RunAI Terms of Service

These Terms of Service (“Terms”) govern your access to and use of any websites, applications, software, APIs, AI agents, workflows, digital products, integrations, support channels, and related services or products (collectively, the “Services”) provided by RUN CEO INC, a Delaware corporation (“Run,” “we,” “us,” or “our”).

By accessing or using the Services, creating an account, clicking to accept, purchasing a subscription or digital product, or otherwise interacting with the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

If you access or use the Services on behalf of a company, entity, or other organization, you represent and warrant that you have authority to bind that organization to these Terms, and “you” and “your” will refer to that organization.

1. The Services

Run provides AI-powered software and related services that may help users create, automate, analyze, operate, or improve business workflows and related activities, including customer support, marketing, sales, operations, product content, e-commerce workflows, internal reporting, and AI-assisted business execution.

The Services may include, without limitation:

AI chat interfaces, assistants, and agents;
workflow automation tools;
business operations assistants;
customer support assistants;
analytics, reporting, and recommendation features;
templates, prompts, playbooks, SOPs, courses, guides, or other digital products;
APIs, integrations, and third-party connectors; and
beta, preview, experimental, or early access features.

We may add, modify, replace, suspend, restrict, or discontinue any part of the Services at any time, with or without notice, and without liability to you. We have no obligation to continue making any feature, integration, model, workflow, plan, or functionality available.

2. Eligibility; Accounts

You must be at least 18 years old, or the age of majority in your jurisdiction, whichever is greater, to use the Services.

You are responsible for:

maintaining the confidentiality and security of account credentials, API keys, tokens, and connected accounts;
all activity occurring under your account or through your credentials;
ensuring that your authorized users comply with these Terms;
providing accurate, current, and complete registration, billing, and business information; and
promptly notifying us of any suspected or actual unauthorized access, compromise, or misuse.

You may not share access credentials except as expressly permitted by the Services. We are entitled to treat activity under your account as authorized by you.

We may refuse registration, limit accounts, reclaim usernames, or require additional verification at any time.

3. Definitions

For purposes of these Terms:

“Your Content” means any prompts, messages, text, files, images, data, content, customer information, product information, store information, business information, configurations, credentials, instructions, feedback, or other materials that you or your authorized users submit, upload, transmit, connect, sync, or otherwise make available through the Services.

“Customer Content” means Your Content submitted to the Services by or on behalf of a business customer, including content submitted by that customer’s authorized users, end users, customers, employees, contractors, prospects, or other individuals.

“AI Output” means any response, completion, recommendation, draft, workflow, summary, analysis, classification, action suggestion, generated content, or other output produced by or through the Services.

“Usage Data” means technical logs, telemetry, metadata, analytics, clicks, event data, diagnostics, performance metrics, and similar information relating to access to or use of the Services.

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4. AI Output; No Professional Advice; Human Review Required

The Services use artificial intelligence, machine learning systems, automation tools, retrieval systems, third-party models, and other technologies to generate AI Output.

You acknowledge and agree that:

AI Output may be inaccurate, incomplete, outdated, misleading, offensive, biased, or unsuitable for your intended use;
AI Output may not reflect your business rules, legal obligations, brand standards, or operational constraints unless properly configured and reviewed by you;
similar or identical output may be generated for other users;
the Services are not designed or intended to provide legal, tax, accounting, medical, compliance, employment, credit, insurance, housing, benefits, or other regulated or professional advice;
Run makes no guarantee of any business result, revenue increase, cost reduction, GMV, conversion rate, customer satisfaction score, operational outcome, or other performance metric; and
you are solely responsible for reviewing, verifying, approving, testing, and validating AI Output before relying on it or using it in production or in connection with customers, employees, vendors, regulators, or other third parties.

You must not rely on the Services or any AI Output as the sole basis for any material decision, including decisions involving legal rights, employment, credit, housing, insurance, healthcare, safety, law enforcement, or similarly high-risk matters.

4.1 AI Transparency

Where required by applicable law, Run may provide notices indicating that users are interacting with an AI system or that certain content was generated or assisted by AI.

