Terms of use
Last updated: May 2026
Runa Terms of Service
Last updated: May 22, 2026
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES OFFERED BY RUNA LABS INC. AND/OR ONE OR MORE OF ITS AFFILIATES ("RUNA," "WE," "US," "OUR"). BY (1) MUTUALLY EXECUTING AN ORDER FORM WITH RUNA THAT REFERENCES THESE TERMS, (2) CLICKING A BOX OR BUTTON INDICATING ACCEPTANCE, (3) ACCEPTING AN INVITATION TO A WORKSPACE, OR (4) ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY, AND "YOU," "YOUR," AND "CUSTOMER" REFER TO THAT ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE THAT AUTHORITY OR DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.
THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER IN SECTION 22. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 22.4.
These Terms govern your access to and use of (a) Runa's website at joinruna.com (the "Site") and (b) Runa's desktop application, APIs, agent features, and any related software, products, and services we make available (collectively, the "Services"). Our Privacy Policy is incorporated by reference. If you access the Services through a third-party application store (e.g., Apple App Store), additional terms imposed by that store also apply.
At a Glance
This summary is for convenience only. It does not replace the full Terms below.
Who these Terms cover. Anyone who accesses the Services — whether you pay for them ("Customer") or you were invited to a Workspace by someone who does ("Authorized User").
You own your Customer Data. Runa does not sell it. Third-party AI providers do not train on it. You can opt out of Runa using your De-Identified Data to improve our own models (Settings → Privacy → Model Training). Enterprise customers must opt in for this use.
You are responsible for obtaining recording consent from meeting participants as required by law. Runa provides indicators and controls; the legal duty is yours.
Agent actions require your approval. Runa does not autonomously execute decisions with legal or similarly significant effects. AI outputs are suggestions — you review and approve before any action is taken.
Subscriptions auto-renew unless you cancel at least 14 days before the end of the term.
Mutual indemnification. Runa defends you against IP-infringement claims based on the Services; you defend Runa against claims based on your data, your misuse, or your integrations.
Mutual liability cap. Neither party is liable for indirect damages. Total liability is capped at the fees paid in the 12 months before the claim.
Disputes are resolved by binding arbitration in Delaware, on an individual basis, unless you opt out within 30 days.
Governing law: Delaware.
Table of Contents
1. Acceptance and Application
1.1 Acceptance
You accept these Terms by any of the methods listed in the bold preamble above. Each time you access or use the Services after a change to these Terms, you reaffirm your acceptance of the then-current Terms.
1.2 Who These Terms Apply To
These Terms apply to:
Customers — individuals or entities that purchase a Subscription or otherwise register for the Services; and
Authorized Users — individuals invited by a Customer to access a Workspace.
Most provisions apply to both. Sections that apply only to Customers (e.g., Section 13 — Fees and Payment) or only to Authorized Users (e.g., Section 10 — Authorized User Terms) are identified.
1.3 Changes to These Terms
We may update these Terms from time to time. If we make a material change, we will provide reasonable notice by posting the updated Terms on the Site, sending an email to the address associated with your account, or providing in-application notice. If you continue to access or use the Services after the effective date of the updated Terms, you agree to the updated Terms. If you do not agree, you must stop using the Services and may terminate as described in Section 14.
1.4 Order of Precedence
In the event of any conflict among the documents that form the agreement between you and Runa, the following order of precedence applies (with the higher-listed document controlling):
A signed Order Form, Master Services Agreement, or Data Processing Addendum ("DPA") between you and Runa;
These Terms;
The Privacy Policy and any other policies referenced in these Terms;
Documentation.
2. Definitions
The following capitalized terms have the meanings set out below. Other terms are defined in context.
Affiliate — any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" means ownership of more than 50% of the voting interests of the subject entity.
Agent Action — an action proposed or executed by Runa's agent features in a connected system (e.g., sending an email, updating a CRM record), subject to your review and approval as described in Section 8.
Authorized User — an individual permitted by a Customer to use the Services within the Customer's Workspace. Each Authorized User must have a unique account.
Customer — an individual or entity that purchases a Subscription or otherwise registers for the Services.
Customer Data — all data, information, and content (including transcripts, notes, meeting memory, and integration data) that a Customer or an Authorized User submits to, uploads to, or generates through the Services in connection with the Customer's account, excluding System Data.
De-Identified Data — data derived from Customer Data that has been processed such that it cannot reasonably be linked to an identified or identifiable individual, Customer, or Workspace.
Documentation — Runa's end-user documentation for the Services, as updated from time to time and published on the Site or otherwise made available.
Effective Date — the date you accept these Terms as described in the preamble.
Fees — the fees payable for a Subscription as set forth in an Order Form, on the Site's pricing page, or as otherwise agreed in writing.
Free Services — Services made available to you without charge (including any free tier, trial, evaluation, or beta).
Harmful Code — any virus, worm, malware, ransomware, spyware, time bomb, Trojan horse, or other malicious or unauthorized code or device.
Non-Runa Application — any third-party service, application, API, plug-in, model, or technology that is not provided by Runa and that interoperates with the Services (e.g., calendar, email, video-conferencing, CRM, communications, and identity providers you connect to Runa).
Order Form — an ordering document signed by both parties, or an online order completed through the Site's checkout flow, that sets out the Subscription, Fees, term, and any specific terms.
Organizational Email — an email address provisioned by an individual or entity whose domain is affiliated with that individual or entity (e.g., a common company domain).
Personal Data — any information relating to an identified or identifiable natural person, processed by Runa in connection with the Services, including "personal data" as defined under the GDPR and "personal information" as defined under the CCPA.
Recording Laws — laws governing the recording, monitoring, transcription, or interception of conversations, including U.S. federal and state wiretap and eavesdropping laws and analogous laws of other jurisdictions.
