1. About DevRabbit

DevRabbit IT Solutions Inc. provides technology consulting, software development, artificial intelligence, systems integration, cloud, IoT, business assurance, digital consulting, staffing, and related technology services.

Our services may include, without limitation:

• Custom software and application development
• Mobile application development
• AI strategy, consulting, development, and integration
• Enterprise application and systems integration
• API development and management
• Cloud strategy, migration, hosting, management, monitoring, and support
• Salesforce consulting and implementation
• ServiceNow consulting and implementation
• IoT and connected-device solutions
• Business assurance and quality engineering services
• Digital transformation and consulting
• Technology staffing and professional services
• Workflow, automation, data, and integration solutions
• Other technology products and professional services described on our website or agreed upon in a Statement of Work (“SOW”)

The availability and scope of any particular service will depend on the applicable SOW, order form, proposal, master services agreement, or other written agreement between you and DevRabbit. Specific deliverables, timelines, fees, acceptance criteria, service levels, and other commercial terms may be defined in that agreement.

2. Scope and Order of Precedence

These Terms apply to your use of DevRabbit's website and, where incorporated by reference, to services provided by DevRabbit.

For enterprise or professional-services engagements, the parties may enter into additional agreements, including a Master Services Agreement (“MSA”), SOW, order form, Data Processing Agreement (“DPA”), service-level agreement (“SLA”), security addendum, or similar document (collectively, a “Service Agreement”).

If there is a conflict between these Terms and a separately executed Service Agreement, the Service Agreement will control to the extent of the conflict. Where multiple Service Agreements apply, the document most specifically addressing the relevant subject matter will control, unless the parties expressly agree otherwise in writing.

3. Eligibility

You must have the legal capacity to enter into a binding agreement to use our services.

Our services are not intended for individuals under the age of 18 unless expressly permitted by applicable law and authorized by a parent, guardian, educational institution, or other legally authorized organization.

If you access our services on behalf of an organization, you represent that you have authority to accept these Terms on its behalf.

4. Accounts and Access

Certain DevRabbit services may require you to create or maintain an account. You are responsible for:

• Providing accurate and complete information
• Maintaining the confidentiality of account credentials
• Maintaining appropriate security controls for users accessing your account
• Restricting unauthorized access to your account
• Promptly notifying DevRabbit of suspected unauthorized access or security incidents
• Ensuring that your authorized users comply with these Terms and applicable Service Agreements

You are responsible for activities performed through your account, except to the extent caused by DevRabbit's breach of an express security obligation under an applicable agreement or by DevRabbit's failure to maintain security measures expressly required under that agreement.

DevRabbit may suspend or restrict access where reasonably necessary to protect the security, integrity, or availability of its services or systems, or where required by law or an applicable Service Agreement.

5. Acceptable Use

You agree to use our services only for lawful purposes and in accordance with these Terms, applicable Service Agreements, and applicable laws and regulations.

You must not:

• Use the services for unlawful, fraudulent, deceptive, or malicious activities
• Attempt to gain unauthorized access to our systems, networks, accounts, or data
• Interfere with or disrupt the security, integrity, availability, or performance of our services
• Introduce malware, viruses, malicious code, or other harmful material
• Reverse engineer, decompile, disassemble, or attempt to derive source code from proprietary software except where expressly permitted by applicable law
• Circumvent access controls, authentication mechanisms, usage limits, or security features
• Use the services to infringe intellectual-property, privacy, publicity, or other rights of third parties
• Scrape, harvest, or systematically extract information from our website or services without prior written permission
• Use our proprietary materials or confidential information to develop or provide a competing service
• Use the services to transmit content that violates applicable law
• Probe, scan, or test the vulnerability of our systems without authorization
• Permit unauthorized third parties to access services licensed or provided exclusively to you

We reserve the right to investigate suspected violations and take appropriate action, including suspension or termination where permitted by these Terms or an applicable Service Agreement.

6. Professional Services and Statements of Work

For consulting, development, integration, implementation, staffing, or other professional services, DevRabbit and the customer may agree to a written SOW.

An SOW may specify:

• Scope of services
• Deliverables
• Project milestones
• Responsibilities of each party
• Dependencies and assumptions
• Fees and payment terms
• Acceptance procedures
• Intellectual-property arrangements
• Support and maintenance
• Service levels
• Change-management procedures
• Other project-specific terms

Unless otherwise stated in the applicable SOW, changes to project scope require a written change order or other written approval and may result in additional fees, revised timelines, or both.

