At a Glance
This summary is for convenience only and does not replace the Terms below.- Who these Terms cover. Anyone who accesses the Services — whether you pay for them (“Customer”) or were invited to a Workspace by someone who does (“Authorized User”).
- You own your Customer Data. Runa does not sell it, and third-party AI providers do not train on it. You can opt out of Runa using your De-Identified Data to improve our own models; Enterprise customers must opt in. Data received through Google APIs is never used for model development at all — see Google User Data in the Privacy Policy.
- You are responsible for recording and biometric consent from meeting participants, including any written consent required before a voiceprint is created. Runa provides indicators and controls; the legal duty is yours.
- Agent actions require your approval. AI outputs are suggestions you review before anything is executed.
- Subscriptions auto-renew unless you cancel at least 14 days before the end of the term.
- Mutual indemnification and a mutual liability cap. Neither party is liable for indirect damages; total liability is capped at the fees paid in the preceding 12 months.
- Disputes go to binding arbitration in Delaware, individually, unless you opt out within 30 days. Governing law is Delaware.
1. Acceptance and Application
1.1 Acceptance. You accept these Terms by any method listed in the preamble above. Each time you access the Services after a change to these Terms, you reaffirm your acceptance of the then-current Terms. 1.2 Who these Terms apply to. These Terms apply to Customers (individuals or entities that purchase a Subscription or otherwise register for the Services) and to Authorized Users (individuals invited by a Customer to access a Workspace). Most provisions apply to both; those that apply only to Customers (such as Section 12, Fees and Payment) or only to Authorized Users (Section 10) are identified. 1.3 Changes to these Terms. We may update these Terms. If we make a material change, we will give reasonable notice by posting the updated Terms on the Site, emailing the address associated with your account, or providing in-application notice. If you continue to use the Services after the effective date, you agree to the updated Terms; if you do not agree, you must stop using the Services and may terminate under Section 13. 1.4 Order of precedence. Where the documents forming this agreement conflict, the following order controls: (a) a signed Order Form, Master Services Agreement, or Data Processing Addendum (“DPA”); (b) these Terms; (c) the Privacy Policy and other referenced policies; (d) Documentation.2. Definitions
Other terms are defined in context.- Affiliate — an entity that controls, is controlled by, or is under common control with the subject entity, where “control” means ownership of more than 50% of the voting interests.
- Agent Action — an action proposed or executed by Runa’s agent features in a connected system, subject to your approval under Section 8.
- Authorized User — an individual permitted by a Customer to use the Services within the Customer’s Workspace.
- Biometric Data and Biometric Laws — voiceprints and other biometric identifiers or biometric information, and the laws governing them, including the Illinois Biometric Information Privacy Act (BIPA), the Texas Capture or Use of Biometric Identifier Act (CUBI), the Washington biometric statute (RCW 19.375), and analogous laws.
- Customer Data — all data, information, and content (including transcripts, notes, meeting memory, and integration data) that a Customer or Authorized User submits to or generates through the Services, excluding System Data.
- De-Identified Data — data derived from Customer Data that has been processed so it cannot reasonably be linked to an identifiable individual, Customer, or Workspace.
- Free Services — Services made available without charge, including any free tier, trial, evaluation, or Beta Feature.
- Harmful Code — any virus, worm, malware, ransomware, spyware, time bomb, Trojan horse, or other malicious or unauthorized code.
- Non-Runa Application — any third-party service, application, API, plug-in, model, or technology not provided by Runa that interoperates with the Services, including the calendar, mail, CRM, chat, file-storage, and identity providers you connect.
- Order Form — an ordering document signed by both parties, or an online order completed through the Site’s checkout, setting out the Subscription, Fees, and term.
- Organizational Email — an email address provisioned by an individual or entity whose domain is affiliated with that individual or entity.
- Personal Data — information relating to an identified or identifiable natural person processed by Runa in connection with the Services, including “personal data” under the GDPR and “personal information” under the CCPA.
- Recording Laws — laws governing the recording, monitoring, transcription, or interception of conversations, including U.S. federal and state wiretap and eavesdropping laws and analogous laws elsewhere.
- System Data — data created, collected, or obtained by Runa in operating the Services, including performance data, technical logs, usage statistics, and De-Identified Data. System Data does not include Customer Data.
- Third-Party Models — any AI or machine-learning model, including any large language, embedding, or speech-to-text model, developed or operated by a third party and used by Runa to provide the Services.
- Workspace — a section of the Services in which a Customer’s Authorized Users may store, access, use, modify, or share Customer Data.