If you deploy the Services to interact with your customers, prospects, employees, contractors, or other third parties, you are solely responsible for providing any required notices, disclosures, consents, escalation paths, or human-handoff options, including disclosing where required that the interaction is with an AI system and not a human.

5. AI Agents; Authorized Actions; Customer Responsibility

Some Services may allow AI agents, automations, workflows, or integrations to take actions on your behalf, including creating drafts, generating messages, interacting with third-party systems, triggering workflows, analyzing data, preparing reports, or recommending or initiating actions.

You are solely responsible for:

deciding what permissions, scopes, roles, and access rights to grant;
ensuring any connected account, integration, API key, token, or data source is authorized for such use;
determining whether human review, approvals, escalation rules, or fail-close controls are appropriate;
configuring thresholds, permissions, logs, rollback mechanisms, and safeguards appropriate to your use case;
monitoring, supervising, and auditing automated or semi-automated behavior; and
ensuring that any action taken through the Services complies with applicable law, contract, policy, and industry requirements.

Run is not responsible for unauthorized, incorrect, unintended, delayed, omitted, or harmful actions resulting from your instructions, configurations, permissions, integrations, source data, approval settings, or deployment choices, including actions taken by AI agents or third-party services acting through credentials or permissions you provided.

Any safeguards, review gates, logs, warnings, or testing tools we provide are for convenience only and do not reduce your responsibility.

Run may impose mandatory approval gates, rate limits, action limits, sandbox modes, rollback requirements, audit logging, or other safeguards for certain integrations, workflows, or high-impact actions, and you agree not to disable or circumvent such safeguards.

6. Your Content; License to Run

You retain ownership of Your Content, subject to the rights you grant in these Terms.

You grant Run and its affiliates, contractors, subprocessors, hosting providers, model providers, and service providers a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, cache, reproduce, transmit, display, format, modify, create derivative processing from, and otherwise use Your Content as reasonably necessary to:

provide, operate, maintain, support, and improve the Services;
generate AI Output and perform your requested workflows and automations;
authenticate users, prevent fraud, detect abuse, and maintain security;
troubleshoot, debug, monitor, test, and improve performance and reliability;
comply with law, regulation, legal process, or governmental request; and
enforce these Terms and protect the rights, property, and safety of Run, its users, and third parties.

You represent and warrant that:

you own or control all rights necessary to provide Your Content and grant the foregoing rights;
you have all required notices, consents, permissions, and legal bases to submit or connect Your Content to the Services;
Your Content and your use of the Services do not violate these Terms, applicable law, or third-party rights; and
you will not provide content or data that you are not legally authorized to provide.

7. Data Use; Service Improvement; AI Training

Unless otherwise expressly stated in a separate written agreement signed by Run:

we may use Usage Data, operational metadata, telemetry, logs, diagnostics, safety signals, evaluation results, and de-identified or aggregated information to operate, secure, test, support, and improve the Services;
we may internally use prompts, instructions, AI Output, workflow results, and related context to troubleshoot, evaluate, test, and improve quality, reliability, and safety;
we may use de-identified and aggregated information for analytics, benchmarking, abuse prevention, security, product improvement, and business operations;
we may send Your Content and AI Output to third-party model providers, infrastructure providers, hosting providers, and subprocessors as reasonably necessary to provide the Services, subject to contractual or operational safeguards we consider appropriate; and
we do not use Customer Content, Confidential Information, or personal data submitted on behalf of business customers to train third-party or public foundation models unless the customer has expressly opted in, entered into a separate written agreement, or such use is clearly disclosed and permitted by applicable law.

You acknowledge that de-identification and aggregation may not be reversible and that de-identified and aggregated information is not Your Content.

8. Restricted Data; Compliance

Unless expressly agreed by Run in writing, you must not use the Services to process, store, or submit:

protected health information subject to HIPAA or similar laws;
payment card data subject to PCI-DSS, except through approved payment providers and in approved workflows;
children’s personal data subject to COPPA or similar laws;
biometric identifiers or biometric information regulated by law;
highly sensitive government, defense, or export-controlled information;
information subject to ITAR, EAR restrictions beyond ordinary commercial software use, or similar export controls; or
special categories of personal data, sensitive personal information, or other regulated data except where the relevant feature is expressly enabled for that purpose by Run, the processing is covered by a separate written agreement, or Run has otherwise approved it in writing.

