Acceptance of Terms
By accessing, browsing, or using any of the professional IT consulting, software development, or AI integration services provided by RankinSoft LLC (“RankinSoft”, “we”, “us”, or “our”), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are entering into these terms on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind such entity to these terms. These terms shall be governed by, construed, and enforced under the laws of the State of California, USA, without regard to its conflict of law principles.
Description of Services
RankinSoft specializes in high-value technical execution, including but not limited to: IT consulting, AI workflow automation, cloud infrastructure design, full-stack engineering, customized chatbot & RAG systems, business process automation (BPA), and scalable SaaS/web-based solutions. All services are performed on a project-specific or retainer basis, as explicitly outlined in a mutually executed Statement of Work (SOW). Each SOW shall define the deliverables, timeline, milestones, and specific commercial parameters governing that project.
User Accounts & Staging Access
To facilitate efficient collaboration, RankinSoft may grant client personnel authorized access to secure project management portals, source code staging environments, and proprietary development tools. You agree to safeguard all credentials, passwords, and access keys associated with these environments. RankinSoft reserves the right to immediately suspend access to any environment or tool without liability if a security breach, unauthorized credential sharing, or system misuse is detected.
Intellectual Property Rights
Except as otherwise explicitly agreed in an active Statement of Work, and subject to full, unconditional payment of all invoices due, RankinSoft hereby transfers and assigns to the Client all right, title, and interest in custom-developed software deliverables created specifically for the Client. RankinSoft expressly retains all ownership, patents, and intellectual property rights in its pre-existing tools, libraries, software frameworks, code architectures, methodologies, and proprietary algorithms used during the engagement.
Payment Terms & Retainers
Clients shall compensate RankinSoft in accordance with the schedules and rates defined in individual SOWs. Standard terms require payment within thirty (30) days (Net 30) of the invoice date unless stated otherwise. Past-due balances shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law. RankinSoft reserves the absolute right to suspend all active service performance, milestones, and environment access for any account remaining overdue by more than sixty (60) days.
Confidentiality & Non-Disclosure
Each party agrees to maintain the strict confidentiality of all proprietary business information, source code, data sheets, and intellectual strategies shared during the course of the engagement. Confidential information does not include information that is publicly known or independently developed without breach. These mutual confidentiality obligations shall remain in active force and survive the termination or expiration of these Terms of Service for a continuous period of three (3) years.
Limitation of Liability
In no event shall RankinSoft’s cumulative liability for any and all claims, damages, losses, or causes of action arising out of or related to an active Statement of Work exceed the total fees paid by the client under that specific Statement of Work during the twelve (12) months immediately preceding the event giving rise to liability. RankinSoft shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits or business interruption.
Warranties & Disclaimers
RankinSoft warrants that its consulting and engineering services will be performed in a professional, workmanlike manner conforming to prevailing industry standards. Except for this express limited warranty, all deliverables, technical roadmaps, and software are provided on an “as is” and “as available” basis. We make no warranty that the operation of delivered software, automated workflows, or integrated AI systems will be completely uninterrupted, secure, or free of minor errors.
Termination of Engagement
Either party may terminate an active SOW or the broader service relationship upon thirty (30) days prior written notice. Upon termination, Client shall immediately pay RankinSoft in full for all professional hours logged, deliverables prepared, and milestones achieved up to the effective termination date. RankinSoft agrees to provide reasonable, billed transition assistance for up to fifteen (15) business days following termination to ensure safe code and environment handoff.
Client Indemnification
You agree to indemnify, defend, and hold harmless RankinSoft and its officers, directors, employees, and subcontractors from and against any third-party claims, liabilities, losses, costs, or legal expenses arising directly out of your unauthorized use of the delivered software, your provision of proprietary data that violates third-party copyrights, or your material breach of any covenants contained within these Terms of Service.
Governing Law & Disputes
These Terms of Service and any dispute arising out of your relationship with RankinSoft shall be governed by and interpreted under the laws of the State of California, without giving effect to conflicts of laws. Prior to initiating any formal litigation, both parties agree to submit the dispute to confidential mediation, and if unresolved, to binding arbitration in Union City, California, under the commercial rules of the American Arbitration Association (AAA).
Modifications to Terms
RankinSoft reserves the right to modify or replace these Terms of Service at any time. In the event of material revisions, we will provide you with written notification via your registered account email address at least thirty (30) days before the updated terms go into effect. Continued engagement with our consulting services or access to staging environments following the effective date of changes constitutes acceptance of the new terms.
Legal Contact Information
If you have any questions or require clarification regarding these Terms of Service, please direct your inquiries to our corporate legal desk.