No training on your content. We do not use Customer Content to train general- purpose machine learning models, and we do not permit our AI providers to do so, unless you opt in in writing.

6.4Your responsibilities. You confirm that: (a) you have all rights, licences and consents needed to submit Customer Content and to grant the licence in clause 6.2; (b) Customer Content and its use through the Service do not infringe anyone's rights or breach Applicable Law; and (c) you have given all notices and obtained all lawful bases required to share Personal Data with us.

6.5No monitoring duty. We have no obligation to monitor Customer Content, but we may review it where we reasonably suspect a breach of these Terms or the AUP, where required by law, or at your request for support.

6.6Our IP. Rimbra and its licensors own all rights in the Service, including software, design, user interface, documentation, trade marks and know-how, and all improvements to them. Except for the limited rights expressly granted, no rights are granted by implication or otherwise. "Rimbra" and the Rimbra logo are our trade marks.

6.7Usage Data. We may collect technical and usage data about how the Service is used ("Usage Data"). We may use Usage Data to operate, secure and improve the Service, and may publish it only in aggregated, de-identified form that does not identify you or any individual.

6.8Feedback. If you give us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free right to use them without obligation to you. Feedback is not your confidential information.

6.9Copyright complaints. If you believe content on the Service infringes your copyright, send a notice to legal@rimbra.com identifying the work, the infringing material and its location, your contact details, and a statement of good-faith belief and accuracy. We will act on valid notices consistent with the Copyright Act 2022 and may terminate repeat infringers.

7. Data protection and confidentiality

7.1Roles. For Personal Data in Customer Content, you are the data controller and Rimbra is your data processor. For account, billing and Usage Data, Rimbra is a data controller. Our processing as controller is described in the Privacy Policy.

7.2DPA. Our DPA, available at [rimbra.app/dpa], forms part of these Terms and governs processing of Personal Data on your behalf. It reflects the NDPA, the GDPR and UK GDPR where they apply, and includes the standard contractual clauses or other approved transfer mechanism for cross-border transfers.

7.3International transfers. Customer Content may be stored and processed outside Nigeria, including in [region of cloud host]. We will transfer Personal Data across borders only under a lawful mechanism recognised by the NDPA and other applicable law.

7.4Sub-processors. We use the sub-processors listed at [rimbra.app/subprocessors]. We will give at least [14] days' notice of new sub-processors, and you may object on reasonable data protection grounds as set out in the DPA.

7.5Personal data breaches. We will notify you without undue delay, and in any event within [48] hours, after becoming aware of a personal data breach affecting Customer Content, so that you can meet your own 72-hour regulatory notification obligation under the NDPA or GDPR.

7.6Sensitive data. Unless agreed in a signed Order Form, you must not submit: health records regulated under specific health data laws, payment card data subject to PCI DSS, government identification numbers in bulk, or other special category data beyond what is incidental to normal use. We are not responsible for compliance obligations triggered by such data.

7.7Confidentiality. Each party will keep the other's non-public business, technical and financial information confidential, use it only to perform this agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or rightfully received from a third party. A party may disclose confidential information if required by law or court order, after giving prompt notice where lawful. These duties survive for [3] years after termination, and indefinitely for trade secrets.

7.8Requests from authorities. If a government, regulator or law enforcement body asks us for Customer Content, we will require valid legal process, disclose only what that process requires, and notify you before disclosure unless the law forbids it or there is an emergency involving risk of death or serious harm. Where reasonable, we will challenge requests we believe are unlawful or overbroad.

7.9Your End Users. If you use the Service to build products for your own customers ("End Users"), you are the controller of End User Personal Data. You must publish your own privacy notice and terms, obtain any consents required (including for cookies, analytics, marketing messages and push notifications), handle End User rights requests, and not represent that Rimbra is responsible for your product. We will assist with rights requests and breach notifications as set out in the DPA.

8. Third-Party Services and AI Features

8.1Third-Party Services. The Service may connect to Third-Party Services such as GitHub, cloud providers, payment gateways or communication tools. Your use of them is governed by their own terms. When you enable an integration, you authorise us to exchange Customer Content with that provider as needed. We do not control and are not responsible for Third-Party Services, their availability, or what they do with your data.

8.2AI Features. AI Features may produce output that is inaccurate, incomplete, biased or similar to output generated for others. You are responsible for reviewing AI output before relying on it, especially for code, security, legal, financial or medical decisions. As between the parties, you own AI output generated from your inputs, to the extent any rights exist in it. We do not warrant that AI output is unique or free from third-party rights.

