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 (each, 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 (you, in such capacity, a "Contractor") to perform Services for Clients. Under this Agreement, Runway provides access to the Site to you in your capacity as a Contractor. Our services include performing Services for Clients, including recruiting and coordinating Contractors to perform such Services when appropriate. Clients post jobs and invite applications, which may be fulfilled by Contractors on behalf of Runway. Contractors post profiles to compete to be selected for jobs. If a Client and Runway agree on terms, a contract is formed between Client and Runway, and between Runway and any applicable Contractor, 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 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 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 located 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 Commerceʼs Denied Persons or Entity List, the U.S. Department of Treasuryʼs Specially Designated Nationals or Blocked Persons Lists, or the Department of Stateʼs 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 (collectively, a "Prohibited Person"). You also hereby represent and warrant to Runway that you are qualified and legally permitted to perform Services in the United States (a "Permitted Person"). If you are a Prohibited Person or not a Permitted 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 an hourly rate fee for performance of Services under each Services Contract ("Fees"). Runway and Clients agree upon an hourly fee before a project starts and Runway then pays the Contractors a subsidized fee.3.2 Disbursements to Contractors.Runway will automatically disburse funds to Contractors according to the payment instructions on file with Runway within two (2) weeks after funds become payable. Funds become payable to Contractors after Clients pay Runway and after Clients accept work submitted by Runway, or a Contractor on behalf of Runway. Contractors may ask Runway to expedite payments. Runway reserves the right to refuse any such request and may assess a processing fee in connection with such a request.3.3 Hold on Funds.In cases of fraud, abuse or violation of this Agreement, all monies due to Contractor may be held and/or reclaimed, not just those from the Service Contract(s) under investigation.3.4 Tax Reporting.Runway is a third-party processor, and pursuant to Section 6050W of the Internal Revenue Code, Runway will provide a 1099-K form to the Internal Revenue Service for any Contractor based in the United States who is paid over $20,000 through the Platform and participates in over 200 separate Service Contracts in a single calendar year.Except as provided for above, Runway will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Fees and Contractor will be solely responsible for: (a) determining whether Contractor is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the Fees, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. Runway will have the right, but not the obligation, to audit and monitor Contractorʼs compliance with applicable tax laws as required by this Section 3.4. Further, in the event of an audit of Runway, Contractor agrees to promptly cooperate with Runway and provide copies of Contractorʼs tax returns, and other documents as may be reasonably requested for purposes of such audit.
4. SERVICE CONTRACT TERMS; WORKER CLASSIFICATION.
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 not impacting Runway. 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. You further agree: (i) that you are not an employee of Runway or Client and that Runway and Client does not, in any way, supervise, direct, or control your work or Services; (ii) Runway will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other users; (iii) Runway and Client have no control over you or over the Services promised or rendered by you; and (iv) you have the skills to independently perform the Services for the Client. To the extent that you are aware that Client or Runway has acted or failed to act in accordance with the terms of this Article 4, you will promptly (but in no event in more than forty-eight (48) hours after becoming aware of any such act or failure to act) notify Runway in writing of any such act or omission.This Agreement does not create a partnership or agency relationship between Client and Contractor. Contractor does not have authority to enter 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 (to the extent set forth in Section 3.4) 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.You further acknowledge and agree that Runway has no control over when and where you perform Services, what tools or equipment you use in performing the Services, what work must be performed, or what order or sequence must be followed in performing the Services. It is up to Contractor to assess each Client job post and determine for which jobs to apply, and the financial risks and rewards of accepting any Client jobs. Contractor further acknowledges and agrees that jobs are intended to be short-term, and project based, and unrelated to the regular business of Runway.Contractor shall not be eligible or entitled to participate in any employee benefit plans offered generally by Runway or Client to Runway’s or Client's employees or others. Contractor also specifically acknowledges and agrees that Contractor is neither eligible nor entitled to participate in any plans of Runway’s or Client's retirement, bonus, incentive compensation, equity participation and/or other plans or programs (if/as may exist at any given time) as a result of Contractor's providing Services under the terms of this Agreement. Runway and Client have no responsibility for Contractor's independent business and nothing in this Agreement reduces Contractor's responsibility to conduct his/her business responsibly.
5. CLIENT MATERIALS.
Runway hereby grants to you a limited, non-exclusive sublicense to use instructions, materials, information and any other intellectual property that Client provides to you 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 completion or termination of the Service Contract, or upon written request by Client or Runway, you will immediately return all Client Materials to Client and purge all copies of Client Materials and Work Product contained in or on your premises, systems, or any other equipment otherwise under your control. Within ten (10) days of Clientʼs or Runway’s request, you will provide written certification to Runway and Client that all Client Materials have been returned or purged.
6. WORK PRODUCT.
Contractor will make full and prompt disclosure to Runway and 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 Contractor for Runway or Client during the term of the Service Contract that results from the Services ("Work Product"). Contractor acknowledges that, except for Pre-Existing Developments (as defined below) all work performed by Contractor is on a "work for hire" basis, and Contractor hereby irrevocably assigns and transfers, and agrees to assign and transfer, to Runway and its successors and assigns all of Contractorʼs 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.Contractor will cooperate fully with Runway and 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). Contractor will 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 Runway or Client may deem necessary or desirable to protect its rights and interests in any Work Product (except Pre-Existing Developments). If Runway or Client are unable, after reasonable effort, to secure Contractorʼs signature on any such papers, Contractor hereby irrevocably designates and appoints each current and future officer of Runway and Client as Contractorʼs agent and attorney-in-fact to execute any such papers on Contractorʼs behalf, and to take any and all actions as Runway or Client may deem necessary or desirable in order to protect its rights and interests in any Work Product (except Pre-Existing Developments).
7. PRE-EXISTING DEVELOPMENTS IN WORK PRODUCT.
If Contractor incorporates any Development that Contractor has, alone or jointly with others, conceived, developed or reduced to practice prior to the date of the Service Contract that Contractor considers to be Contractorʼs property or the property of third parties and that Contractor wishes to have excluded from the scope of the Service Contract (collectively, "Pre-Existing Developments") into the Work Product, Contractor hereby grants to Runway a perpetual, irrevocable, paid-up, royalty-free, nonexclusive, worldwide right to, and right to sublicense Client 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, Contractor will not incorporate, or permit to be incorporated, Pre-Existing Developments in any Work Product without Runway’s and 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. 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 Client, your College or University, and Runway and their subsidiaries, affiliates, officers, 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) caused by your use of the Platform, any Services performed or received by you, or any Service Contract entered into by you (including without limitation claims that Contractor was misclassified as an independent contractor or that Runway or Client was an employer or joint employer of Contractor, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits), any User Content, your breach or violation of these Terms of Service, or your violation of any rights of another, including any claim that the performance or receipt of Services, or any User Content 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 22.214.171.124 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 Contractor of the requirement to fulfill its obligations under any then-existing Service Contracts. Runway will pay Contractor, in accordance with the provisions of Section 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 partiesʼ proprietary rights. The Software and the transmission of applicable data (including User Content 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. 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 Runway. 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.
16. YOUR PRIVACY.