These Client Terms of Service (this "Agreement") is a contract between you ("you") and Runway Services Inc, a Delaware C corporation ("Runway", "we" or "us"). You must read, agree with, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.Runway.io (the "Site") and related software and services (collectively, the "Platform"). Runway may amend this Agreement at any time with fifteen (15) days written notice to you. Your continued use of the Runway Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.
YOU UNDERSTAND THAT BY REGISTERING WITH Runway OR BY USING THE PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY.
1. THE PLATFORM.
1.1 Purpose of the Platform. The Platform has been created to offer services (the "Services") to users requesting services to be performed (you, in such capacity, a "Client"). Runway is a third-party independent contractor to Clients and may engage certain individuals that have obtained the conditions required by the Site (each, a "Contractor") to perform Services for Clients. Under this Agreement, Runway provides Services to you in your capacity as a Client. Our Services include performing Services for Clients (often by engaging Contractors to perform Services on behalf of Runway). Clients retain Runway to perform Services, and may select certain Contractors to perform such Services on behalf of Runway. Contractors submit profiles to compete to be selected for jobs. If a Client and Runway agree on terms for certain Services, a contract is formed between Client and Runway, and between Runway and any applicable Contractors, for the performance of such Services (each such contract, a "Service Contract"). Runway collects payment from Clients in connection with their acceptance of a Contractor bid through the Runway platform. Runway then pays Contractors as appropriate in connection with Contractors' delivery of Services once the Work Product (as defined below) is accepted by Client. 1.2 Eligibility. The use of the Site is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You represent, warrant and covenant that you are not (a) a citizen or resident of, or registered, incorporated, located or doing business in, a country in which use or participation in the Platform is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or registered, incorporated, located or doing business in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation. If you are any such person, you may not use the Site, and you hereby agree to indemnify Runway against any claims arising from any breach by you of this Section 1.2.
2. Runway GENERAL POLICIES.
3. PAYMENT TERMS, INVOICES AND PAYMENT METHODS.
3.1 Runway Fees. Runway charges Clients a fee for the performance of Services ("Fee"). When a Client pays Fees for Services to Runway, Runway pays its Contractors based upon the terms of Runway’s agreement with any such Contractor. 3.2 Payment Methods.Client hereby authorizes Runway to run, or have run, credit card authorizations on all credit cards provided by Client, to store credit card details as Clientʼs method of payment for Services, and to charge Clientʼs credit card (or any other form of payment authorized by Runway or mutually agreed to between Client and Runway). 3.3 Non-Payment.If Client fails to pay amounts due under this Agreement, whether by cancelling Clientʼs credit card, initiating an improper chargeback or any other means, Clientʼs Runway account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped. Without limiting other available remedies, Client shall reimburse Runway for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of five percent (5.0%) per month or the maximum allowed by law, plus attorneysʼ fees and other costs of collection as allowed by law. In its discretion, Runway may set-off amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
4. SERVICE CONTRACT TERMS; WORKER CLASSIFICATION.
You expressly acknowledge, agree and understand that: (i) the Platform is merely a venue where Clients can engage to Runway to perform Services, and select Contractors to assist Runway in performing such Services, if Clients so desire; and (ii) Runway makes no representations as to the reliability, capability, or qualifications of any Contractor or the quality, security or legality of any Services, and Runway disclaims any and all liability relating thereto. The terms and conditions of the Service Contract applicable to Contractor are as set forth in this Agreement. Client and Contractor may not agree to any other terms and conditions with respect to any such Service Contract, or that otherwise affect the rights or responsibilities of Runway as described herein, except with respect to entering standard confidentiality agreements. It is the intent of Runway, Client and Contractor that Contractors will be properly classified as independent contractors of Runway and Client agrees (a) that Client does not in any way supervise, direct, or control Contractorʼs work and (b) that Client does not, in any way, supervise, direct, or control Contractorʼs work hours and location of work.This Agreement does not create a partnership or agency relationship between Client and Contractor. Contractor does not have authority to enter into written or oral, whether implied or express, contracts on behalf of Client or Runway. Runway will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Runway and Contractor will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Contractorʼs performance of Services.
