Rue — Terms of Service

Last Updated: [DATE] Status: DRAFT for legal review. Not yet in force.

Internal note (delete before publishing): This is a working draft, not legal advice. It must be reviewed by qualified counsel — ideally a German data-protection lawyer, given that your first enterprise customer (Nelly) processes special-category health data. Fields in [BRACKETS] need your input. The companion documents are rue-privacy-policy.md (public) and, critically for enterprise customers, a separate Data Processing Agreement (DPA / Auftragsverarbeitungsvertrag) which carries the real Article 28 GDPR obligations — see note in §7.

1. Who we are and what these terms cover

These Terms of Service ("Terms") govern your access to and use of Rue, an AI employee service operated by Flooz Inc. ("Rue," "Flooz," "we," "us"), a corporation incorporated in Delaware, United States (EIN 86-1552012), with its registered/mailing address at 8605 Santa Monica Blvd, PMB 94419, West Hollywood, California 90069-4109, USA. Contact: hi@rue.works.

Rue connects to your communication channels (such as Slack, WhatsApp, Telegram, and email) and your business tools, and performs operational and customer-facing work on your behalf — reading channels, answering leads, drafting and sending messages and documents, booking appointments, and maintaining its own inbox and identity.

By installing Rue, creating an account, or otherwise using the service (the "Service"), you ("you," "Customer") agree to these Terms. If you are agreeing on behalf of a company or other organisation, you confirm that you are authorised to bind that organisation, and "you" refers to that organisation.

You must be at least 18 years old (or the age of majority where you live, if higher) to use the Service.

2. The Service

What Rue does. Rue is an autonomous AI worker that operates across your connected channels and tools. Depending on your configuration, Rue can read and respond to messages, draft and send communications and documents, schedule and rebook appointments, follow up with leads and customers, build and maintain an internal memory of your business, and execute approved actions through connected platforms.

Channels and identity. Rue can operate on its own dedicated inbox and, where provisioned, its own phone number, and acts as a front-line worker on the channels you connect.

Autonomy and human-in-the-loop. Rue operates with a configurable level of autonomy:

Auto-approve (default). For routine, learned, and low-risk actions, Rue may act without per-action approval, consistent with the settings in your workspace.
Human-in-the-loop gate. You can require manual approval for some or all actions. Higher-risk actions (such as those that materially affect a customer relationship, send a contract, or modify an external system) can be routed to a human for approval before they execute.
You are responsible for choosing and maintaining these settings, and for ensuring that only authorised people in your organisation can approve actions.

The Service is not a system of record. Rue assists with and automates work; it does not replace your own books, records, or professional judgement.

3. Your account and your responsibilities

Authorisation to connect. You confirm that you are authorised to install Rue on the channels and workspaces you connect, to grant the permissions Rue requests, and — where you connect a third-party tool — that you are authorised by your organisation and by the relevant account owner to do so.
Access control. You are responsible for controlling who in your organisation can interact with Rue, see Rue's proposals, and approve Rue's actions, including by managing channel, thread, and tool permissions.
Security of credentials. You are responsible for keeping your own accounts and connected-tool credentials secure.
Responsibility for use. You are responsible for activity that occurs through your workspace, including the consequences of actions you (or your authorised users) approve, and of actions covered by auto-approve settings you have enabled.
Lawful data. You are responsible for ensuring you have the legal right and, where required, the legal basis and consents to provide the data you connect to Rue and to have Rue process it — including any special-category data (such as health data). See §7 and the DPA.

4. Data protection and roles

For personal data that Rue processes on your behalf and on your instructions in the course of providing the Service (for example, the content of your channels and connected tools), you are the controller and Rue is the processor within the meaning of the GDPR. That processing is governed by our Data Processing Agreement, which forms part of these Terms for business customers and prevails over these Terms in the event of conflict on data-protection matters.

For personal data we process for our own purposes (for example, operating our website, billing, and security), we act as controller. That processing is described in our Privacy Policy.

You must not connect special-category data (Article 9 GDPR), data about children, or other particularly sensitive data to the Service unless your plan and your DPA expressly provide for it and you have a valid legal basis to do so.

5. Approvals and autonomous actions

Pre-authorised actions. If you enable auto-approve, recurring workflows, or similar settings, you authorise Rue to execute the covered actions without per-action human review.
Approval authority. An approval given through Rue's approval flow by a user with access to the request counts as authorisation to proceed. You are responsible for ensuring only appropriate people can give such approvals.
Execution and consequences. Once an action is approved or is permitted by your settings, Rue will attempt to carry it out. You remain responsible for the outcome of approved and pre-authorised actions.
Revocation. You are responsible for promptly updating or revoking approvals, connections, permissions, and workflow settings when roles or requirements change.

6. Acceptable use

You agree not to use the Service to:

break any applicable law, or infringe anyone's intellectual property, privacy, or other rights;
process data you have no legal right or basis to process;
send spam, phishing, malware, or deceptive or impersonating content;
generate content that is unlawful, defamatory, harassing, or that promotes violence or hatred;
violate the terms of Slack or any other connected platform;
attempt to gain unauthorised access to, disrupt, overload, scrape, or reverse-engineer the Service or its infrastructure;
circumvent usage limits, approval mechanisms, or security features;
use the Service in violation of export-control or sanctions laws; or
use the Service in high-risk settings where failure could lead to death, personal injury, or serious physical or environmental damage.

We may investigate suspected violations and may suspend or terminate access where reasonably necessary for security, legal, or risk reasons.

7. Enterprise customers, sensitive data, and the DPA

This section matters most for customers like Nelly.