Services — the Site, the Runa desktop application, APIs, agent features, and any related software, products, and services we make available, including any Updates.
Service Tier — the plan under which you have subscribed to the Services (e.g., Free, Pro, Team, Enterprise), as set forth on the Site's pricing page or in an Order Form.
Subscription — a paid right to use the Services for a Subscription Term.
Subscription Term — the term of a Subscription set forth in an Order Form (or, absent an Order Form, the term set out in the checkout flow).
System Data — data, information, materials, and other intangibles created, developed, collected, or obtained by Runa in connection with the operation, maintenance, or provision of the Services, including (a) system performance data, technical logs, and usage statistics; (b) De-Identified Data; and (c) any other data generated by Runa independent of Customer's Confidential Information. System Data does not include Customer Data.
Third-Party Models — any artificial-intelligence or machine-learning model, including any large language model or speech-to-text model, developed or operated by a third party and used by Runa to provide the Services (e.g., models provided by OpenAI, Anthropic, AssemblyAI, Deepgram).
Updates — patches, enhancements, modifications, fixes, or new versions of the Services that Runa makes available from time to time.
Workspace — a section of the Services in which a Customer's Authorized Users may store, access, use, modify, or share Customer Data with other Authorized Users.
3. Account, Authorized Users, and Workspace
3.1 Account
To access the Services, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your credentials, for all activity that occurs under your account, and for promptly notifying us of any unauthorized access or use.
3.2 Authorized Users
A Customer may permit Authorized Users to access the Services within its Subscription, subject to any user-count or other limits set out in the applicable Order Form or pricing page. Each Authorized User must use a unique account and must not share credentials. Accounts may be reassigned to a replacement individual but may not be used by multiple individuals concurrently.
Customer is responsible for all acts and omissions of its Authorized Users in connection with the Services and for ensuring that its Authorized Users comply with these Terms.
3.3 Workspace
The Services include functionality to organize Customer Data into one or more Workspaces. Customer is responsible for the configuration of its Workspaces, including who is invited, what is shared, and what permissions are granted.
3.4 Workspace Administration
Customer may designate one or more Authorized Users as administrators of a Workspace. Administrators may, among other things, view, manage, and control the Workspace and its content; remove Authorized Users; reset access; manage retention and export; manage integrations; and consolidate or transfer Workspaces. Customer acknowledges and agrees that administrators have these capabilities and that Customer assumes all rights and obligations associated with administrator actions, including any obligation to pay Fees for additional Authorized Users.
3.5 Joining Another Workspace
If you or your Authorized Users join a Workspace that you do not control (for example, a Workspace controlled by your employer or another customer of Runa), you acknowledge and agree that (a) content that you create, copy into, or share in that Workspace may be accessed, modified, deleted, or shared by the administrators of that Workspace, and (b) you must comply with the policies of that Workspace's controller. For purposes of that Workspace, you are an Authorized User of its controller, and your use is governed by these Terms, including Section 10.
3.6 Organizational Email Disclosure
If you used an Organizational Email to create a personal account that is not managed by the organization that provisioned the email, the organization may request, and we will disclose to them, the Organizational Email associated with your account. Runa will not transfer other account information or its contents to that organization without your consent.
4. License Grant; Reservation of Rights
4.1 Subscription License
Subject to Customer's compliance with these Terms and timely payment of all Fees, Runa grants Customer a worldwide, non-exclusive, non-sublicensable, non-transferable, limited right during the Subscription Term to access and use the Services through Authorized Users, solely for Customer's internal business purposes and in accordance with the Documentation.
4.2 Authorized User License
Subject to the Customer's Subscription and these Terms, each Authorized User has a limited, personal, non-exclusive, non-transferable, non-sublicensable right to access and use the Services as enabled by the Customer.
4.3 Reservation of Rights
Runa and its licensors reserve all rights, title, and interest in and to the Services, the Documentation, System Data, and all related intellectual property (collectively, "Runa IP"). No rights are granted to you under these Terms other than the limited rights expressly set out here. The "Runa" name, logo, and other Runa marks are trademarks of Runa. You may not use them without our prior written consent. For the avoidance of doubt, Runa IP does not include Customer Data.
4.4 Feedback
If you provide Runa with feedback, suggestions, or ideas about the Services ("Feedback"), you grant Runa a worldwide, perpetual, irrevocable, sublicensable, royalty-free license to use the Feedback for any purpose, including improving the Services.
5. Acceptable Use; Restrictions
5.1 General Restrictions
You will not (and will not allow any third party to), directly or indirectly:
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, data, or algorithms of the Services, except to the extent applicable law prohibits this restriction;
Modify, translate, or create derivative works based on the Services or any Documentation;
Sell, resell, copy, rent, license, lease, distribute, pledge, assign, sublicense, publish, or otherwise transfer rights to the Services or include the Services in a service bureau or outsourcing offering;
Use the Services for the benefit of any third party, except as expressly permitted for Customer's Authorized Users;
Remove or alter any proprietary notices or labels in the Services;
Use the Services to build, train, or improve a competing product or service, or to copy any features, functions, ideas, data, or graphics of the Services;
Access or use the Services for benchmarking or competitive analysis, or to monitor availability, performance, or functionality, except as expressly authorized in writing by Runa;
Use the Services to store or transmit material that is infringing, libelous, harassing, threatening, obscene, hateful, fraudulent, or otherwise tortious or unlawful, or that violates a third party's rights (including privacy or publicity rights);
Use the Services to store or transmit Harmful Code, or to interfere with or disrupt the integrity or performance of the Services or any data they contain;
Attempt to gain unauthorized access to the Services or any of their related systems or networks, including by probing, scanning, or testing the vulnerability of any system or network;
Bypass usage limits, throttling, or other technical or contractual controls;
Use spiders, crawlers, scrapers, or other automated means to access or collect data from the Services, except as expressly permitted by Runa;
Frame, mirror, or impersonate the Services or any portion thereof;
Use the Services in any manner that circumvents the unique-identity requirement for Authorized Users, or in any manner intended to temporarily reduce the apparent number of Authorized Users to avoid Fees;
Use the Services to send unsolicited communications, advertisements, or spam;
Misrepresent your identity or affiliation;
Violate any applicable law, regulation, or third-party right in connection with your use of the Services.