8.3AI restrictions. You must not use AI Features to generate content that breaches the AUP or the usage policies of our AI providers, which we will make available on request.

9. Security and availability

9.1Security. We will maintain reasonable administrative, technical and physical safeguards designed to protect Customer Content, as described in our security documentation at [rimbra.app/security]. These include encryption in transit, access controls and logging.

9.2Shared responsibility. You are responsible for: securing your credentials and API keys; enabling multi-factor authentication where offered; managing User access; securing code, secrets and configurations you deploy; and keeping independent backups of critical Customer Content.

9.3Availability. We aim to keep the Service available 24 hours a day, but do not guarantee uninterrupted or error-free operation. Scheduled maintenance will be announced in advance where practicable. Any uptime commitment and service credits apply only if set out in a signed Order Form or published Service Level Agreement, and those credits are your sole remedy for downtime.

9.4Incidents and status. We publish service status and incident updates at [status.rimbra.app]. For incidents that materially affect a paid Workspace, we will provide a written post-incident summary on request.

9.5Backups. We back up managed databases and storage on the schedule shown for your plan. Backups reduce risk but are not a guarantee against loss. You should keep independent exports of critical data, which you can make at any time using our export tools.

10. Suspension

10.1We may suspend all or part of your access, with notice where reasonably practicable, if: (a) you breach the AUP; (b) payment is overdue after notice under clause 5.7; (c) your use poses a security risk or threatens the integrity or availability of the Service for others; (d) your use may expose us, our providers or other customers to legal liability; or (e) we are required to by law or a competent authority.

10.2We will limit any suspension to the minimum scope and duration reasonably needed, and restore access promptly once the cause is resolved.

11. Term and termination

11.1Term. These Terms apply from acceptance until all Subscriptions end and your account is closed.

11.2By you. You may cancel at any time in your account settings. Cancellation takes effect at the end of the current billing period unless stated otherwise. Prepaid fees are not refunded except as stated in these Terms.

11.3By either party for cause. Either party may terminate on written notice if the other: (a) materially breaches these Terms and fails to cure within [30] days of notice; or (b) becomes insolvent, enters liquidation, administration or receivership, or makes an arrangement with creditors.

11.4By us immediately. We may terminate immediately on notice for serious or repeated AUP breaches, fraud, illegal activity, or conduct that harms Rimbra, its Users or third parties.

11.5Effect. On termination: (a) your right to use the Service ends; (b) all unpaid fees become due; and (c) if we terminate for convenience or you terminate for our uncured breach, we will refund prepaid unused fees.

11.6Data export and deletion. For [30] days after termination (the "Retrieval Period") you may export Customer Content using available tools, unless we terminated for illegal activity. After the Retrieval Period we will delete Customer Content from active systems, and from backups within a further [90] days, unless law requires us to keep it. We have no obligation to retain Customer Content after the Retrieval Period.

11.7Survival. Clauses on fees owed, Customer Content licences needed for deletion, IP, feedback, confidentiality, disclaimers, limitation of liability, indemnities, governing law, disputes and general provisions survive termination.

11.8No lock-in. During your Subscription and the Retrieval Period, we provide tools to export your code configuration, databases, object storage and environment settings in standard, documented formats at no extra charge. Bandwidth charges for very large bulk transfers may apply at the rates on our pricing page, and we will tell you the estimated cost before any such export starts.

12. Warranties and disclaimers

12.1Mutual. Each party warrants that it has full power and authority to enter into these Terms.

12.2Ours. We warrant that during a paid Subscription the Service will perform materially in line with its documentation. If it does not, and you notify us within [30] days, we will use reasonable efforts to fix the non-conformity. If we cannot do so within a reasonable time, either party may terminate the affected Subscription and we will refund prepaid unused fees. This is your sole remedy for breach of this warranty.

12.3Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND TERMS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT DATA WILL NOT BE LOST.

12.4Consumers. Nothing in these Terms excludes or limits any right you have that cannot lawfully be excluded or limited, including rights under the Federal Competition and Consumer Protection Act 2018 if you use the Service as a consumer.

13. Limitation of liability

13.1Exclusion of indirect loss. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA (EXCEPT THE COST OF RESTORING IT FROM THE LAST AVAILABLE BACKUP), OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY.

13.2Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID AND PAYABLE BY YOU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; AND (B) USD [500].