Customer delays, incomplete requirements, unavailable personnel, delayed approvals, third-party dependencies, or other customer-controlled factors may affect delivery schedules and may entitle DevRabbit to reasonable schedule or fee adjustments where provided in the applicable SOW.

7. Customer Responsibilities

You are responsible for providing information, access, systems, personnel, approvals, credentials, documentation, and other resources reasonably required for DevRabbit to perform the services.

You represent that you have all necessary rights, permissions, licenses, and authorizations to provide DevRabbit with Customer Materials, data, software, systems, APIs, credentials, and other resources required for the engagement.

You remain responsible for the accuracy, legality, quality, and integrity of Customer Materials and customer-provided instructions.

You are also responsible for obtaining any required notices, consents, licenses, or permissions relating to data, systems, or third-party services you provide or make available to DevRabbit.

8. Fees and Payment

Fees, pricing, billing schedules, payment terms, taxes, and expenses will be specified in the applicable proposal, order form, SOW, invoice, or other commercial agreement.

Unless otherwise agreed:

• Invoices are payable according to the payment terms stated on the applicable invoice or agreement.
• You are responsible for applicable sales, use, value-added, withholding, or similar taxes, excluding taxes imposed on DevRabbit's net income.
• Invoice disputes must be raised promptly and in good faith, with reasonable detail regarding the disputed amount.
• Undisputed overdue amounts may be subject to reasonable interest or late charges to the extent permitted by applicable law.
• DevRabbit may suspend affected services for materially overdue undisputed amounts after providing reasonable notice.

9. Intellectual Property

9.1 DevRabbit Intellectual Property

DevRabbit retains all right, title, and interest in its pre-existing intellectual property and proprietary materials, including software frameworks, libraries, tools, templates, connectors, APIs, methodologies, development techniques, know-how, documentation, algorithms, generic components, reusable code, pre-existing technology, and improvements or enhancements to the foregoing (“DevRabbit IP”).

Nothing in these Terms transfers ownership of DevRabbit IP to you unless expressly stated in a written agreement.

9.2 Customer Materials

You retain ownership of materials, information, data, content, trademarks, software, systems, and other intellectual property that you provide to DevRabbit (“Customer Materials”).

You grant DevRabbit a limited, non-exclusive, non-transferable right to use Customer Materials solely as reasonably necessary to provide the contracted services, comply with applicable law, and perform its obligations under the applicable Service Agreement.

9.3 Deliverables

Ownership and licensing of project-specific deliverables will be governed by the applicable SOW or Service Agreement.

Unless expressly agreed otherwise in writing, delivery of project materials does not transfer ownership of DevRabbit IP, reusable components, tools, frameworks, methodologies, or third-party materials incorporated into the deliverables.

9.4 Third-Party and Open-Source Materials

Services may incorporate third-party software, APIs, platforms, libraries, open-source software, or other technologies. Such components may be subject to separate licenses and terms imposed by their respective providers.

You agree to comply with applicable third-party and open-source license terms. Unless expressly agreed otherwise in writing, DevRabbit does not grant rights broader than those available under the applicable third-party license.

10. Confidentiality

Each party may receive confidential or proprietary information from the other party in connection with the services. The receiving party will:

• Use confidential information only for purposes of the applicable business relationship.
• Protect confidential information using reasonable measures.
• Restrict access to individuals who need the information for legitimate business purposes.
• Not disclose confidential information except as permitted by the applicable agreement or required by law.

Confidential information does not include information that:

• Is publicly available without breach of an obligation.
• Was lawfully known before disclosure.
• Is independently developed without use of confidential information.
• Is lawfully received from a third party without a confidentiality obligation.

If the parties execute a separate confidentiality or nondisclosure agreement, that agreement will govern confidentiality matters to the extent of any conflict.

11. Data Protection and Privacy

DevRabbit's collection and use of personal information through its website and services are described in the DevRabbit Privacy Policy.

Where DevRabbit processes personal data on your behalf as part of a contracted service, the parties may enter into a DPA or other applicable data-protection terms.

Depending on the nature and location of the processing, applicable privacy and data-protection laws may include the GDPR, applicable U.S. state privacy laws, and other applicable legislation.

You are responsible for ensuring that your instructions to DevRabbit and your collection and provision of personal data are lawful and that you have obtained any required permissions or notices.