5.2 Prohibited Data
You will not submit to or store in the Services:
Protected Health Information ("PHI") as defined under the U.S. Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act ("HITECH"), unless you have executed a Business Associate Agreement with Runa expressly permitting this use;
Cardholder data as defined under the Payment Card Industry Data Security Standard ("PCI DSS");
Non-Public Personal Information ("NPI") as defined under the Gramm-Leach-Bliley Act ("GLBA"), other than general business contact information (e.g., name, business email, business phone);
Information that would render the Services subject to additional regulatory regimes (e.g., CJIS, ITAR, EAR-controlled technical data above EAR99, or material non-public information protected by securities laws), unless agreed in writing by Runa.
Runa disclaims all liability arising from any submission of the foregoing in violation of this Section. If you are subject to one of these regimes, contact Runa to determine whether Runa Enterprise (with applicable contractual safeguards) is appropriate for your use case.
5.3 No High-Risk Use
The Services are not designed for, and you will not use the Services in, any application where the failure of the Services could result in death, personal injury, environmental damage, or material property damage, including life-support systems, nuclear facilities, autonomous vehicles, air-traffic control, emergency services, or other safety-critical applications. Runa disclaims any warranty of fitness for high-risk activities.
5.4 Embargoed Countries and Sanctioned Persons
You will not access or use the Services from any country or region subject to a comprehensive U.S. embargo (currently Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine), and you will not provide access to the Services to any individual or entity on the U.S. Department of the Treasury's Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce's Entity List, or analogous sanctions lists. You represent that you and your Authorized Users are not such individuals or entities. See also Section 20.
5.5 Acceptable Use Policy
Runa may publish or update an Acceptable Use Policy from time to time. The Acceptable Use Policy is incorporated into these Terms by reference.
5.6 Investigation and Enforcement
Runa may, but is not obligated to, investigate suspected violations of these Terms. If Runa reasonably believes that a violation has occurred, Runa may take any action it deems appropriate, including warning the Customer, suspending or terminating accounts or Subscriptions, removing or disabling content, and cooperating with law enforcement.
6. Recording, Transcription, and Consent
6.1 Recording Laws
Recording, monitoring, or transcribing a conversation may be subject to Recording Laws that require notice to, or consent from, some or all participants. These laws vary by jurisdiction. Some U.S. states require all-party consent (including California, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, and Washington). Other states require only one-party consent. Many countries outside the U.S. impose their own requirements.
6.2 Customer / User Responsibility
You are solely responsible for complying with all Recording Laws and other applicable laws when you use the Services to capture, transcribe, or analyze a conversation, including by:
Obtaining any required consents from meeting participants in advance;
Providing required notices at the start of a meeting;
Honoring requests from participants to stop capture, pause processing, or delete a transcript;
Implementing internal policies (including, where applicable, employee notices, works-council consultations, and works-council notifications) for the use of the Services in your organization;
Determining whether any participant is a minor or otherwise requires special protections.
Runa does not provide legal advice. Runa disclaims all liability arising from any failure by you, your Authorized Users, or meeting participants to comply with Recording Laws or other applicable law.
6.3 Tooling
Runa provides in-application indicators when capture is active, controls to pause or stop capture, and a process for any meeting participant — including non-users — to request access, correction, or deletion of their Personal Data through the channels described in the Privacy Policy.
6.4 Bot-Free Local Capture
Runa is designed to capture audio locally on the user's device, without joining the meeting as a bot. This architecture supports, but does not replace, your obligations under Section 6.2.
7. Third-Party Integrations and Non-Runa Applications
7.1 Integrations
The Services may operate on, with, or through Non-Runa Applications (for example, calendar, email, video-conferencing, CRM, communications, and identity providers you connect via OAuth). Your use of any Non-Runa Application is governed by the terms and privacy policy of that third party, not by these Terms. Runa does not control Non-Runa Applications and is not responsible for them.
7.2 Your Responsibility for Integrations
You are responsible for (a) procuring all rights, permissions, and consents necessary to integrate a Non-Runa Application with the Services; (b) complying with the terms of the Non-Runa Application; and (c) reviewing the OAuth scopes you grant. You may revoke a Non-Runa Application's access at any time through the Non-Runa Application's settings or through Runa's Settings → Integrations.
7.3 Availability Dependent on Non-Runa Applications
Runa is not responsible for the availability or functionality of the Services to the extent it depends on a Non-Runa Application, including any outage, deprecation, or change to a Non-Runa Application.
7.4 Removal
If Runa receives notice, or reasonably believes, that data or a Non-Runa Application must be removed, modified, or disabled to comply with these Terms, applicable law, or third-party rights, Runa may require Customer to do so, and may itself disable or remove the data or integration. Customer will provide reasonable cooperation.
8. AI Features, Outputs, and Agent Actions
8.1 AI Outputs
The Services use artificial intelligence to transcribe audio, generate summaries, action items, and structured notes, build cross-meeting memory, detect potential conflicts across meetings, and suggest or draft actions in connected systems (collectively, "AI Outputs"). AI Outputs are generated by statistical models and may contain errors, omissions, biases, or inaccuracies. AI Outputs are provided for your review.
