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.
This Agreement includes and hereby incorporates by reference the agreements and polices referred to or linked herein, including our Privacy Policy, as such agreements and policies may be modified by Runway from time to time in its sole discretion. In the event of a conflict between the terms of such policies and agreements and the terms of this Agreement, the terms of this Agreement control.
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.
2.1 User Content Transmitted Through the Platform.(a) With respect to the content or other materials (including without limitation code, video, images, information, data, text, software, music, sound, photographs, graphics or messages) you upload, post, publish or display through the Platform or share with or email, communicate or otherwise distribute to other users or recipients in connection with your use of the Platform or otherwise provide to Runway (collectively, such actions, "transmit" or "transmitting"), including without limitation the Work Product (collectively, such content and materials, "User Content"), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyright and rights of publicity contained therein. By transmitting any User Content you hereby grant and will grant to Runway and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, create derivative works based on, and otherwise use your User Content in connection with the operation of the Runway Platform or, with the exception of Work Product, the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Our use of any User Content will also be governed by our Privacy Policy.(b) You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Platform provided by you to Runway are non-confidential and Runway is entitled to their unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Notwithstanding the foregoing, you acknowledge and agree that any feedback or ratings or other similar content posted by a Client in connection with you or any Services performed by or in connection with you will not be deemed to be libel, slander or otherwise unlawful.(c) You acknowledge and agree that Runway may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Runway, its users and the public. You understand that the technical processing and transmission of the Platform, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.2.2 Identity and Account Security.Runway reserves the right to validate your information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Runway, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. By using your Runway account, you acknowledge and agree Runway’s account security procedures are commercially reasonable and appropriate.2.3 Restrictions.(a) Unauthorized Actions. You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available; this includes, but is not limited to, directly contacting Clients related to opportunities posted on Runway. You are solely responsible for all User Content. Runway reserves the right to investigate and take appropriate legal action against anyone who, in Runway’s sole discretion, violates this provision. The following are examples of the kind of User Content and/or use that is illegal or prohibited by Runway. You will not use the Platform to, without limitation:(i) transmit any User Content that: (A) infringes any intellectual property or other proprietary or privacy rights of any party; (B) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (C) constitutes material, non-public information about any company and/or constitutes information the disclosure of which would be in violation of securities laws; (D) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (E) poses or creates a privacy or security risk to any person; (F) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (G) is unlawful, harmful, threatening, abusive, harassing, tortuous, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; (H) in the sole judgment of Runway, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Runway or its users to any harm or liability of any type;(ii) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;(iii) violate any applicable local, state, national or international law, or any regulations having the force of law;(iv) disclose information that constitutes material, non-public information about any third party, information that you have a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which you have consulted) and not owned solely by you;(v) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;(vi) solicit personal information from anyone under the age of 18;(vii) harvest or collect email addresses or other contact information of other users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;(viii) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;(ix) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;(x) disclose to any third party or use for any purpose other than the purpose for which it was made available any information of Runway marked as "confidential" or "proprietary", including without limitation the "Toolkit"; or(xi) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform.(b) No Reverse Engineering. The technology and software underlying the Platform or distributed in connection therewith (the " Software") is the property of Runway, our affiliates and our partners. You will not, and will not attempt to, copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Runway.(c) Enforcement of Agreement and Policies. Runway has the right, but not the obligation, to monitor your use of the Platform, any User Content that you transmit and the Services performed by the Contractor on behalf of Runway to determine your compliance with the terms and conditions of this Agreement and to suspend or cancel your access to the Platform if Runway believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Runway’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Platform to you if: (i) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause legal liability for you, our other users or for Runway. Once suspended or terminated, you MAY NOT continue to use the Platform under a different account or reregister under a new account. If you attempt to use the Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the Platform, including data, messages, files and other material you keep on Runway.(d) Prior Agreements. With respect to any Service Contract, Contractor hereby covenants that, except as Contractor fully discloses previously in writing to Runway and the applicable Client, Contractor is not bound by the terms of any agreement with any other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Contractorʼs engagement by Runway or the applicable Client or to refrain from competing, directly or indirectly, with the business of such other party. Contractor further covenants that Contractorʼs performance of all the terms of any Service Contract will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Contractor in confidence or in trust prior to Contractorʼs engagement with Runway and the applicable Client. Contractor will not disclose to Runway or any Client or induce Runway or any Client to use any confidential or proprietary information or material belonging to others.
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.