Where you process personal data through Rue, a Data Processing Agreement (DPA / Auftragsverarbeitungsvertrag) applies in addition to these Terms. The DPA sets out, among other things: the subject-matter and duration of processing; our obligations as processor under Article 28 GDPR; our list of sub-processors and how we notify you of changes; the technical and organisational security measures (TOMs); the data-residency commitments applicable to your plan; how we assist you with data-subject requests, breach notification, and data-protection impact assessments; and how data is returned or deleted at the end of the relationship.

If you process special-category data (such as health data), additional terms, security measures, and — where applicable under German law (including professional-secrecy obligations under §203 StGB) — additional confidentiality undertakings apply, as set out in your DPA and any order form.

8. Plans, fees, and trials

Salary-model pricing. Rue is offered on flat monthly plans (for example, Part-time and Full-time), with Enterprise plans available on negotiated terms. Plan limits (such as facts, tasks, retention windows, and channels) are described at the point of sale.
Trial. Any free trial runs until the earlier of 14 days or 100 tasks, after which a paid plan is required to continue.
Billing. Paid plans are billed in advance for the billing period you select and renew automatically unless cancelled before the end of the period. Fees are charged in the currency applicable to your region (EUR in Europe; USD in the United States and the rest of the world) and are stated exclusive of VAT and other applicable taxes unless otherwise specified. Payments are handled by our payment processor (Stripe).
Changes to pricing. We may change pricing or plan structure on at least 30 days' notice before your next renewal.
Cancellation. You can cancel at any time, effective at the end of the current billing period. Fees already paid are non-refundable except where required by law or expressly stated.

9. Intellectual property

Our platform. We and our licensors own the Service, including its software, models configuration, and design. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes during your subscription.
Your data. You retain ownership of your business data and the content you connect. You grant us the limited licence needed to process that content to provide and support the Service, as further described in the DPA.
Outputs. Subject to third-party rights and these Terms, work product generated by Rue for you is yours to use for your business purposes. You are responsible for reviewing outputs before relying on them.
Feedback. If you give us feedback, we may use it freely.

10. AI outputs — disclaimers

AI outputs can be wrong, incomplete, or unsuitable. You are responsible for reviewing and verifying Rue's output before relying on or acting on it.
Rue does not provide legal, financial, tax, medical, or other professional advice. Use your own judgement and consult qualified professionals where appropriate.
Where you enable autonomous or pre-authorised actions, you accept that those actions may execute without real-time human review.
You are responsible for ensuring that actions executed through Rue comply with the policies of connected platforms and with applicable law.

11. Confidentiality

Each party will protect the other's confidential information with at least reasonable care and use it only to perform under these Terms. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (with notice where permitted).

12. Warranties and disclaimers

Except as expressly stated and to the maximum extent permitted by law, the Service is provided "as is" and "as available." We disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and we do not warrant that the Service will be uninterrupted, error-free, or that AI outputs will achieve any particular result. We are not responsible for the availability or behaviour of third-party platforms (such as Slack) that the Service depends on. Nothing in these Terms excludes liability that cannot be excluded under applicable law, including non-waivable consumer or data-protection rights.

13. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill. Our total aggregate liability for all claims relating to the Service in any 12-month period will not exceed the amount you paid us for the Service in that period.

Nothing in this section limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be limited under applicable law (including liability under the GDPR towards data subjects, which is allocated between the parties in the DPA).

14. Indemnification

You will defend and indemnify us against third-party claims arising from: your use of the Service in breach of these Terms or the law; data you connected without the necessary rights, basis, or consents; actions executed by Rue on your behalf after your approval or under your pre-authorisation settings; or your breach of a connected platform's terms. We will indemnify you against third-party claims that the Service itself, used as permitted, infringes that third party's intellectual-property rights. Each indemnity is subject to prompt notice, cooperation, and control of the defence by the indemnifying party.

15. Term, termination, and data handling

Termination. You may stop using the Service and terminate at the end of your billing period. We may suspend or terminate access if you breach these Terms, pose a security or legal risk, or if we discontinue the Service (with reasonable notice where feasible).
Effect. On termination, your right to use the Service ends. We will return or delete Customer Data in line with the DPA and our published retention timelines. Provisions that by their nature survive (including IP, confidentiality, disclaimers, liability, and indemnities) survive termination.

16. Changes to the Service and these Terms

We may update the Service and these Terms. For material changes to the Terms, we will give reasonable notice (for example, by email or in-product notice to workspace administrators). Continued use after changes take effect means you accept the updated Terms.

17. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules. Subject to any non-waivable consumer or data-protection rights you have where you live, the state and federal courts located in Delaware have exclusive jurisdiction over disputes arising from these Terms. For business customers in the EU/EEA, the data-protection relationship is additionally governed by the DPA, which applies EU data-protection law to the processing of Customer Data.

Recommendation applied: Delaware governing law + Delaware courts (consistent with Flooz Inc. being a Delaware corporation and the single contracting entity for all customers). Mandatory arbitration and class-action-waiver clauses have been intentionally omitted — they add little in a B2B context, are often unenforceable or poorly received in EU enterprise deals, and a German customer like Nelly will be more comfortable without them. The DPA carries EU data-protection law for Customer Data, which is what EU customers actually care about. Confirm with counsel before signing your first enterprise contract.

18. General

These Terms and the documents they reference (the Privacy Policy and, for business customers, the DPA) are the entire agreement between us about the Service. If a provision is unenforceable, the rest remains in effect. Our failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. No partnership, agency, or employment relationship is created by these Terms.

19. Contact

Flooz Inc. (Rue) 8605 Santa Monica Blvd, PMB 94419, West Hollywood, California 90069-4109, USA General: hi@rue.works · Privacy/DPO: [privacy@rue.works — recommend setting up] · EU Representative: [TO APPOINT — see Privacy Policy]