3. Accounts, Authorized Users, and Workspaces
3.1 Account. You must provide accurate, complete, and current information, keep your credentials confidential, and promptly notify us of any unauthorized access. You are responsible for all activity under your account. 3.2 Authorized Users. A Customer may permit Authorized Users to access the Services within its Subscription, subject to any limits in the Order Form or pricing page. Each Authorized User must use a unique account and must not share credentials; accounts may be reassigned to a replacement individual but not used concurrently by several people. Customer is responsible for its Authorized Users’ acts and omissions and for their compliance with these Terms. 3.3 Workspaces and administration. Customer is responsible for how its Workspaces are configured — who is invited, what is shared, and what permissions are granted. Customer may designate administrators, who may view, manage, and control the Workspace and its content, remove Authorized Users, reset access, manage retention, export, and integrations, and consolidate or transfer Workspaces. Customer assumes all rights and obligations associated with administrator actions, including any obligation to pay Fees for additional Authorized Users. 3.4 Joining another Workspace. If you join a Workspace you do not control — for example, one controlled by your employer — then (a) content you create, copy into, or share there may be accessed, modified, deleted, or shared by that Workspace’s administrators, and (b) you must comply with that controller’s policies. For that Workspace you are an Authorized User of its controller, and Section 10 applies. 3.5 Organizational Email disclosure. If you used an Organizational Email to create a personal account the organization does not manage, that organization may request, and we will disclose, the Organizational Email associated with your account. We will not transfer other account information or its contents without your consent.4. License and Reservation of Rights
4.1 Subscription license. Subject to Customer’s compliance with these Terms and payment of all Fees, Runa grants Customer a worldwide, non-exclusive, non-sublicensable, non-transferable, limited right during the Subscription Term to access and use the Services through its Authorized Users, solely for Customer’s internal business purposes and in accordance with the Documentation. Each Authorized User has a corresponding limited, personal right to use the Services as enabled by the Customer. 4.2 Reservation of rights. Runa and its licensors reserve all right, title, and interest in the Services, the Documentation, System Data, and all related intellectual property (“Runa IP”). No rights are granted other than those expressly set out here. The Runa name, logo, and marks are Runa’s trademarks and may not be used without our prior written consent. Runa IP does not include Customer Data. 4.3 Feedback. If you provide feedback, suggestions, or ideas about the Services, you grant Runa a worldwide, perpetual, irrevocable, sublicensable, royalty-free license to use them for any purpose.5. Acceptable Use
5.1 Restrictions. You will not, and will not allow any third party to, directly or indirectly:- Reverse engineer, decompile, or attempt to discover the source code, structure, or algorithms of the Services, except where applicable law prohibits this restriction; or modify, translate, or create derivative works of the Services or Documentation;
- Sell, resell, rent, lease, sublicense, distribute, assign, or otherwise transfer rights to the Services, or include them in a service bureau or outsourcing offering, or use them for the benefit of any third party other than Customer’s Authorized Users;
- Remove or alter any proprietary notices in the Services;
- Use the Services to build, train, or improve a competing product, to copy their features, functions, or data, or for benchmarking or competitive analysis, except as expressly authorized in writing by Runa;
- Use the Services to store or transmit material that is infringing, libelous, harassing, threatening, obscene, hateful, fraudulent, or otherwise unlawful, or that violates a third party’s rights, including privacy and publicity rights;
- Use the Services to store or transmit Harmful Code, interfere with their integrity or performance, or attempt to gain unauthorized access to them or their related systems, including by probing, scanning, or testing for vulnerabilities;
- Bypass usage limits, throttling, or other technical or contractual controls, or circumvent the unique-identity requirement for Authorized Users, including by temporarily reducing the apparent number of Authorized Users to avoid Fees;
- Use spiders, crawlers, or scrapers to access or collect data from the Services except as expressly permitted; frame, mirror, or impersonate the Services; send spam or unsolicited communications; or misrepresent your identity or affiliation;
- Violate any applicable law, regulation, or third-party right in connection with your use of the Services.
6. Recording, Voiceprints, and Consent
6.1 The laws that apply. Recording, monitoring, or transcribing a conversation may be subject to Recording Laws requiring notice to or consent from some or all participants. Some U.S. states require all-party consent — including California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Oregon, Pennsylvania, and Washington — while others require only one party, and many countries impose their own rules. Separately, Biometric Laws such as BIPA may require an individual’s informed written notice and consent before a voiceprint of that individual is created. 6.2 Your responsibility. You are solely responsible for complying with Recording Laws, Biometric Laws, and other applicable law when you use the Services to capture, transcribe, analyze, or create a voiceprint of a conversation. That includes obtaining any required consents from participants in advance; obtaining the notice and written release Biometric Laws require before you enable voice recognition for, enroll, or name a participant; providing required notices at the start of a meeting; honoring participant requests to stop capture or delete a transcript or voiceprint; implementing internal policies, employee notices, and works-council consultations where applicable; and determining whether any participant is a minor or otherwise requires special protection. Accepting these Terms or the Privacy Policy does not constitute, and cannot substitute for, another individual’s consent to the creation of their voiceprint. Runa does not provide legal advice and disclaims all liability arising from any failure by you, your Authorized Users, or meeting participants to comply with these laws. 6.3 What Runa provides. Runa captures audio locally on the user’s device without joining meetings as a bot, shows in-application indicators when capture is active, provides controls to pause or stop capture, and offers a process for any participant — including non-users — to request access, correction, or deletion of their Personal Data through the channels in the Privacy Policy. This architecture supports, but does not replace, your obligations under Section 6.2. Voice recognition is optional and you may disable it and delete voiceprints at any time.7. Third-Party Integrations