8.1 "Confidential Information" means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by Runway, Client or Contractor (the "Disclosing Party") that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within fifteen (15) days of disclosure to Runway, Client or Contractor (as applicable) (the "Receiving Party") or which would be apparent to a reasonable person, familiar with Disclosing Party’s business and the industry in which each operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party; provided, however, that the details of the Services (including the pricing and Fees pertaining thereto), reports and/or information related to or regarding the Services or Work Product, or a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in the following sentence. Information and data will not be deemed Confidential Information hereunder if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party.8.2 The Receiving Party acknowledges that it will have access to the Disclosing Party’s Confidential Information. Except as provided in our Privacy Policy, the Receiving Party agrees that it will not: (i) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement or a Services Contract, as applicable: or (ii) disclose any such Confidential Information to any party, other than furnishing such Confidential Information to its (a) employees who are required to have access to the Confidential Information in connection with the exercise of Receiving Partyʼs rights and performance of its obligations under this Agreement or a Services Contract, as applicable, and (b) professional advisers (e.g., lawyers and accountants); provided, however, that any and all such employees and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Services Contract Policy. The Receiving Party agrees that it will not allow any unauthorized person access to Disclosing Partyʼs Confidential Information, and that Receiving Party will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In the event that the Receiving Party is required by law to make any disclosure of any of Disclosing Partyʼs Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.8.3 Contractor will not disclose to Runway or Client any information that constitutes material, non-public information about any third party, information that Contractor has a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which Contractor have consulted) and not owned solely by Contractor.8.4 Except as provided in our Privacy Policy, if and when Confidential Information is no longer needed for the performance of Services for this Agreement or the relevant Service Contract, or at the Disclosing Party's written request (which may be made at any time at the Disclosing Party's sole discretion), the Receiving Party will promptly destroy or return all Confidential Information and any copies thereof of the Disclosing Party contained in or on its premises, systems, or any other equipment otherwise under its control. The Receiving Party will provide written certification to the Disclosing Party of compliance with this Section 8.4 within five (5) days after the receipt of Disclosing Party’s written request to certify.
9. YOUR ACKNOWLEDGMENT OF Runway’s ROLE.
9.1 Service Contracts.Runway does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Services advertised, the truth or accuracy of listings, the qualifications, background, or identities of Contractors or Clients, the ability of Contractors to deliver Services, the ability of Clients to pay for Services, or that a Client or Contractor can or will actually complete a transaction.9.2 No Background Checks.Runway is not required to and does not verify any information given to us by Contractors or Clients, nor does Runway perform background checks on Contractors or Clients. Runway may provide information about a Contractor or Client, such as a strength or risk score, geographical location or third-party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Contractor or Client submits. Runway provides such information solely for the convenience of its users and is not an introduction, endorsement, or recommendation by Runway, and is provided on an "AS-IS" basis by Runway.9.3 Runway’s Proprietary Rights.Runway and its licensors reserve all rights, title, ownership, and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected, in and to the Platform. You may not use the Platform except as necessary for the purposes of discharging your obligations or exercising your rights under this Agreement and any Service Contract entered into pursuant to this Agreement. Runway reserves the right to withdraw, expand and otherwise change the Platform at any time in Runway’s sole discretion.9.4 Third Party Websites.The Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Runway has no control over such sites and resources and Runway is not responsible for and does not endorse such sites or resources. You further acknowledge and agree that Runway will not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Platform are between you and the third party, and you agree that Runway is not liable for any loss or claim that you may have against any such third party.9.5 Social Networking ServicesYou may enable access to various online third-party services through the Runway Platform, such as social media and social networking services like LinkedIn (" Social Networking Services"). By logging in or directly integrating these Social Networking Services into the Runway Platform, we make your online experiences richer and more personalized. To take advantage of these features and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Runway’s use, storage and disclosure of information related to you and your use of such services within Runway, please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Runway will have no liability or responsibility for the privacy practices or other actions of any third-party site or service that may be enabled within the Runway Platform.In addition, Runway is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice, or statements made available in connection with Social Networking Services. As such, Runway is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Runway enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.9.6 Runway as a Limited Agent.This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between you and Runway, except and solely to the extent expressly stated in this Agreement.From time to time, a user may ask Runway to provide a physical or manually signed copy of this Agreement or an ancillary document (for example, to enable you to withdraw payments from your foreign bank account). You hereby appoint Runway as your agent for the limited purpose of executing documents that confirm your activities on the Platform. Runway will act on your behalf and in a clerical capacity, without in any way restricting Runway’s rights or expanding Runway’s obligations under this Agreement or any Service Contract. You hereby appoint Runway as your agent to execute an Act of Acceptance or equivalent instrument on your behalf documenting payments made or to be made to Contractors or to Runway if another user so requests.
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.
12. INDEMNIFICATION.
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 14.2.14.2 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. GENERAL.
