Run:AI Terms of Service
Runai Labs Ltd., and Runai Labs USA Inc. (“Run:AI” or “us”, “our”, “we”) provides a website located at run.ai (the “Site”) and a management platform for AI infrastructure (the “Platform” and together with the Site, the “Solution”). The Platform is provided through a cloud-based platform located at app.run.ai. These Terms of Service (these “Terms”) govern our provision of Solution to you in connection with, or your access and use of the Solution. “User/s” or “you” includes persons visiting the Run:AI Site, as well as organizations which have subscribed to use the Platform and their personnel or persons affiliated with them.
Please read these Terms carefully. These Terms govern your use of the Solution. You must accept these Terms prior to using the Solution. By using the Solution, you signify your assent to these Terms and all their exhibits and you represent that you are authorized to accept these Terms on behalf of your company or organization. With respect to users of the Platform, your consent to be bound by these terms is both on your own behalf and on behalf of any corporate entity that employs you or which you represent or with which you are affiliated, and the term “you” as used herein will be deemed to refer to both you and your employer or entity with which you are affiliated, jointly and severally. Changes may be made to these Terms from time to time. Your continued use of the Solution will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. If you do not agree to any of these Terms, please do not use the Solution.
- Solution. Subject to the terms and conditions of these Terms, Run:AI shall provide User with a limited, revocable, non-exclusive, non-transferable, non-sublicenseable license to the Solution. Subject to the terms and conditions hereof, Users may use the Solution for internal business purposes only. Run:AI reserves the right to modify the Solution at any time in its sole discretion subject to written notification to User of such modification. You are not entitled to any source code or executables in respect of the Solution. User will receive bug fixes and updates to the Solution during the term of these Terms and subject to the terms and conditions of these Terms. No licenses or rights are granted herein by estoppel or by implication. User represents that it has all necessary authority to enter into these Terms and that the execution of these Terms and the receipt of the Solution will not conflict with any legal, regulatory or contractual obligations of User.
- Registration. You must register with Run:AI in order to use the Platform. To register you must provide specified information and select a password. You may not provide false information during the registration process and you must keep all information up-to-date. You should not reveal your password to anyone else. You agree to immediately notify Run:AI of any unauthorized use of your account or password. You are fully and solely responsible for all activity on your account, even if such activities were not committed by you. Notwithstanding anything to the contrary herein, Run:AI will not be liable for any losses or damage arising from unauthorized use of your account or password unless you have notified us that your account has been compromised, and have requested us to block access to it.
- Restrictions. Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) use the Solution to provide services to any third party, (b) reverse engineer or attempt to find the underlying code of the Solution, (c) modify the Solution in any way, (d) circumvent any security or access control features of the Solution, (e) sublicense your rights hereunder or provide any third party with access to the Solution, (f) rent, lease, modify, copy, loan, transfer, distribute or create derivative works of the Solution or (f) use the Solution in a manner that violates applicable law; or (g) use the Solution for purposes other than those expressly permitted herein. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Run:AI in writing in each instance prior to engaging in the applicable activity. You shall use the Solution only in accordance with applicable law (including any law concerning the collection, use and storage of Personal Data) and shall have all responsibility and liability for any use of the Solution in violation of applicable law.
- Intellectual Property. All right, title and interest in and to the Solution and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing shall at all times remain with Run:AI or its licensors. Run:AI grants no rights in or to the Solution except as expressly set forth herein. Run:AI does not request your feedback regarding the Solution. Notwithstanding the foregoing, if you provide Run:AI with feedback regarding the Solution, Run:AI shall not be subject to any non-disclosure or non-use obligations in respect of such feedback, and may use such feedback in any manner it deems appropriate, including for commercial purposes and as part of its products and Solution.
- Data; Privacy. Run:AI collects two types of personal data: data from persons who visit the Site (“Site Data”) and data concerning individuals who use the Platform (“Platform Data”). Run:AI will own the Site Data and the User (whether the employee/person affiliated with the organization or the employer/organization) will own the Platform Data. Run:AI will implement reasonable security measures appropriate to the nature of the Site Data and Platform Data including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Site Data and Platform Data. Run:AI may use and process Site Data and Platform Data for providing services to User with the Solution. Run:AI will use and process data in compliance with applicable law and in accordance with Run:AI’s Privacy Notice, as may be amended from time to time. See link at https://runailabs.wpengine.com/privacy/. In processing data, Run:AI may use subcontractors that are located in third party countries. Run:AI may disclose Site Data and Platform Data to the extent required by applicable law or to cooperate with a law enforcement investigation. In addition, Run:AI may disclose Site Data and Platform Data as necessary to enforce agreements and policies, to investigate any claims against Run:AI, and to protect the rights and property of Run:AI or its agents, employees and customers. Run:AI may disclose or transfer data and information in connection with a sale of all or part of its business, or in the event of an insolvency, bankruptcy, or receivership in which information is transferred to one or more third parties as one of its business assets. With respect to organizations using the Platform: You further represent and warrant that (a) when we process Platform Data on your behalf for the purpose provision of the services with respect to the Platform, you will at all times be considered the data Controller (as defined in the GDPR) and you are responsible for compliance with your obligations as data Controller under applicable law including the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”) and we shall act solely as a data Processor (as defined in the GDPR) on your behalf, all in accordance with the Data Processing Agreement (“DPA”), available at [ADD URL]; (b) you are responsible for compliance with your obligations as data Controller under applicable law including any applicable data protection laws and the GDPR (c) you have and shall maintain throughout the term of these Terms and the DPA all necessary rights and consents required under applicable law in order to provide the Platform Data to Run:AI and allow it to provide its services as a Processor; (d) you shall ensure that a record of such consents is maintained, as required under applicable law; and (e) you shall not provide Run:AI with any Special Categories of Data (as defined in the GDPR) and/or any data or information subject to special regulatory or statutory protection regimes (including but not limited to data regarding children, financial and health data).