You are solely responsible for determining whether the Services are appropriate for your intended use and regulatory environment.

9. Acceptable Use

You may not, and may not permit any third party to, use the Services to:

violate any law, regulation, court order, or third-party right;
infringe, misappropriate, or violate intellectual property, privacy, publicity, confidentiality, or other rights;
create, transmit, or facilitate unlawful, deceptive, fraudulent, harmful, abusive, harassing, defamatory, infringing, or misleading content;
generate or distribute spam, phishing, malware, malicious code, fake reviews, impersonation, scams, or deceptive commercial messaging;
process personal data without appropriate notice, authority, or consent;
make solely automated high-risk decisions affecting legal rights or similarly significant effects;
reverse engineer, decompile, disassemble, scrape, crawl, benchmark, extract, copy, or attempt to discover source code, models, prompts, system architecture, or non-public aspects of the Services;
bypass usage limits, rate limits, access controls, security measures, billing mechanisms, or payment obligations;
interfere with, disrupt, overload, degrade, probe, or compromise the Services or related systems;
use the Services to develop, train, improve, or offer a competing product or service using non-public aspects of the Services; or
use the Services in or for any country, territory, person, or activity restricted by applicable export control, sanctions, or trade laws.

We may investigate suspected violations and may suspend, restrict, remove, preserve, or disclose relevant information where we reasonably believe necessary to protect the Services, comply with law, or prevent harm.

10. Orders, Digital Products, Fees, and Payment

You agree to pay all fees, subscriptions, usage-based charges, overages, implementation fees, consulting fees, taxes, and other amounts due for the Services in accordance with the applicable order, pricing page, checkout flow, or plan terms.

Digital products, templates, guides, prompts, playbooks, SOPs, downloadable materials, and similar items are delivered electronically. Unless otherwise stated at checkout or required by law, all sales of downloadable digital products are final once access, delivery, or download has been provided.

If you provide a payment method, you authorize us and our payment processors to charge all amounts due, including recurring subscription fees, usage overages, taxes, and applicable transaction costs.

You are responsible for:

providing accurate billing information;
keeping payment details current;
all taxes, duties, levies, and governmental charges associated with your purchase or use of the Services, excluding taxes based on our net income; and
any third-party fees, banking fees, chargeback fees, or foreign exchange costs related to your payments.

If payment is overdue, rejected, reversed, disputed, or subject to chargeback, we may suspend or terminate access, revoke licenses, disable features, or require prepayment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, plus reasonable collection costs and attorneys’ fees.

10.1 EU Withdrawal Rights

If you are a consumer in the European Union, you may have a legal right to withdraw from certain purchases within 14 days of contract conclusion, unless an exception applies under applicable law.

For digital content or digital services supplied immediately at your request, Run may require you at checkout to confirm that you request immediate performance and understand that, where permitted by law, you may lose your withdrawal right once the digital content or digital service is delivered or begins.

11. Subscriptions; Auto-Renewal; Trials

If you purchase a subscription, the subscription will automatically renew for successive renewal terms of the same length as the initial term unless you cancel before the renewal date.

By purchasing a subscription, you authorize recurring charges to your payment method until cancellation.

Unless otherwise stated at checkout, in an order form, or as required by law:

subscription fees are billed in advance;
cancellations take effect at the end of the then-current billing period;
no partial-period refunds or credits are provided for unused time, downgrades, or cancellations;
free trials may convert automatically into paid subscriptions unless cancelled before the trial ends; and
promotional pricing may expire and convert to standard pricing at renewal.

We may change pricing, plan features, included usage, or subscription terms upon notice to you. Changes will take effect on the next renewal term unless otherwise stated.

You are responsible for cancelling through your account settings or other designated method before renewal. If available, you may cancel through your account settings or another designated cancellation method identified by Run, and Run may send a cancellation confirmation for your records.

If required by law, we will provide renewal and cancellation disclosures consistent with applicable law.