8.2 No Reliance Without Review
You acknowledge and agree that you are solely responsible for evaluating any AI Output for accuracy, appropriateness, and fitness for your purpose before relying on it or sharing it. Runa is not responsible for any decision, action, or omission that you, your Authorized Users, or any third party makes in reliance on an AI Output.
8.3 Agent Actions; Human-in-the-Loop
Where Runa proposes an Agent Action — for example, drafting an email, updating a CRM field, or posting a message in a connected service — the Agent Action will be presented for your review and is not executed until you approve it (or until an Authorized User to whom you have delegated this authority approves it). Once you approve an Agent Action, Runa may execute it in the connected service using the credentials and OAuth scopes you have provided.
You are responsible for the consequences of all Agent Actions you (or an Authorized User acting under your authority) approve. This includes communications sent on your behalf, records created or modified, and any downstream effects.
8.4 No Solely Automated Decisions
Runa does not make solely automated decisions producing legal or similarly significant effects about any individual, and you must not use the Services to do so. You will not present AI Outputs as authoritative decisions about employment, credit, housing, insurance, education, or other consequential matters without independent human review.
8.5 Third-Party Models
Runa uses Third-Party Models to provide the Services. Runa's agreements with its current model providers (including, as of the Effective Date, OpenAI, Anthropic, AssemblyAI, and Deepgram) prohibit those providers from using Customer Data to train their models. Runa may add or change Third-Party Model providers from time to time, subject to the foregoing commitment. A current list of subprocessors is available on request and, for enterprise customers, under the DPA.
8.6 AI Laws
You are responsible for complying with all laws applicable to your use of AI, including the EU AI Act, the Colorado AI Act, and analogous laws. The Services are designed to function as a general-purpose AI application and are not marketed for high-risk uses under Annex III of the EU AI Act. If you intend to deploy the Services in a high-risk use case, you are responsible for compliance.
9. Customer Data; Training; Feedback
9.1 Ownership
As between you and Runa, you own all right, title, and interest in your Customer Data. Runa claims no ownership over Customer Data.
9.2 License to Provide the Services
You grant Runa a worldwide, non-exclusive, royalty-free, sublicensable (to subprocessors only) right and license to host, store, transmit, process, copy, display, and otherwise use Customer Data to:
Provide, maintain, and improve the Services;
Operate features such as transcription, summarization, cross-meeting memory, conflict detection, search, and Agent Actions;
Prevent, detect, and investigate fraud, security incidents, and abuse;
Carry out core business operations (e.g., accounting, audits, tax preparation, billing);
Comply with applicable law, lawful requests, and our legal obligations; and
Enforce these Terms.
This license terminates when the Customer Data is deleted from the Services or when Customer's Subscription terminates, except as needed to complete the foregoing purposes or as required by law (e.g., retention in backups for a limited period; financial records).
9.3 No Sale; No Third-Party Training
Runa does not sell Customer Data. Runa does not permit third parties (including Third-Party Model providers) to use Customer Data to train their models.
9.4 De-Identified Data and Internal Model Training
Subject to Section 9.5, you grant Runa a worldwide, royalty-free, perpetual, irrevocable right to create De-Identified Data from Customer Data and to use the De-Identified Data to:
Operate, secure, analyze, improve, test, train, and evaluate Runa's products, services, and AI models;
Generate aggregated industry insights and benchmarks; and
Develop new products and services.
9.5 Opt-Out / Opt-In by Service Tier
For Free, Pro, and Team Service Tiers, Customer Data may be used to create De-Identified Data for the purposes in Section 9.4 unless Customer opts out at Settings → Privacy → Model Training. Opt-out applies on a going-forward basis.
For the Enterprise Service Tier, Customer Data will not be used to create De-Identified Data for model training unless Customer expressly opts in.
The opt-out and opt-in described here do not prevent Runa from creating and using System Data, which Runa may always use for the purposes described in Section 4.3.
9.6 Feedback
See Section 4.4.
10. Authorized User Terms
This Section applies if you are an individual using the Services as an Authorized User of a Customer (for example, your employer or another organization).
10.1 The Customer Controls the Workspace
The Customer that invited you is the controller of Customer Data in your Workspace. The Customer may, among other things, view, manage, and control the content of the Workspace; provision or deprovision your access; configure integrations and retention; export or delete data; and consolidate or transfer Workspaces. You acknowledge and agree that the Customer's choices and instructions may result in the access, modification, disclosure, or deletion of some or all of the Customer Data associated with your account in the Workspace.
10.2 Customer Is Responsible for Notices, Consents, and Disputes
As between Runa and the Customer, the Customer is solely responsible for (a) informing you and other Authorized Users of any relevant Customer policies and Workspace settings that may affect the processing of Customer Data; (b) obtaining any rights, permissions, and consents required for the lawful use of the Services and Customer Data, including under Recording Laws; (c) ensuring that the transfer and processing of Customer Data under these Terms is lawful; and (d) responding to and resolving any dispute between Customer and you relating to Customer Data, the Services, or the Customer's failure to fulfill these obligations.
10.3 Termination
These Terms remain in effect with respect to you until the Customer's Subscription expires or terminates, or your access to the Workspace is terminated by the Customer or by Runa. If you want to terminate your account, your access to a Workspace, or your access to the Services as an Authorized User, contact the Customer.
10.4 Limited Liability of Authorized Users
If you are not also a Customer, your aggregate liability to Runa under these Terms is capped at one hundred U.S. dollars ($100). This cap does not limit (a) the Customer's liability to Runa or (b) Runa's right to seek equitable relief.
10.5 Age
The Services are not intended for individuals under 16 years of age (or, where higher under applicable law, the age of digital consent in your jurisdiction). You represent that you meet this requirement.