5. CLIENT MATERIALS.
Client hereby grants to Runway a limited, non-exclusive right to, and the right to grant any Contractor selected by Client to fulfill a Service Contract a sublicense to, use instructions, materials, information and any other intellectual property that Client provides to Runway or Contractor in connection with a particular Service Contract (collectively, the "Client Materials"), and the intellectual property rights therein, solely for the performance of the Services. Client reserves all other rights and interest in and to the Client Materials. Upon written request by Client, Runway will, and will use commercially reasonable efforts to cause Contractor to, immediately return all Client Materials to Client and purge all copies of Client Materials and Work Product contained in or on Contractor's premises, systems or any other equipment otherwise under Contractor's control. Within fifteen (15) days of Runway’s request, Runway will use commercially reasonable efforts to cause Contractor to provide written certification to Client that all Client Materials have been returned or purged.
6. WORK PRODUCT.
Runway will, and will use commercially reasonable efforts to cause Contractor to, make full and prompt disclosure to Client of all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively, "Developments"), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by Runway (or any Contractor on behalf of Runway) for Client during the term of the Service Contract that results from the Services ("Work Product"). Runway acknowledges that, except for Pre-Existing Developments (as defined below) all work performed by Runway, or a Contractor on behalf of Runway, is on a "work made for hire" basis, and Runway hereby irrevocably assigns and transfers, and agrees to assign and transfer, to Client and its successors and assigns all of Runway’s right, title and interest in all Work Product except Pre-Existing Developments, and all related patents, patent applications, trademarks and trademark applications, service marks and service mark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions. Runway will use commercially reasonable efforts to cause each Contractor to enter an agreement with terms substantially similar to those set forth in this Section 6.Runway will, and will use commercially reasonable efforts to cause Contractor to, cooperate fully with Client, both during and after the term of the Service Contract, with respect to the procurement, maintenance and enforcement of intellectual property rights in, to or that claim or cover the Work Product (except Pre-Existing Developments). Runway will, and will use commercially reasonable efforts to cause Contractor to, sign, both during and after the term of the Service Contract, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which Client may deem necessary or desirable in order to protect its rights and interests in any Work Product (except Pre-Existing Developments). If Runway is unable, after using commercially reasonable efforts, to secure Contractorʼs signature on any such papers, Runway will use commercially reasonable efforts to cause Contractor to irrevocably designate and appoint each current and future officer of Client as Contractorʼs agent and attorney-in-fact to execute any such papers on Contractorʼs behalf, and to take any and all actions as Client may deem necessary or desirable in order to protect its rights and interests in any Work Product (except Pre-Existing Developments). The efforts of Runway described in this paragraph shall include requiring Contractors to agree to terms substantially similar to those set forth in this Agreement prior to using the Site.
7. PRE-EXISTING DEVELOPMENTS IN WORK PRODUCT.
If Runway (or Contractor on behalf of Runway) incorporates any Development that Runway or Contractor has, alone or jointly with others, conceived, developed or reduced to practice prior to the date of the Service Contract that Runway or Contractor considers to be Runway’s or Contractorʼs respective property or the property of third parties and that Runway or Contractor wishes to have excluded from the scope of the Service Contract (collectively, "Pre-Existing Developments") into the Work Product, Runway hereby grants to Client a perpetual, irrevocable, paid-up, royalty-free, nonexclusive, worldwide sublicense to: (a) copy, distribute, display, perform, and create derivative works of the Pre-Existing Developments, in whole or in part; and (b) use or otherwise practice the Pre-Existing Developments, in whole or in part, including without limitation, the right and license to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Pre-Existing Developments and the right to practice any method covered by or included in the Pre-Existing Developments. Notwithstanding the foregoing, Runway will, and will use commercially reasonable efforts to cause Contractor to, not incorporate, or permit to be incorporated, Pre-Existing Developments in any Work Product without Clientʼs prior written consent.