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.
At Runway, we respect the privacy of our users. For details, please see our Privacy Policy. By using the Platform, you consent to our collection and use of personal data as outlined therein.
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.
This Agreement includes and hereby incorporates by reference the agreements and polices referred to or linked herein, including our Privacy Policy, as such agreements and policies may be modified by Runway from time to time in its sole discretion. In the event of a conflict between the terms of such policies and agreements and the terms of this Agreement, the terms of this Agreement control.
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.
2.1 Project Profile Transmitted Through the Platform. (a) With respect to the content or other materials (including without limitation code, video, images, information, data, text, software, music, sound, photographs, graphics or messages) (collectively, such content and materials, "Project Profile") you upload, post, publish or display through the Platform or share with or email, communicate or otherwise distribute to other users or recipients in connection with your use of the Platform or otherwise provide to Runway (collectively, such actions, "transmit" or "transmitting"), you represent and warrant that you own all right, title and interest in and to such Project Profile, including, without limitation, all copyright and rights of publicity contained therein. By transmitting any Project Profile you hereby grant and will grant to Runway and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, create derivative works based on, and otherwise use your Project Profile in connection with the operation of the Runway Platform or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Our use of any Project Profile will also be governed by our Privacy Policy. (b) You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform provided by you to Runway are non-confidential and Runway is entitled to their unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation to you. (c) You acknowledge and agree that Runway may preserve Project Profile and may also disclose Project Profile if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Gigusrf, its users and the public. You understand that the technical processing and transmission of the Platform, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. 2.2 Identity and Account Security. Runway reserves the right to validate your information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Gigusrf, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. By using your Runway account, you acknowledge and agree Runway’s account security procedures are commercially reasonable and appropriate. 2.3 Restrictions. (a) Unauthorized Actions. You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You are solely responsible for all Project Profile. Runway reserves the right to investigate and take appropriate legal action against anyone who, in Runway’s sole discretion, violates this provision. The following are examples of the kind of Project Profile and/or use that is illegal or prohibited by Runway. You will not use the Platform to, without limitation: (i) transmit any Project Profile that: (A) infringes any intellectual property or other proprietary or privacy rights of any party; (B) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (C) constitutes material, non-public information about any company and/or constitutes information the disclosure of which would be in violation of securities laws; (D) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (E) poses or creates a privacy or security risk to any person; (F) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (G) is unlawful, harmful, threatening, abusive, harassing, tortuous, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; (H) in the sole judgment of Runway, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Runway or its users to any harm or liability of any type; (ii) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform; (iii) violate any applicable local, state, national or international law, or any regulations having the force of law; (iv) disclose information that constitutes material, non-public information about any third party, information that you have a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which you have consulted) and not owned solely by you; (v) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (vi) solicit personal information from anyone under the age of 18; (vii) harvest or collect email addresses or other contact information of other users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; (viii) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized; (ix) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; (x) disclose to any third party or use for any purpose other than the purpose for which it was made available any information of Runway marked as "confidential" or "proprietary", including without limitation the "Toolkit"; or (xi) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform. (b) No Reverse Engineering. The technology and software underlying the Platform or distributed in connection therewith (the "Software") is the property of Runway, our affiliates and our partners. You will not, and will not attempt to, copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Runway.(c) Enforcement of Agreement and Policies. Runway has the right, but not the obligation, to monitor your use of the Platform, any Project Profile that you transmit and the Services performed by Contractors on behalf of Runway to determine your compliance with the terms and conditions of this Agreement and to suspend or cancel your access to the Platform if Runway believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Runway’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Platform to you if: (i) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause legal liability for you, our other users or for Runway. Once suspended or terminated, you MAY NOT continue to use the Platform under a different account or reregister under a new account. If you attempt to use the Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be fully prosecuted of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the Platform, including data, messages, files and other material you keep on Runway.(d) Prior Agreements. With respect to any Service Contract, you hereby covenant that, except as you fully disclose previously in writing to Runway and the applicable Contractor, you are not bound by the terms of any agreement with any other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of your engagement with Runway and the applicable Contractor or to refrain from competing, directly or indirectly, with the business of such other party. You further covenant that your performance of any Service Contract will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by you in confidence or in trust prior to your engagement with Runway and the applicable Contractor. You will not disclose to Runway or any Contractor or induce Runway or any Contractor to use any confidential or proprietary information or material belonging to others.
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.