11. Free Services and Trials
11.1 Free Services
Runa may make Free Services available to you, subject to limits and conditions described on the Site or in the Documentation. Runa may modify, suspend, or terminate Free Services at any time, with or without notice. You are responsible for retrieving any Customer Data from Free Services before termination, to the extent supported by the Free Services.
11.2 Trials
Trial Subscriptions are available only for the period stated on the Site or in the Order Form. Unless the Order Form provides otherwise, a Trial Subscription will automatically convert to a paid Subscription at the end of the trial period at Runa's then-current rates, unless you cancel before the trial ends.
11.3 Free Services Disclaimer
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS: (A) FREE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND; (B) RUNA SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO FREE SERVICES UNLESS PROHIBITED BY APPLICABLE LAW, IN WHICH CASE RUNA'S LIABILITY WITH RESPECT TO FREE SERVICES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100) IN THE AGGREGATE; AND (C) YOU SHALL BE FULLY LIABLE TO RUNA FOR ANY DAMAGES ARISING FROM YOUR USE OF FREE SERVICES, ANY BREACH BY YOU OF THESE TERMS, AND ANY INDEMNIFICATION OBLIGATION HEREUNDER. IN THE EVENT OF A CONFLICT BETWEEN THIS SECTION AND ANY OTHER PART OF THESE TERMS WITH RESPECT TO FREE SERVICES, THIS SECTION CONTROLS.
12. Service Updates, Beta Features, Maintenance
12.1 Updates
Runa may issue Updates from time to time. Updates become part of the Services and are subject to these Terms. Runa will use commercially reasonable efforts to give Customer prior notice of any change that materially decreases the overall functionality of the Services.
12.2 Beta Features
Runa may offer features identified as "alpha," "beta," "preview," "experimental," or similar (collectively, "Beta Features"). Beta Features are provided for evaluation, may change or be discontinued at any time, and are subject to additional terms Runa may post. BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. Runa's liability with respect to Beta Features is subject to the same caps applicable to Free Services in Section 11.3.
12.3 Maintenance
Runa may schedule maintenance windows during which the Services may be unavailable. Runa will use commercially reasonable efforts to schedule non-emergency maintenance outside ordinary U.S. business hours.
12.4 Service Levels
Service levels and uptime commitments, if any, apply only to Subscriptions for which a Service Level Agreement ("SLA") has been signed or expressly incorporated into an Order Form. No SLA applies to Free Services or Beta Features.
13. Fees and Payment
This Section applies to paid Subscriptions.
13.1 Fees
Customer will pay all Fees set forth in the applicable Order Form or, in the absence of an Order Form, as published on the Site at the time of purchase. Except as otherwise expressly set out, (a) Fees are based on the Subscription purchased, including the number of Authorized Users, and not on actual usage; (b) Fees are non-cancelable and non-refundable; (c) the number of Authorized Users may not be reduced during a Subscription Term; (d) any additional Authorized Users above the purchased amount will be charged at the rate set out in the Order Form or, if none, at Runa's then-current rates; and (e) partial months are counted as full months.
13.2 Invoicing and Payment
Customer will provide Runa with valid and current payment information (e.g., credit or debit card, ACH, or purchase order acceptable to Runa). By providing payment information, Customer authorizes Runa to charge that payment method for the Fees due. Invoices not paid by a non-card method are due net 30 days from the invoice date unless otherwise specified.
13.3 Auto-Renewal
UNLESS OTHERWISE SET OUT IN THE ORDER FORM, EACH SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE TERMS OF EQUAL LENGTH (NOT EXCEEDING ONE YEAR EACH), AT RUNA'S THEN-CURRENT RATES, UNLESS A PARTY GIVES WRITTEN NOTICE OF NON-RENEWAL AT LEAST FOURTEEN (14) DAYS BEFORE THE END OF THE THEN-CURRENT TERM. Notice of non-renewal must be sent to admin@joinruna.com or through any in-product cancellation flow Runa makes available.
13.4 Overdue Charges
If any invoiced amount is not received by the due date, then, without limiting Runa's other remedies: (a) interest may accrue at the lesser of 1.5% per month or the maximum rate permitted by law; and (b) Runa may, on 10 days' notice, condition future Subscription renewals and orders on payment terms shorter than those in Section 13.2.
13.5 Suspension and Acceleration
If any amount owed by Customer is 30 or more days overdue, Runa may, without limiting its other rights, (a) accelerate Customer's unpaid Fee obligations so that all such obligations become immediately due and (b) suspend the Services until paid in full. Runa will use commercially reasonable efforts to give Customer notice before suspending the Services. Runa may also suspend the Services if Customer's use poses a material security or legal risk.
13.6 Payment Disputes
If Customer disputes an invoice in good faith, Customer must notify Runa in writing within 15 days of the invoice date with reasonable detail. The parties will work in good faith to resolve the dispute. Customer will timely pay all undisputed amounts.
13.7 Taxes
Fees exclude all taxes, levies, duties, and similar governmental assessments ("Taxes"), other than Taxes based on Runa's net income, property, or employees. Customer is responsible for paying all Taxes associated with its purchases, or providing a valid exemption certificate.
13.8 Refunds
Except as expressly stated in these Terms (e.g., on termination for cause by Customer under Section 14.2), Fees are non-refundable.
14. Term; Termination; Effect
14.1 Term
These Terms commence on the Effective Date and continue until all Subscriptions have expired or been terminated, after which these Terms automatically terminate, except as to provisions that survive termination.
14.2 Termination for Cause
Either party may terminate these Terms (or the affected Subscription) for cause:
Upon 30 days' prior written notice to the other party of a material breach, if the breach remains uncured at the end of the cure period; or
If the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
If Customer terminates for cause under this Section, Runa will refund any prepaid Fees covering the remainder of the Subscription Term after termination. If Runa terminates for cause under this Section, Customer will pay any unpaid Fees covering the remainder of the Subscription Term.