12. Security

DevRabbit maintains reasonable administrative, technical, and organizational safeguards designed to protect its systems and information.

Security requirements applicable to a particular engagement may be further defined in an SOW, DPA, security addendum, or other written agreement.

No method of electronic transmission, storage, or processing can be guaranteed to be completely secure. Accordingly, DevRabbit does not guarantee that unauthorized access, disclosure, alteration, or destruction will never occur.

You are responsible for maintaining appropriate security practices for your own systems, accounts, credentials, endpoints, applications, and integrations.

13. Artificial Intelligence Services

Certain DevRabbit services may incorporate artificial-intelligence or machine-learning technologies.

AI-generated or AI-assisted outputs may contain inaccuracies, omissions, unexpected results, or other errors. You are responsible for reviewing and validating AI-generated outputs before relying on them for business, legal, financial, medical, safety, compliance, or other consequential decisions.

Unless expressly agreed otherwise:

• AI outputs should not be treated as professional advice.
• You remain responsible for decisions made using AI-assisted outputs.
• You should not submit confidential, regulated, or sensitive information to an AI-enabled service except as permitted by the applicable service documentation or Service Agreement.
• AI services may rely on third-party models, APIs, infrastructure, or providers subject to additional terms.

Specific AI data-handling, security, ownership, retention, and usage terms may be established in the applicable Service Agreement.

14. Third-Party Services and Integrations

DevRabbit services may integrate with or depend upon third-party products and services, including cloud providers, enterprise software, APIs, payment services, CRM systems, ERP systems, CMMS platforms, communication services, and other technology platforms.

DevRabbit does not control third-party services and is not responsible for their availability or performance, changes to their APIs or functionality, pricing or commercial terms, security or data-processing practices, or service interruptions caused by third parties, except to the extent expressly assumed by DevRabbit under a written agreement.

Your use of third-party services remains subject to their applicable terms and policies.

15. Website Content

Information published on the DevRabbit website is provided for general informational purposes.

We seek to maintain accurate and current information, but we do not warrant that website content is complete, accurate, current, or error-free.

Descriptions of products, services, capabilities, technologies, case studies, estimated results, timelines, or pricing are not guarantees unless expressly incorporated into a written agreement.

16. Availability, Modifications, and Force Majeure

DevRabbit may modify, improve, update, suspend, or discontinue portions of its website or services from time to time. Where an applicable Service Agreement includes specific availability or service-level commitments, those commitments will govern.

DevRabbit is not responsible for delays or service interruptions resulting from circumstances beyond its reasonable control, including internet or telecommunications failures, cloud-provider outages, cyberattacks, natural disasters, governmental actions, labor disputes, utility failures, or other force majeure events.

Nothing in this section excuses a party from obligations that cannot reasonably be affected by the relevant event, including payment obligations for services already performed.

17. Warranties and Disclaimers

DevRabbit will perform professional services in a professional and workmanlike manner consistent with generally accepted industry practices, subject to the terms and limitations of the applicable SOW or Service Agreement.

Except as expressly stated in a written agreement, the website and services are provided on an “AS IS” and “AS AVAILABLE” basis to the maximum extent permitted by applicable law.

To the maximum extent permitted by law, DevRabbit disclaims implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or usage of trade.

DevRabbit does not warrant that:

• The services will be uninterrupted.
• The services will be completely error-free.
• All defects will be corrected.
• Third-party systems will remain available or compatible.
• Particular business results will be achieved.
• The services will satisfy every customer requirement unless expressly agreed in writing.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

18. Limitation of Liability

To the maximum extent permitted by applicable law, DevRabbit and its officers, directors, employees, affiliates, contractors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings, arising out of or relating to the services.

To the maximum extent permitted by applicable law, DevRabbit's aggregate liability arising out of or relating to the applicable services will not exceed the fees actually paid or payable to DevRabbit for the services giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim.

The limitations in this section will not apply to liability that cannot legally be limited or excluded. For enterprise engagements, the parties may agree to different liability limits or exclusions in a signed Service Agreement.

19. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless DevRabbit and its officers, directors, employees, affiliates, contractors, and representatives from third-party claims, damages, liabilities, losses, costs, and reasonable expenses arising from:

• Your unlawful use of the services.
• Your violation of these Terms or an applicable Service Agreement.
• Your violation of applicable law.
• Your infringement or misappropriation of third-party rights.
• Customer Materials or instructions supplied by you.
• Your unauthorized use of third-party systems or services.