12. Third-Party Services and Integrations

The Services may interoperate with or depend on third-party products and services, including AI model providers, cloud providers, hosting providers, payment processors, Shopify, CRM platforms, email providers, messaging services, analytics tools, advertising tools, and other integrations.

We do not control and are not responsible for any third-party services, third-party terms, third-party data practices, outages, delays, API changes, security incidents, content, or functionality. Your use of third-party services is governed by their terms and privacy policies.

You are solely responsible for maintaining the security and legality of all API keys, tokens, credentials, permissions, and connected accounts you provide.

13. Confidentiality

A receiving party shall use reasonable care to protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure and shall use such Confidential Information only as necessary to perform under these Terms or receive the Services.

Confidential Information does not include information that:

is or becomes publicly available without breach of these Terms;
was known to the receiving party without obligation of confidentiality before receipt;
is lawfully received from a third party without breach of confidentiality obligations; or
is independently developed without use of the disclosing party’s Confidential Information.

A receiving party may disclose Confidential Information if required by law, regulation, court order, or governmental request, provided it gives notice where legally permitted and reasonably practicable.

Notwithstanding the foregoing, Run may use Confidential Information as necessary to provide, secure, support, and enforce the Services in accordance with these Terms and the Privacy Policy.

14. Intellectual Property; Ownership of the Services

The Services, including all software, code, models, prompts, workflows, agent designs, templates, evaluation systems, documentation, interfaces, designs, branding, trademarks, know-how, and related technology, are and remain owned by Run and its licensors.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by license, implication, estoppel, or otherwise.

Subject to your compliance with these Terms, Run grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription term or permitted access period for your internal business purposes or other permitted purposes expressly authorized by Run.

You may not copy, distribute, sell, sublicense, lease, frame, mirror, modify, create derivative works of, decompile, reverse engineer, or otherwise exploit the Services except as expressly authorized in writing by Run.

14.1 Intellectual Property Complaints

If you believe any content available through the Services infringes your intellectual property or other rights, you may submit a notice to legal@runceo.net, and Run reserves the right, in its sole discretion, to investigate the claim and remove, disable access to, or take other action regarding the allegedly offending material.

15. AI Output Rights

As between you and Run, and subject to applicable law and third-party rights, Run assigns to you any rights Run may have in AI Output generated for you through the Services.

However:

Run and its licensors retain all rights in the Services and underlying technology;
this assignment does not apply to underlying models, system prompts, templates, workflows, software, or other components of the Services;
similar or identical output may be generated for other users;
Run makes no representation or warranty that any AI Output is unique, accurate, non-infringing, merchantable, fit for a particular purpose, or protectable under intellectual property law; and
you are solely responsible for reviewing whether your use of AI Output infringes or violates any third-party rights or legal requirements.

16. Feedback

If you provide any feedback, ideas, comments, suggestions, enhancement requests, bug reports, evaluation results, or similar materials, you grant Run a perpetual, irrevocable, worldwide, non-exclusive, sublicensable, transferable, royalty-free right and license to use, reproduce, modify, commercialize, disclose, and otherwise exploit such feedback for any purpose without restriction, attribution, or compensation.

17. Privacy and Data Protection

Our collection, use, disclosure, and processing of personal data are described in our Privacy Policy.

If you provide or make available personal data to Run, including data relating to your customers, employees, contractors, prospects, or end users, you represent and warrant that you have provided all notices and obtained all rights, consents, and legal bases necessary for such processing.

Where applicable, you instruct Run to process personal data on your behalf to provide the Services. If Run offers or enters into a data processing agreement or similar addendum, that agreement will govern to the extent applicable and, in the event of conflict, will control over these Terms with respect to its subject matter.

Run may engage subprocessors to provide the Services, and a current list of subprocessors may be made available at [insert subprocessor URL].

17.1 International Transfers

You acknowledge that personal data may be processed in countries outside the European Economic Area. Where required by applicable law, Run will implement appropriate safeguards for such transfers, including the European Commission’s Standard Contractual Clauses or other lawful transfer mechanisms.