14.3 Termination by Runa
Runa may immediately suspend or terminate Customer's access to the Services if (a) Customer's use of the Services violates these Terms in a manner that poses a material security, legal, or reputational risk to Runa, the Services, or other users; or (b) required by applicable law or by an order of a court or governmental authority.
14.4 Termination by Customer
Customer may cancel a Subscription as described in Section 13.3 (non-renewal) or by terminating for cause under Section 14.2. For Free Services, Customer may stop using the Free Services and delete its account at any time.
14.5 Effect of Termination
Upon termination or expiration: (a) Customer's right to access and use the Services ends immediately; (b) all unpaid Fees through the end of the then-current Subscription Term become immediately due (unless Customer terminated for cause under Section 14.2); and (c) each party will return or destroy the other's Confidential Information as required by Section 15.
14.6 Data Export and Deletion
For 30 days following termination or expiration, Runa will, on Customer's written request, make Customer Data available for export in a commonly used machine-readable format, subject to a reasonable effort fee where applicable. After 30 days, Runa may delete Customer Data, except as required to comply with law or as retained in backups in the ordinary course (which are overwritten or expired on a rolling basis).
14.7 Inactivity
If Customer or an Authorized User remains inactive in the Services (including by no longer paying Fees or no longer accessing the Services) for more than 60 days, Runa may, after using reasonable efforts to notify Customer or the Authorized User, delete the applicable account(s) and related data.
14.8 Survival
Sections that by their nature should survive termination will survive, including Section 2 (Definitions), Section 3.6 (Organizational Email Disclosure), Section 4.3 (Reservation of Rights), Section 4.4 (Feedback), Section 5 (Acceptable Use), Section 6.2 (Recording-Law Responsibility), Section 8.2 (No Reliance Without Review), Section 8.3 (Agent Action Responsibility), Section 9 (Customer Data; Training; Feedback), Section 10.4 (Authorized-User Liability Cap), Section 11.3 (Free Services Disclaimer), Section 13 (Fees and Payment, as to amounts accrued before termination), Section 14.5–14.8 (Effect of Termination, Data Export, Inactivity, Survival), Section 15 (Confidentiality), Section 17 (Indemnification), Section 18 (Representations, Warranties, and Disclaimers), Section 19 (Limitation of Liability), Section 20 (Export, Sanctions, Anti-Corruption), Section 22 (Dispute Resolution), Section 23 (Governing Law), and Section 24 (General Provisions).
15. Confidentiality
15.1 Definition
"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with these Terms that is marked or identified as confidential, or that a reasonable person would understand to be confidential based on its nature or the circumstances of disclosure. Runa's Confidential Information includes the terms and pricing of any Order Form and any non-public technical information about the Services. Customer's Confidential Information includes Customer Data. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Section by Recipient; (b) was rightfully known to Recipient before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.
15.2 Obligations
Recipient will (a) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care; and (c) limit access to Confidential Information to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section.
15.3 Compelled Disclosure
Recipient may disclose Confidential Information to the limited extent required to comply with a court order, subpoena, or other legal process, or applicable law, provided that Recipient (where legally permitted) gives Discloser prompt notice and reasonable cooperation to seek a protective order or other appropriate remedy.
15.4 Term
The obligations in this Section survive for 3 years after termination of these Terms, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.
16. Data Security and Personal Data Processing
16.1 Security
Runa will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Services and Customer Data. Runa's current security practices are summarized in the Privacy Policy.
16.2 Personal Data Processing
Runa processes Personal Data in accordance with the Privacy Policy and applicable law. Where Runa processes Personal Data on behalf of an enterprise Customer in a manner that requires a Data Processing Agreement under the GDPR, UK GDPR, or analogous laws, the parties will execute Runa's then-current DPA, which is incorporated into these Terms by reference upon execution.
16.3 Security Incident Notification
Runa will notify affected Customers of any security incident affecting their Personal Data without undue delay and in accordance with applicable law and the DPA, where executed.
16.4 Customer Responsibilities
Customer is responsible for (a) the security of its accounts, credentials, and devices; (b) the conduct of its Authorized Users; (c) the legality and appropriateness of Customer Data; and (d) the secure configuration of any Non-Runa Applications it integrates with the Services.
17. Indemnification
17.1 By Runa (IP Infringement)
Runa will defend Customer from and against any claim, demand, suit, or proceeding ("Claim") brought against Customer by an unaffiliated third party alleging that Customer's authorized use of the Services infringes or misappropriates that third party's U.S. patent, copyright, trademark, or trade-secret rights, and will indemnify Customer for damages and reasonable costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction against Customer or paid in settlement of such Claim approved by Runa.
If a Claim under this Section is made or, in Runa's reasonable judgment, likely to be made, Runa may, at its option and expense, (a) procure for Customer the right to continue using the Services; (b) modify or replace the affected portion of the Services so that it becomes non-infringing while remaining substantially equivalent in function; or (c) terminate the affected Subscription and refund any prepaid Fees covering the remainder of the Subscription Term after termination.
Runa's obligations under this Section do not apply to any Claim arising out of or relating to (i) Customer Data; (ii) any Non-Runa Application or Customer's combination of the Services with software, data, or processes not provided by Runa, if the Services would not be infringing absent such combination; (iii) Customer's use of the Services in violation of these Terms or applicable law; (iv) modifications to the Services not made by Runa; (v) any AI Output or any action taken in reliance on an AI Output, including any Agent Action; (vi) any Free Services or Beta Features; or (vii) Customer's continued use of an allegedly infringing version of the Services after Runa has provided a non-infringing alternative.
This Section states Runa's sole and exclusive liability, and Customer's sole and exclusive remedy, for any Claim of infringement or misappropriation of third-party intellectual property.