- Representations and Warranties. You represent and warrant that you will use the Solution only in accordance with applicable law. Both Parties further represent and warrant that they have full authority to enter into these Terms, and that the provision of the Solution and associated Solution hereunder will not violate any other of their contractual or other obligations.
- Confidentiality. Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. All non-public information in respect of the Solution shall be deemed the Confidential Information of Run:AI. The Platform Data shall be deemed the Confidential Information of User and/or User’s employer or organization with which s/he is affiliated. The non-disclosure provisions hereof do not apply to any information that (a) is generally known to the public, (b) is made available to the Receiving Party by a third party not subject to any confidentiality obligations to the Disclosing Party or (c) is required to be disclosed by law, regulation or rule provided that the Receiving Party shall provide the Disclosing Party with prompt written notice of such obligation and shall reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, as required to obtain confidential treatment for such information.
- Disclaimer of Warranties. OTHER THEN AS SPECIFICALLY STATED HEREIN, RUN:AI EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES IN RESPECT of the Solution, including, but not limited to, any implied warranty of merchantability, fitness for aPARTICULAR PURPOSE OR NON- RUN:AI DOES NOT MAKE ANY WARRANTY IN RESPECT OF ANY RESULTS TO BE OBTAINED AS A RESULT OF THE USE OF THE SOLUTION. RUN:AI DOES NOT GUARANTEE THE SOLUTION WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (1) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (2) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SOLUTION, OR (3) FOR PREVIOUSLY SCHEDULED MAINTENANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, USER AGREES THAT USER IS SOLELY RESPONSIBLE FOR ENSURING THAT RUN:AI HAS THE LAWFUL RIGHT TO USE PERSONAL DATA IN ACCORDANCE WITH THESE TERMS, AND RUN:AI SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO USER’S FAILURE TO COMPLY WITH THIS OBLIGATION.
- Indemnification. You shall defend, indemnify and hold harmless Run:AI (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Run:AI may suffer or incur in connection with any claim, demand, action or other proceeding by any third party arising from or relating to (a) any breach of your obligations, representations or warranties herein, or (b) any breach of third party privacy or data protection rights arising from or relating to your breach of obligations hereunder.
- Limitation of Liability. In no event shall either party, its directors, officers, employees, agents or SHAREHOLDERS, BE LIABLE TO the other party OR ANY THIRD PARTY FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SOLUTION OR ANY OTHER MATTERS CONTEMPLATED HEREIN OR (B) ANY AMOUNT EXCEEDING US $10,000. YOU HAVE ALL RESPONSIBILITY FOR ANY DECISIONS MADE AS A RESULT OF ANY THE USE OF THE SOLUTION.
- Term. The term of these Terms shall commence on the day you accept these Terms (or, if earlier, on the day that you first use the Solution) and shall continue unless terminated by either party with 30 days prior written notice and/or, with respect to the Platform, when the services agreement between Run:AI and the User’s employer or organization with which s/he is affiliated terminates. Run:AI may terminate these Terms by written notice to you if you have materially breached any provision of these Terms or if it has reason to believe you are making illegal use of the Solution. Upon any termination or expiration of these Terms, Run:AI will cease providing you with access to the Solution. Sections 3-5 and 7-12 of these Terms shall survive any expiration or termination thereof.
- Miscellaneous. These Terms and the exhibits thereto represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. Run:AI and you shall be deemed independent contractors, and nothing herein shall be deemed to create any employer-employee relationship between the parties or authorize you to make any representations, warranties or contractual obligation on behalf of Run:AI. These Terms may not be modified or amended except in a writing executed by both parties. A waiver of any default hereunder of any provision of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Run:AI may assign its rights or obligations pursuant to these Terms. You agree not to assign any rights or obligations under these Terms other than due to change of control, merger, acquisition or sale of all or substantially all of your shares or assets; any attempted assignment other then as specifically stated above shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel-Aviv/Jaffa shall have exclusive jurisdiction to hear any disputes arising hereunder.