17.2 EU Data Processing

Where Run processes personal data on your behalf as a processor under the GDPR or similar laws, the parties will comply with the applicable data processing agreement or other legally required processor terms. Run may engage subprocessors subject to applicable law and appropriate contractual safeguards.

18. Security

Run uses commercially reasonable technical, organizational, and administrative safeguards designed to protect the Services and data processed through them. However, no method of transmission, processing, or storage is completely secure, and we do not guarantee that the Services or any data will be secure or free from loss, corruption, interception, intrusion, or unauthorized access.

You are responsible for maintaining appropriate backups, approval controls, access restrictions, operational safeguards, and internal security practices.

19. Beta, Preview, and Experimental Features

Features designated as beta, preview, experimental, early access, or similar are offered “as is” and may be incomplete, unreliable, contain errors, or be discontinued at any time. We may add or remove beta features at our discretion and without liability. Beta features may be subject to additional terms.

20. Availability; Service Changes

We do not guarantee that the Services will be uninterrupted, error-free, secure, or available at all times. Downtime, outages, delays, security incidents, maintenance, capacity limitations, third-party failures, internet disruptions, or force majeure events may affect the Services.

We are not liable for any delay, interruption, loss, or damage arising from service changes, feature removal, outages, model changes, API changes, provider changes, or discontinuation of any part of the Services.

21. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, AI OUTPUT, DIGITAL PRODUCTS, AND ALL RELATED CONTENT AND FUNCTIONALITY ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

RUN DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, RELIABILITY, QUALITY, AVAILABILITY, SECURITY, QUIET ENJOYMENT, AND UNINTERRUPTED OPERATION.

RUN DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ANY AI OUTPUT OR AUTOMATED ACTION WILL BE CORRECT, LAWFUL, SAFE, USEFUL, OR SUITABLE FOR YOUR BUSINESS OR COMPLY WITH YOUR INTERNAL REQUIREMENTS OR ANY LEGAL OBLIGATION.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RUN AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, CUSTOMERS, CONTRACTS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF RUN AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

THE AMOUNT PAID BY YOU TO RUN FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
USD $100.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

23. Indemnification

You agree to defend, indemnify, and hold harmless Run and its affiliates, officers, directors, employees, contractors, agents, suppliers, licensors, and service providers from and against any and all claims, demands, actions, proceedings, damages, judgments, liabilities, losses, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

your access to or use of the Services;
Your Content;
your products, services, operations, customers, users, or business practices;
your configurations, prompts, workflows, automations, AI agents, or deployment choices;
your violation of these Terms;
your violation of law or third-party rights;
your use of third-party services or integrations in connection with the Services; or
any claim by your customers, end users, employees, contractors, or other third parties relating to your use of the Services or AI Output.

Run may assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with that defense at your expense.

24. Suspension; Restrictions; Termination

You may stop using the Services at any time. If you have an account, you may request cancellation or deletion through the account settings or designated support channel.

We may suspend, restrict, disable, rate-limit, remove content from, or terminate your access to the Services immediately, with or without notice, if we determine, in our sole discretion, that:

you breached these Terms;
your use creates legal, regulatory, reputational, security, operational, or other risk;
payment is overdue or disputed;
fraud, abuse, misuse, or unauthorized access is suspected;
action is required to protect the Services, other users, or third parties; or
we are required or advised to do so by law, legal process, or a governmental authority.

Upon termination, all rights granted to you under these Terms immediately cease. We may delete or disable access to Your Content in accordance with our retention practices, legal obligations, and internal policies. We are not obligated to retain Your Content following termination unless required by law or a separate written agreement.

Sections that by their nature should survive termination will survive, including sections relating to payment, IP, confidentiality, disclaimers, liability limitations, indemnification, dispute resolution, and general provisions.

25. Changes to the Terms

We may modify these Terms from time to time. If we make material changes, we may provide notice by posting the updated Terms, through the Services, by email, or by other reasonable means. The updated Terms will be effective as of the stated effective date.

By continuing to access or use the Services after the effective date of updated Terms, you agree to the updated Terms. If you do not agree, you must stop using the Services.

26. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of California and the Federal Arbitration Act, without regard to conflict of laws principles, except to the extent such principles would require application of another jurisdiction’s law and cannot be waived.

26.1 EU Consumer Rights

If you are a consumer located in the European Union, nothing in these Terms limits any mandatory consumer rights available to you under the laws of your country of residence.

27. Informal Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this section carefully. It affects your rights.

27.1 Informal Dispute Resolution

Before filing any claim, you and Run agree to try to resolve the dispute informally. A party initiating a dispute must send written notice describing the nature of the dispute, the facts supporting the claim, and the relief sought.

Notice to Run must be sent to: legal@runceo.net and RUN CEO INC, 8 The Green #25569, Dover, DE 19901.

The parties agree to attempt in good faith to resolve the dispute for at least 30 days after receipt of the notice before commencing arbitration or court proceedings, except for claims seeking emergency injunctive relief.

27.2 Agreement to Arbitrate

Except for claims that qualify for small claims court and claims seeking injunctive or equitable relief for misuse of intellectual property, confidentiality breaches, unauthorized access, scraping, fraud, or abuse of the Services, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively by final and binding arbitration on an individual basis.

If a claim qualifies as a consumer arbitration, the arbitration will be administered in accordance with JAMS’ applicable consumer rules and minimum standards in effect at the time.

The arbitration shall be administered by JAMS under its applicable Streamlined or Comprehensive Arbitration Rules, as applicable. Judgment on the award may be entered in any court of competent jurisdiction.

27.3 Arbitration Location and Procedure

Unless otherwise required by law or agreed by the parties, arbitration will take place in Santa Clara County, California, except that either party may elect remote proceedings for claims suitable for remote handling.

For consumer disputes, remote proceedings will be available where required by law or applicable arbitration rules.

The arbitrator shall have exclusive authority to resolve all issues relating to arbitrability, enforceability, formation, scope, and interpretation of this arbitration agreement.

27.4 Class Action and Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND RUN AGREE THAT:

EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING; AND
EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

27.5 Injunctive Relief Carve-Out

Nothing in these Terms prevents Run from seeking temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction for actual or threatened misuse of the Services, infringement or misappropriation of intellectual property, unauthorized access, breach of confidentiality, fraud, abuse, or violation of Sections 9, 12, 13, or 14.

28. Export Controls and Sanctions

You represent and warrant that you are not located in, organized under the laws of, ordinarily resident in, or owned or controlled by any person located in a country or territory subject to comprehensive U.S. embargoes or sanctions, and that you are not on any U.S. government restricted-party list.

You may not access or use the Services in violation of applicable export control, sanctions, or trade laws.

29. Force Majeure

Run will not be liable for any delay, failure, or interruption caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, utility failures, internet or telecommunications failures, cloud or hosting outages, cyberattacks, model provider failures, governmental actions, embargoes, sanctions, or supply chain disruptions.

30. Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations under them without our prior written consent. Any attempted assignment in violation of this Section is void.

Run may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, financing, corporate reorganization, or sale of assets.

31. Notices

We may provide notices to you by email, posting through the Services, account notification, or other reasonable means. Notices from you to Run must be sent to legal@runceo.net and, if required, to the mailing address listed below.

Electronic notices are deemed given when sent or posted.

32. No Third-Party Beneficiaries

These Terms are for the benefit of you and Run only and do not create any third-party beneficiary rights except as expressly stated otherwise.

33. Entire Agreement; Order of Precedence; Severability; Waiver

These Terms, together with any applicable order form, pricing terms, service-specific terms, data processing agreement, and Privacy Policy, constitute the entire agreement between you and Run with respect to the Services and supersede all prior or contemporaneous understandings relating to the subject matter.

If there is a conflict, the order of precedence is:

signed order form or enterprise agreement;
data processing agreement, if applicable;
service-specific or product-specific terms;
these Terms; and
Privacy Policy.

If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

No waiver of any provision will be effective unless in writing, and no waiver of any breach is a waiver of any later breach.

34. Contact Information

For questions about these Terms, contact:

RUN CEO INC
8 The Green #25569
Dover, DE 19901
Email: legal@runceo.net