13.3Exceptions. Clauses 13.1 and 13.2 do not limit: (a) your obligation to pay fees; (b) your liability for breach of clause 4.7 or the AUP; (c) either party's indemnity obligations under clause 14; (d) liability for fraud, fraudulent misrepresentation, wilful misconduct or gross negligence; (e) liability for death or personal injury caused by negligence; or (f) any liability that cannot be limited by law.

13.4Basis of the bargain. You acknowledge that the fees reflect this allocation of risk, and that without these limits the fees would be substantially higher.

14. Indemnities

14.1By Rimbra. We will defend you against any third-party claim alleging that the Service, as provided by us and used in line with these Terms, infringes that third party's intellectual property rights, and pay damages finally awarded or agreed in settlement. If such a claim arises or is likely, we may modify the Service to be non-infringing, obtain a licence, or terminate the affected Subscription and refund prepaid unused fees. We have no obligation for claims arising from Customer Content, Third-Party Services, Beta Features, AI output, combinations with items we did not supply, or modifications not made by us. This clause states our entire liability for IP infringement.

14.2By you. You will defend and indemnify Rimbra, its directors, officers, employees and agents against any third-party claim, regulatory action, fine, loss, damage or reasonable cost (including legal fees) arising from: (a) Customer Content; (b) your or your Users' breach of these Terms or the AUP; (c) your breach of Applicable Law, including data protection law; or (d) your use of Third-Party Services with the Service.

14.3Procedure. The indemnified party must: notify the indemnifying party promptly of the claim (delay only reduces the obligation to the extent of resulting prejudice); give it sole control of the defence and settlement, except that no settlement may admit fault or impose obligations on the indemnified party without its consent; and provide reasonable cooperation at the indemnifying party's cost.

15. Governing law and disputes

15.1Governing law. These Terms and any non-contractual obligations arising from them are governed by the laws of the Federal Republic of Nigeria.

15.2Negotiation first. A party raising a dispute must send written notice with reasonable detail. Senior representatives of both parties will meet, in person or online, to try to resolve it within [30] days.

15.3Mediation. If unresolved, either party may refer the dispute to mediation at the Lagos Multi-Door Courthouse or another mediator agreed by the parties, under the Arbitration and Mediation Act 2023.

15.4Arbitration. Any dispute not resolved within [60] days of the notice will be finally resolved by arbitration under the Arbitration and Mediation Act 2023 and the rules of the [Lagos Court of Arbitration]. The seat is Lagos, Nigeria. There will be one arbitrator. The language is English. The award is final and binding and may be enforced in any court of competent jurisdiction. Proceedings and the award are confidential except as needed to enforce it.

15.5Court relief. Nothing prevents either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction to protect its intellectual property, confidential information or the security of the Service, or from suing in the courts of Lagos State to recover unpaid fees.

15.6Class actions. To the extent permitted by law, disputes will be resolved only on an individual basis and not as a class, consolidated or representative action.

15.7Time limit. To the extent permitted by law, any claim must be started within [2] years after the cause of action arose.

16. General

16.1Entire agreement. These Terms and the documents incorporated in them are the entire agreement on their subject and replace all prior agreements and understandings. Each party acknowledges it has not relied on any statement not set out in them. Nothing limits liability for fraud.

16.2Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of all or substantially all of our assets, on notice to you.

16.3Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, strikes, power or grid failures, failures of internet, telecom or cloud providers, and cyberattacks not caused by its negligence. This does not excuse payment obligations. If the event lasts more than [60] days, either party may terminate the affected Subscription.

16.4Notices. We will send notices to the email address on your account or through in-app messages. You must send legal notices to legal@rimbra.com and, for notices of breach or dispute, also by courier to our registered address. Email notices are effective when sent unless a bounce is received.

16.5Electronic communications. You agree that agreements, notices and records may be made and kept electronically and are as valid as written, signed documents.

16.6Export and sanctions. You will comply with all export control and sanctions laws applicable to your use of the Service.

16.7Anti-bribery. Each party will comply with applicable anti-corruption laws, including Nigeria's Corrupt Practices and Other Related Offences Act 2000 and, where relevant, the UK Bribery Act 2010.

16.8Independent parties. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

16.9Publicity. We may list your name and logo as a customer unless you opt out by emailing hello@rimbra.com.

16.10Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in force.

16.11No waiver. Failure or delay in enforcing a right is not a waiver of it.

16.12Third-party rights. Except for persons protected under clause 14, no third party has any right to enforce these Terms.

16.13Language. These Terms are in English. Any translation is for convenience only and the English version prevails.

16.14Interpretation. Headings do not affect interpretation. "Including" means "including without limitation".