8.1 "Confidential Information" means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by Runway, Client or Contractor (the "Disclosing Party") that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to Runway, Client or Contractor (as applicable) (the "Receiving Party") or which would be apparent to a reasonable person, familiar with Disclosing Partyʼs business and the industry in which each operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party; provided, however, that the details of the Services (including the pricing and Fees pertaining thereto), reports and/or information related to or regarding the Services or Work Product, or a Disclosing Partyʼs business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in the following sentence. Information and data will not be deemed Confidential Information hereunder if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party.8.2 The Receiving Party acknowledges that it will have access to the Disclosing Partyʼs Confidential Information. Except as provided in our Privacy Policy, the Receiving Party agrees that it will not: (i) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement or a Services Contract, as applicable: or (ii) disclose any such Confidential Information to any party, other than furnishing such Confidential Information to its (a) employees who are required to have access to the Confidential Information in connection with the exercise of Receiving Partyʼs rights and performance of its obligations under this Agreement or a Services Contract, as applicable, and (b) professional advisers (e.g., lawyers and accountants); provided, however, that any and all such employees and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Services Contract Policy. The Receiving Party agrees that it will not allow any unauthorized person access to Disclosing Partyʼs Confidential Information, and that Receiving Party will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In the event that the Receiving Party is required by law to make any disclosure of any of Disclosing Partyʼs Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.8.3 Except as provided in our Privacy Policy, if and when Confidential Information is no longer needed for the performance of Services for this Agreement or the relevant Service Contract, or at the Disclosing Party's s written request (which may be made at any time at the Disclosing Party's sole discretion), the Receiving Party will promptly destroy or return all Confidential Information and any copies thereof of the Disclosing Party contained in or on its premises, systems, or any other equipment otherwise under its control. The Receiving Party will provide written certification to the Disclosing Party of compliance with this Section 8.3 within ten (10) days after the receipt of Disclosing Partyʼs written request to certify.8.4 Notwithstanding anything to the contrary set forth in these Terms of Services, Runway may use your name and brands to identify you as a client of Runway in connection with Runway’s marketing of its services to third parties. Runway agrees to use your name and brands as directed by you. Runway also agrees to cease use of your name and/or brands if so requested by you to Runway in writing.
9. YOUR ACKNOWLEDGMENT OF Runway’s ROLE.
9.1 Service Contracts.Runway does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Services advertised, the truth or accuracy of listings, the qualifications, background, or identities of Contractors, the ability of Contractors to deliver Services, the ability of Clients to pay for Services, or that a Client or Contractor can or will actually complete a transaction.9.2 No Background Checks.Runway is not required to and does not verify any information given to us by Contractors or Clients, nor does Runway perform background checks on Contractors or Clients. Runway may provide information about a Contractor or Client, such as a strength or risk score, geographical location or third-party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Contractor or Client submits. Runway provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by Runway.9.3 Runway’s Proprietary Rights.Runway and its licensors reserve all rights, title, ownership and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected, in and to the Runway Platform. You may not use the Platform except as necessary for the purposes of discharging your obligations or exercising your rights under this Agreement and any Service Contract entered into pursuant to this Agreement. Runway reserves the right to withdraw, expand and otherwise change the Platform at any time in Runway’s sole discretion.9.4 Third Party Websites.The Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Runway has no control over such sites and resources and Runway is not responsible for and does not endorse such sites or resources. You further acknowledge and agree that Runway will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Platform are between you and the third party, and you agree that Runway is not liable for any loss or claim that you may have against any such third party.9.5 Social Networking ServicesYou may enable access to various online third party services through the Platform, such as social media and social networking services like LinkedIn ("Social Networking Services"). By logging in or directly integrating these Social Networking Services into the Platform, we make your online experiences richer and more personalized. To take advantage of these features and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Runway’s use, storage and disclosure of information related to you and your use of such services within Runway, please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Runway will have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Platform.In addition, Runway is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Runway is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Runway enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.9.6 Runway as a Limited Agent.This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Runway, except and solely to the extent expressly stated in this Agreement.From time to time, a user may ask Runway to provide a physical or manually signed copy of this Agreement or an ancillary document (for example, to enable you to withdraw payments from your foreign bank account). You hereby appoint Runway as your agent for the limited purpose of executing documents that confirm your activities on the Runway Platform. Runway will act on your behalf and in a clerical capacity, without in any way restricting Runway’s rights or expanding Runway’s obligations under this Agreement or any Service Contract. You hereby appoint Runway as your agent to execute an Act of Acceptance or equivalent instrument on your behalf documenting payments made or to be made to Contractors or to Runway, if another user so requests.
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.
12. INDEMNIFICATION.
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 14.2.14.2 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. GENERAL.
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.
At Runway, we respect the privacy of our users. For details, please see our Privacy Policy. By using the Platform, you consent to our collection and use of personal data as outlined therein.