17.2 By Customer
Customer will defend Runa, its Affiliates, and their officers, directors, employees, and agents from and against any Claim brought against Runa by an unaffiliated third party arising out of or relating to (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates the rights (including IP, privacy, and publicity rights) of any third party; (b) Customer's or its Authorized Users' use of the Services in violation of these Terms or applicable law (including Recording Laws); (c) any Non-Runa Application provided or configured by Customer; (d) any AI Output that Customer or its Authorized Users used, relied on, or executed (including any Agent Action that Customer approved); (e) Customer's failure to obtain required consents or notices from meeting participants or other individuals; or (f) any submission to the Services of Prohibited Data in violation of Section 5.2.
Customer will indemnify Runa for damages and reasonable costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction against Runa or paid in settlement of such Claim approved by Customer.
17.3 Process
The indemnifying party's obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party of the Claim in writing; (b) giving the indemnifying party sole control of the defense and settlement of the Claim (except that the indemnifying party may not settle any Claim that imposes any liability or admission on, or requires any affirmative obligation of, the indemnified party without the indemnified party's prior written consent, which will not be unreasonably withheld); and (c) providing reasonable cooperation at the indemnifying party's expense.
17.4 Exclusive Remedy
This Section 17 states each party's sole and exclusive liability, and the other party's sole and exclusive remedy, for any third-party Claim covered by this Section.
18. Representations, Warranties, and Disclaimers
18.1 Mutual
Each party represents and warrants that it has validly entered into these Terms and has the legal power and authority to do so.
18.2 Customer Warranties
Customer represents and warrants that (a) it has all rights, permissions, and consents necessary to provide Customer Data to Runa for use in connection with the Services, in each case without infringing or violating any third-party right; and (b) its use of the Services complies with all applicable laws, including Recording Laws and data protection laws.
18.3 Runa Limited Warranty
Runa warrants that, during each Subscription Term, the Services will perform materially in accordance with the applicable Documentation. For any breach of this warranty, Customer's exclusive remedies are those described in Section 14.2 (Termination for Cause) and Section 14.5 (Effect of Termination).
18.4 AI Output Disclaimer
DUE TO THE NATURE OF ARTIFICIAL INTELLIGENCE GENERALLY, CUSTOMER AND AUTHORIZED USERS ACKNOWLEDGE THAT AI OUTPUTS MAY CONTAIN ERRORS, OMISSIONS, BIASES, OR INACCURACIES. AI OUTPUTS MAY NOT REFLECT FACTS, MAY GENERATE PLAUSIBLE-SOUNDING CONTENT THAT IS INCORRECT OR FABRICATED, AND MAY VARY ACROSS USERS, SESSIONS, OR MODEL VERSIONS. BEFORE USING ANY AI OUTPUT — INCLUDING EXECUTING ANY AGENT ACTION — CUSTOMER AND THE APPLICABLE AUTHORIZED USER ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE AI OUTPUT IS SUITABLE, ACCURATE, AND APPROPRIATE FOR THE INTENDED USE. CUSTOMER ASSUMES ALL RISK OF RELIANCE ON ANY AI OUTPUT.
18.5 General Disclaimers
EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 18.3, THE SERVICES, DOCUMENTATION, AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND RUNA AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, RUNA DOES NOT WARRANT THAT THE SERVICES OR ANY AI OUTPUT WILL (A) MEET CUSTOMER'S OR ANY THIRD PARTY'S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION OR ERROR; (C) ACHIEVE ANY INTENDED RESULT; (D) BE COMPATIBLE OR WORK WITH ANY NON-RUNA APPLICATION, SOFTWARE, SYSTEM, OR OTHER PLATFORM; OR (E) BE SECURE, ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE.
Some jurisdictions do not allow the exclusion of implied warranties; in those jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.
19. Limitation of Liability
19.1 Exclusion of Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY (INCLUDING ITS AFFILIATES) BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS-INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
19.2 Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO RUNA IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM.
19.3 Authorized Users
If you are an Authorized User and are not also a Customer, your aggregate liability to Runa under these Terms is capped at the amount set out in Section 10.4.
19.4 Exclusions from the Cap
The limitations in Sections 19.1 and 19.2 do not apply to: (a) a party's indemnification obligations under Section 17; (b) a party's breach of Section 15 (Confidentiality); (c) Customer's breach of Section 5 (Acceptable Use) or Section 6.2 (Recording-Law Responsibility); (d) Customer's payment obligations under Section 13; (e) a party's gross negligence, willful misconduct, or fraud; or (f) any other liability that cannot be limited under applicable law.
19.5 Basis of the Bargain
The parties acknowledge that the limits in this Section are a fundamental basis of the bargain between them and that, but for these limits, the economic terms of these Terms would be materially different.
20. Export, Sanctions, and Anti-Corruption
20.1 Export and Sanctions
The Services may include software or technology subject to U.S. export-control laws, including the Export Administration Regulations administered by the U.S. Department of Commerce and the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"). You will not, directly or indirectly, export, re-export, release, or otherwise make available the Services to, or use the Services in or for the benefit of, any individual, entity, or country (a) prohibited under U.S. export-control or sanctions laws; (b) on the OFAC Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce Entity List, or any analogous list; or (c) in a region subject to a comprehensive U.S. embargo (see Section 5.4).
20.2 Anti-Corruption
You will comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other applicable anti-bribery and anti-corruption laws. You will not, directly or indirectly, offer or pay anything of value to any government official to obtain or retain business or any improper advantage in connection with the Services.
21. U.S. Government Rights
The Services and Documentation are "commercial items" as defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as used in 48 C.F.R. § 12.212 (and, for Department of Defense customers, 48 C.F.R. §§ 227.7201–227.7204). Accordingly, if you are a U.S. Government agency or contractor, you acquire only those rights with respect to the Services and Documentation that are granted to all other commercial customers under these Terms.