8. CONFIDENTIAL INFORMATION.
9. YOUR ACKNOWLEDGMENT OF Runway’s ROLE.
10. WARRANTY DISCLAIMER.
Runway MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, SITE, PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Runway DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 14.2 STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST Runway WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
11. LIMITATION OF LIABILITY.
IN NO EVENT WILL Runway BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, REPLACEMENT COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF Runway TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) US$50; AND (B) ANY FEES RETAINED BY Runway WITH RESPECT TO SERVICE CONTRACTS ON WHICH YOU WERE INVOLVED AS CLIENT OR CONTRACTOR DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. NOTWITHSTANDING THE FOREGOING, AS BETWEEN CLIENT AND Runway, Runway’S LIABILITY WITH RESPECT TO PROPER CLASSIFICATION AS CONTRACTORS AS INDEPENDENT CONTRACTORS OR EMPLOYEES BASED ON APPLICABLE LEGAL GUIDELINES SHALL BE LIMITED TO THE VALUE OF THE SERVICE CONTRACT(S) ON WHICH SUCH CONTRACTOR IS ENGAGED WITH SUCH CLIENT. CLIENT SHALL BEAR THE REMAINDER OF THE LIABILITY FOR PROPER CLASSIFICATION OF CONTRACTORS AS INDEPENDENT CONTRACTORS OR EMPLOYEES BASED ON APPLICABLE LEGAL GUIDELINES. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
You will indemnify, defend and hold harmless Runway and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each, an "Indemnified Party") from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneysʼ fees and all related costs and expenses) arising from or relating to your use of the Platform, any Services performed or received by you, or any Service Contract entered into by you, any Project Profile, your breach or violation of these Terms of Service (including breach or violation of Article 4), or your violation of any rights of another, including any claim that the performance or receipt of Services, or any Project Profile or Work Product, or any use thereof, infringe, misappropriate or otherwise conflict with any intellectual property or other proprietary rights of any third party.
13. AUDIT RIGHTS.
You will (i) create and maintain records to document satisfaction of your obligations under this Agreement and any Service Contract, including without limitation your service obligations and compliance with tax laws, and (ii) provide copies of such records to Runway upon request. Runway, or Runway’s advisors or agents, will have the right, but not the obligation, to routinely, but no more frequently than annually, audit your operations and records to confirm compliance. Nothing in this provision should be construed as providing Runway with the right or obligation to supervise or monitor the actual Services performed by you.
14. TERM AND TERMINATION .
14.1 Term.The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with Section 18.104.22.168 Termination.Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending your account), provided, that any such termination for convenience will not affect the validity of any Service Contracts that have been entered prior to termination and this Agreement will continue to apply with respect to such Service Contracts.14.3 Consequences of Termination.Termination of this Agreement will not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, will be charged to Clientʼs credit card or other form of payment pursuant to Section 3.3. Upon expiration or termination of this Agreement for any reason, you shall immediately cease use of the Platform, except for the sole purpose of receiving Fees pursuant to Section 3.14.4 Survival.Sections 2 through 13, 14.4, and 15 through 17 will survive expiration or termination of this Agreement for any reason.
15.1 Entire Agreement.This Agreement, together with the other agreements and policies referenced herein, sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.15.2 Compliance.You will not violate any laws or third-party rights on or related to the Platform. Without limiting the generality of the foregoing, you will comply with all applicable import and export control laws and third parties’ proprietary rights. The Software and the transmission of applicable data (including Project Profile and Work Product), if any, is subject to United States export controls. No Software may be exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Platform, including as it concerns online conduct and acceptable content.15.3 Notices; Consent to Electronic Notice.You consent to the use of: (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Platform. Notices hereunder will be invalid unless made in writing and given: (i) by Runway via email (in each case to the email address that you provide); (ii) a posting on the Site; or (iii) by you via email to contact@Runway.io or to such other addresses as Runway may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.15.4 Modifications.No modification or amendment to this Agreement will be binding upon Runway unless in a written instrument signed by a duly authorized representative of Runway. For the purposes of this Section 15.4, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.15.5 No Waiver.The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.15.6 Assignability.You may not assign this Agreement, or any of its rights or obligations hereunder, without Runway’s prior written consent in the form of a written instrument signed by a duly authorized representative of Gigusrf. Runway may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.15.7 Severability.If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.15.8 Choice of Law.This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract, will be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16. YOUR PRIVACY.