16.15Contact. Rimbra Limited, 7 Olufunke Alade Close, Amikanle, Alagbado, Lagos State, Nigeria. Legal: legal@rimbra.com. Support: support@rimbra.com. Security: security@rimbra.com. Abuse: info@rimbra.com.

S1. Deployments and hosting

S1.1You are the publisher of every application, website, API and preview you deploy ("Customer Applications"). You are responsible for their code, content, dependencies, licensing, security, and compliance with laws that apply to them and to your End Users.

S1.2Connecting a GitHub, GitLab or other repository authorises us to read the repositories you select, receive webhooks and post deployment statuses. We access only what the integration needs. You can revoke access at any time in that provider's settings.

S1.3Preview environments are public by default unless you enable access protection. Do not place real customer data or secrets in previews unless protected.

S1.4Automatic rollbacks, framework detection and build caching are conveniences. Test your deployments; we are not responsible for downtime caused by your code, configuration or dependencies.

S1.5We act as a hosting provider for Customer Applications. We do not review them before publication. We will act on valid complaints about Customer Applications under the AUP and clause 6.9, and may disable a Customer Application that breaches the AUP or that a court or competent authority orders removed.

S2. Compute and sandboxed execution

S2.1Compute resources are shared infrastructure. Autoscaling increases usage and therefore fees; set limits under clause 5.10.

S2.2Sandboxes isolate workloads but are not a guarantee against every escape technique. Do not run untrusted third-party code with access to production secrets unless you accept that risk.

S2.3GPU workloads, when available, may be subject to capacity limits, queueing, and separate pricing. We may pre-empt or reschedule low-priority or spot workloads with notice through the dashboard or API.

S3. Databases, cache, storage and backups

S3.1You control database schemas, queries, indexes and access rules. You are responsible for performance and security issues caused by them, including exposed public buckets or open database endpoints that you configure.

S3.2Branching, seeded test data and snapshots copy data. Mask or synthesise personal data before using it in non-production environments.

S3.3Point-in-time recovery and backup retention depend on your plan. Restores are best efforts. Deleted projects and databases may be recoverable for [7] days and then are permanently deleted.

S4. Networking, domains, DNS and CDN

S4.1You must own or have the right to use every domain you connect. Domain registrations bought through Rimbra are provided through an accredited registrar partner and are also subject to that registrar's terms and the rules of the relevant registry (for example NiRA for .ng domains, or ICANN rules for generic domains).

S4.2You are the registrant of domains bought for you. We will not transfer or allow a domain to lapse without notice. You may transfer a domain out at any time, subject to registry rules and payment of outstanding renewal fees.

S4.3We issue TLS certificates through public certificate authorities. CDN caching may serve stale content until purged; you control cache rules.

S5. Authentication, teams and secrets

S5.1If you use Rimbra authentication in your own product, you are the controller of your End Users' identities and must comply with clause 7.9.

S5.2Secrets stored in Rimbra are encrypted at rest. You are responsible for who you grant access to them, and for rotating secrets after a User leaves or a key may have been exposed.

S5.3SSO, SCIM and advanced roles, when available, may be limited to certain plans.

S6. Email

S6.1You may send only transactional email and email to recipients who have given valid consent. You must verify sending domains, include a working unsubscribe for marketing messages, and honour opt-outs promptly.

S6.2We may limit or pause sending if bounce, complaint or spam-trap rates exceed the thresholds in our documentation (currently [bounce 4%, complaints 0.1%]), to protect deliverability for all customers.

S6.3Delivery depends on recipient providers. We do not guarantee inbox placement or delivery time.

S7. SMS, push, WhatsApp and in-app notifications

S7.1SMS is delivered through licensed aggregators and carriers. You must comply with Nigerian Communications Commission rules on unsolicited messages and sender IDs, and with equivalent rules in each destination country. Sender IDs may require registration and approval before use.

S7.2WhatsApp messaging is subject to Meta's WhatsApp Business terms and policies. You must obtain the opt-ins Meta requires, use only approved templates where required, and accept that Meta may restrict your number independently of us.

S7.3Push notifications rely on Apple, Google and other platform services and are subject to their terms.

S7.4Message charges from carriers and platforms apply even when a message is not delivered, as shown on our pricing page. Provider failover and retries are best efforts.

S8. Payments, subscriptions, billing and payouts

S8.1Rimbra is not a bank, payment service provider or money transmitter. Payment processing, collection, settlement and payouts are provided by [Bachs] and other licensed payment partners ("Payment Partners"). Funds flow between your customers, the Payment Partner and your settlement account. Rimbra does not hold, receive or control your customers' funds.