22. Dispute Resolution; Arbitration; Class Waiver
READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION.
22.1 Informal Resolution
Before initiating an arbitration, the parties will attempt to resolve any dispute, claim, question, or disagreement arising out of or relating to these Terms ("Dispute") through good-faith negotiation, which is a precondition to commencing arbitration. A party initiating informal resolution must send a written notice of the Dispute to the other party at the address in Section 24.6. The parties will negotiate in good faith for at least 30 days after delivery of the notice.
22.2 Binding Arbitration
If the parties cannot resolve a Dispute through informal negotiation, the Dispute will be finally resolved by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (or, if the amount in controversy exceeds JAMS's Streamlined threshold, the JAMS Comprehensive Arbitration Rules and Procedures) then in effect. Arbitration will be conducted in Wilmington, Delaware, in English, by a single arbitrator with substantial experience in commercial and intellectual property disputes. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs, except as otherwise required by the applicable rules or by law.
22.3 Class and Jury Waiver
THE PARTIES WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. ALL CLAIMS AND DISPUTES MUST BE ARBITRATED ON AN INDIVIDUAL BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER MAY NOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
If a court of competent jurisdiction finds the class and jury waiver in this Section unenforceable, then the entirety of Section 22.2 (Binding Arbitration) and this Section 22.3 will be null and void with respect to the Dispute, but the remainder of these Terms will remain in full force and effect, and the Dispute will be resolved in the courts identified in Section 23.
22.4 Opt-Out
You may opt out of the arbitration provision in this Section 22 by sending a written notice to admin@joinruna.com within 30 days after first accepting these Terms. The notice must include (a) your name and email address; (b) the date you accepted these Terms; and (c) a clear statement that you wish to opt out of arbitration. Opting out has no effect on any other provision of these Terms.
22.5 Injunctive Relief
Notwithstanding the foregoing, each party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop the infringement, misappropriation, or violation of its intellectual property rights, the unauthorized disclosure of Confidential Information, or other harm for which monetary damages are inadequate.
22.6 Small Claims
Either party may bring an individual action in small-claims court for Disputes within that court's jurisdiction.
22.7 Survival
This Section survives termination of these Terms.
23. Governing Law and Venue
These Terms and any Disputes arising out of or relating to them are governed by the laws of the State of Delaware, without regard to its conflicts-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. If the arbitration provision in Section 22 does not apply, any judicial action (other than a small-claims action) will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and the parties consent to the personal jurisdiction of those courts.
24. General Provisions
24.1 Entire Agreement
These Terms, together with any Order Form, the Privacy Policy, the DPA (where executed), and any other documents expressly incorporated by reference, constitute the entire agreement between you and Runa with respect to the Services and supersede all prior or contemporaneous agreements, proposals, or communications. Any term in a Customer purchase order or other Customer-supplied document (other than an Order Form signed by Runa) that conflicts with or supplements these Terms is rejected and of no force or effect.
24.2 Modification
Subject to Section 1.3, no modification or amendment of these Terms is effective unless in writing and signed (including by electronic signature) by an authorized representative of each party.
24.3 Severability
If any provision of these Terms is held to be invalid or unenforceable, it will be reformed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.
24.4 Assignment
You may not assign or transfer these Terms, in whole or in part, without Runa's prior written consent, except that Customer may assign these Terms in their entirety, on written notice to Runa, to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided that the successor is not a competitor of Runa. Runa may assign these Terms without restriction. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.
24.5 Subcontractors
Runa may use subcontractors and subprocessors to provide the Services, provided that Runa remains responsible for their performance and compliance with these Terms.
24.6 Notices
All notices under these Terms must be in writing. Notices to Runa must be sent to:
Runa Labs Inc. Attn: Legal Department 1209 Orange Street, Wilmington, Delaware 19801 with a copy by email to: admin@joinruna.com
Legal notices (including notices of termination, indemnifiable claims, or arbitration) must be sent by certified mail or overnight courier (with email courtesy copy to admin@joinruna.com) and are deemed given upon receipt. Other notices may be sent by email and are deemed given on the date of confirmed transmission. Billing-related notices to Customer will be sent to the billing contact designated by Customer; all other notices to Customer will be sent to the email address associated with Customer's account.
24.7 Force Majeure
Except for payment obligations, neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, severe weather, earthquake, pandemic or epidemic, civil unrest, riot, war, terrorism, government action, sanctions, embargoes, labor disputes, denial-of-service attacks or similar attacks, internet, telecommunications, or utility failures, and failures or interruptions of third-party services or providers, including Non-Runa Applications.
24.8 No Waiver
A party's failure to enforce any right or provision of these Terms is not a waiver. Any waiver must be in writing and signed by the waiving party.
24.9 Relationship of the Parties
The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, fiduciary, or employment relationship.
24.10 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights, except as expressly stated.
24.11 Publicity
With Customer's prior written consent (which may be given by email), Runa may identify Customer as a customer of Runa on its Site, in marketing materials, and in investor and analyst communications, and may reproduce Customer's name and logo for that purpose.
24.12 Open-Source Components
The Services may include open-source software components. To the extent the terms of an applicable open-source license conflict with these Terms with respect to that component, the open-source license controls solely with respect to that component.
24.13 Headings
Headings are for convenience only and do not affect interpretation.
24.14 Construction
The words "include," "includes," and "including" are deemed to be followed by "without limitation." References to a section include its subsections.
24.15 Counterparts; Electronic Signature
These Terms may be executed and accepted in counterparts and by electronic means, including click-acceptance and electronic signature, each of which is deemed an original.
25. Contact
Questions about these Terms or the Services? Contact us at:
Runa Labs Inc. Attn: Legal Email: admin@joinruna.com