The parties may establish additional or different indemnification obligations, including intellectual-property indemnification, in a written Service Agreement.

20. Suspension and Termination

DevRabbit may suspend or terminate access to the website or applicable services if:

• You materially breach these Terms or an applicable Service Agreement.
• You fail to pay undisputed amounts when due.
• Your use creates a material security, legal, or operational risk.
• Your use violates applicable law.
• Suspension or termination is otherwise permitted under an applicable Service Agreement.

Where reasonably practicable, DevRabbit will provide notice before suspension or termination, except where immediate action is reasonably necessary to protect systems, users, data, or comply with law.

Upon termination, your right to access or use the applicable services will cease unless otherwise provided in writing.

Termination does not eliminate obligations that by their nature should survive termination, including payment obligations, confidentiality, intellectual-property provisions, disclaimers, limitations of liability, indemnification, and dispute-resolution provisions.

21. Publicity

Unless otherwise agreed in writing, neither party may use the other party's name, trademarks, logos, or branding in public marketing materials, press releases, case studies, or similar promotional materials without prior written consent.

DevRabbit may identify customers as customers in general corporate materials only where permitted by the applicable agreement or customer authorization.

22. Compliance with Laws

DevRabbit's existing Each party will comply with laws and regulations applicable to its activities under the applicable engagement. policy states that its services are not directed to persons under 18.

You are responsible for determining whether your intended use of DevRabbit services complies with laws applicable to your business, industry, jurisdiction, data, and operations.

Where services involve regulated environments, the parties should document applicable regulatory, privacy, security, and compliance requirements in the relevant Service Agreement.

23. Export Controls and Sanctions

You agree not to use or provide access to DevRabbit services in violation of applicable export-control, sanctions, or trade laws.

You represent that you are not prohibited from receiving the services under applicable sanctions or trade restrictions.

DevRabbit may restrict or terminate access where reasonably necessary to comply with applicable laws or governmental requirements.

24. Governing Law and Dispute Resolution

These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles, except to the extent applicable law requires otherwise.

Any dispute-resolution procedures specified in a separate written agreement between DevRabbit and a customer will control for that customer.

Where no separate agreement applies, the parties should confirm the appropriate California venue and forum-selection provision before publication.

25. Notices

Notices relating to these Terms or the services should be sent to the contact information specified in the applicable Service Agreement. Where no Service Agreement specifies a notice address, legal notices to DevRabbit should be directed to DevRabbit IT Solutions Inc. at its then-current registered or principal business address.

Operational or account notices may be delivered electronically through the applicable service, account, or email address associated with the customer.

26. Assignment

You may not assign or transfer these Terms or an applicable Service Agreement, in whole or in part, without DevRabbit's prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets where the assignee assumes the applicable obligations.

DevRabbit may assign these Terms or an applicable Service Agreement to an affiliate or successor in connection with a merger, acquisition, corporate reorganization, or sale of assets, provided that the assignee assumes the applicable obligations.

27. Severability and Waiver

If any provision of these Terms is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

A party's failure to enforce any provision of these Terms will not constitute a waiver of its right to enforce that provision later.

28. Entire Agreement

These Terms, together with any applicable Service Agreement, SOW, order form, DPA, SLA, security addendum, and other documents expressly incorporated by reference, constitute the agreement between you and DevRabbit regarding the applicable services and supersede prior or contemporaneous understandings concerning the same subject matter, except as otherwise expressly stated in a written agreement.

29. Electronic Communications and Signatures

You agree that electronic communications, notices, approvals, records, and signatures may be used in connection with the services and may satisfy legal requirements for written communications or signatures to the extent permitted by applicable law.

30. Changes to These Terms

DevRabbit may update these Terms from time to time to reflect changes to its services, technology, business practices, or legal requirements.

The updated version will be posted on the DevRabbit website with a revised Last Updated date. For material changes affecting an existing contractual relationship, DevRabbit will provide additional notice where required by applicable law or the applicable Service Agreement.

Unless otherwise provided in a Service Agreement, changes to these website Terms will apply prospectively to future use of the website and services.

31. Contact Information

DevRabbit IT Solutions Inc.

1180 Iron Point Rd, Suite 145, Folsom, CA 95630, USA

Email: info@devrabbit.com

Phone: +1-650-352-8686

Website: https://www.devrabbit.com/