S8.2To use payments you must enter into the Payment Partner's merchant terms, complete its KYC/KYB checks, and accept its decisions on onboarding, limits, reserves, holds and termination. We may pass your business information to the Payment Partner for these purposes.

S8.3You are the merchant of record for your products unless we expressly agree otherwise in writing. You are responsible for your pricing, refunds, disputes, chargebacks, consumer protection obligations, and for collecting and remitting taxes on your sales, including VAT.

S8.4Rimbra provides software to manage checkout, subscriptions, usage metering, invoices and customer portals. You must check invoices and tax settings before relying on them. Tax calculation tools are aids, not tax advice.

S8.5You must not use payments for prohibited businesses listed in the AUP or by the Payment Partner, including unlicensed lending, investment schemes, gambling or crypto exchange services.

S9. Mobile Preview Cloud

S9.1You are responsible for your app code, its compliance with Apple App Store and Google Play policies, signing keys and certificates, and store listings.

S9.2When you store signing credentials with us, you authorise us to use them only to build and submit the builds you request. You remain the account holder with Apple and Google.

S9.3Preview links and QR codes may be opened by anyone who has them unless you restrict access. Approval from Apple or Google for promoted builds is outside our control.

S10. Agent Cloud

S10.1Agents you deploy act on your behalf and under your instructions. You are responsible for every action an agent takes, including network requests, purchases, messages, code changes and data access, as if you had taken the action yourself.

S10.2You must configure scoped secrets, tool permissions, spend limits and human approval steps appropriate to the risk of each agent. We strongly recommend human approval for actions that move money, send external communications, delete data or change production systems.

S10.3Agents must comply with the AUP and with the terms and robots rules of websites they access. You must not use agents to impersonate people, evade security controls, or access systems without authorisation.

S10.4Agent workspaces may persist data. Pausing an agent does not delete its workspace; deletion follows clause 11.6.

S11. AI, search and model gateway services

S11.1AI models are provided by third parties listed at [rimbra.app/subprocessors]. Inputs and outputs routed through the model gateway are sent to the model provider you select and are also subject to its terms. We configure providers not to train on your data where the provider offers that option.

S11.2Clause 8.2 applies to all AI output. Embeddings, vectors and evaluation results are Customer Content.

S11.3Fine-tuning, when available, creates model artefacts that belong to you, subject to the base model provider's licence.

S12. Product analytics, feature flags and experiments

S12.1You choose what events to collect. You must obtain any consent required for cookies, tracking and analytics from your End Users, and must not collect special category data or children's data through analytics.

S12.2Feature flags and remote configuration change your product's behaviour in real time. Test changes; we are not liable for outcomes of flags you set.

S13. Files, media, workflows and testing

S13.1Virus scanning and OCR are best efforts and may miss threats or errors.

S13.2Signed URLs grant access to anyone holding them until they expire. Set short expiry times for sensitive files.

S13.3Durable workflows, retries and dead-letter queues reduce but do not remove the risk of duplicate or failed processing. Design your handlers to be idempotent.

S13.4Browser, API and device testing may run against your applications from our infrastructure. Only test systems you own or are authorised to test.

S14. Security and compliance tooling

S14.1WAF, DDoS protection, scanning, audit trails, GDPR tools and SOC 2 readiness tools help you meet your obligations but do not make you compliant. You remain responsible for your own compliance programme.

S14.2KYC/KYB integrations are provided by third-party verification providers. You are responsible for your decisions based on their results and for having a lawful basis to process identity data.

S15. Growth, launch and customer operations tools

S15.1Waitlists, referral programmes, promo codes and launch pages are your promotions. You are responsible for their terms, fairness, and compliance with consumer protection and advertising rules, including FCCPC rules.

S15.2User impersonation lets your support staff see your product as an End User sees it. Use it only with the End User's permission or another lawful basis, log its use, and restrict it to authorised staff.

S15.3Status pages, changelogs and help centres you publish through Rimbra are Customer Content.

S16. Templates, marketplace and integrations

S16.1Templates, plugins and integrations published by third parties ("Marketplace Items") are provided by their publishers under their own licences. We do not warrant them and they are Third-Party Services under clause 8.1.

S16.2If you publish a Marketplace Item, you grant users the licence you specify, warrant that you have the rights to do so, and must keep it free of malicious code. We may remove Marketplace Items at our discretion.

S16.3Revenue sharing for paid Marketplace Items, when offered, is governed by a separate publisher agreement.