7.1 Integrations. The Services may operate with Non-Runa Applications you connect via OAuth. Your use of any Non-Runa Application is governed by that third party’s terms and privacy policy, not by these Terms. Runa does not control Non-Runa Applications, is not responsible for them, and is not responsible for the availability or functionality of the Services to the extent it depends on one, including any outage, deprecation, or API change. 7.2 Your responsibility. You are responsible for procuring the rights, permissions, and consents necessary to integrate a Non-Runa Application, for complying with its terms, and for reviewing the OAuth scopes you grant. You may revoke access at any time through the Non-Runa Application’s settings or at Settings → Connectors. 7.3 Google user data. Runa’s use and transfer of information received from Google APIs to any other app adheres to the Google API Services User Data Policy, including the Limited Use requirements. Runa uses that information only to provide and improve user-facing features that are prominent in the Services, and for no other purpose. Google User Data in the Privacy Policy states that commitment in full and controls over any conflicting provision of these Terms. 7.4 Removal. If Runa receives notice, or reasonably believes, that data or a Non-Runa Application must be removed, modified, or disabled to comply with these Terms, applicable law, or third-party rights, Runa may require Customer to do so and may itself disable or remove the data or integration. Customer will provide reasonable cooperation.8. AI Features, Outputs, and Agent Actions
8.1 AI Outputs. The Services use artificial intelligence to transcribe audio, generate summaries, action items, and structured notes, build cross-meeting memory, detect potential conflicts, and draft or suggest actions in connected systems (collectively, “AI Outputs”). AI Outputs are generated by statistical models and may contain errors, omissions, biases, or inaccuracies. They are provided for your review. 8.2 No reliance without review. You are solely responsible for evaluating any AI Output for accuracy, appropriateness, and fitness for your purpose before relying on it or sharing it. Runa is not responsible for any decision, action, or omission made in reliance on an AI Output. 8.3 Agent Actions. Where Runa proposes an Agent Action — drafting an email, sending a draft you reviewed, updating a CRM field, posting a message — it is presented for review and is not executed until you, or an Authorized User you have delegated authority to, approve it. Once approved, Runa may execute it using the credentials and scopes you provided. You are responsible for the consequences of every Agent Action you or your Authorized Users approve, including communications sent on your behalf, records created or modified, and downstream effects. 8.4 No solely automated decisions. Runa does not make solely automated decisions producing legal or similarly significant effects about any individual, and you must not use the Services to do so. You will not present AI Outputs as authoritative decisions about employment, credit, housing, insurance, education, or other consequential matters without independent human review. 8.5 Third-Party Models and AI laws. Runa uses Third-Party Models to provide the Services, and its agreements with its current model and speech providers prohibit them from using Customer Data to train their own models. Runa may add or change providers subject to that commitment; a current subprocessor list is available on request and, for enterprise customers, under the DPA. You are responsible for complying with laws applicable to your use of AI, including the EU AI Act and the Colorado AI Act. The Services are designed as a general-purpose AI application and are not marketed for high-risk uses under Annex III of the EU AI Act; if you intend a high-risk deployment, compliance is your responsibility.9. Customer Data, Training, and Feedback
9.1 Ownership. As between you and Runa, you own all right, title, and interest in your Customer Data. Runa claims no ownership over it. 9.2 License to provide the Services. You grant Runa a worldwide, non-exclusive, royalty-free, sublicensable (to subprocessors only) license to host, store, transmit, process, copy, display, and otherwise use Customer Data to provide, maintain, and improve the Services; operate features such as transcription, summarization, cross-meeting memory, conflict detection, search, and Agent Actions; prevent, detect, and investigate fraud, security incidents, and abuse; carry out core business operations such as accounting, audits, and billing; comply with applicable law and lawful requests; and enforce these Terms. This license terminates when the Customer Data is deleted or the Subscription terminates, except as needed to complete those purposes or as required by law. 9.3 No sale, no third-party training. Runa does not sell Customer Data and does not permit third parties, including Third-Party Model providers, to use Customer Data to train their models. 9.4 De-Identified Data and internal training. Subject to Section 9.5, you grant Runa a worldwide, royalty-free, perpetual, irrevocable right to create De-Identified Data from Customer Data and to use it to operate, secure, analyze, improve, test, train, and evaluate Runa’s products, services, and AI models, to generate aggregated industry insights and benchmarks, and to develop new products. This Section does not apply to information received through Google APIs. Runa does not create De-Identified Data from it and does not use it, or anything derived from it, to develop, improve, or train generalized or non-personalized AI or machine-learning models. That exclusion is permanent and is not affected by any opt-out or opt-in under Section 9.5. 9.5 Opt-out and opt-in by tier. For Free, Pro, and Team tiers, Customer Data may be used to create De-Identified Data for the purposes in Section 9.4 unless Customer opts out at Settings → Data & privacy or by written notice to admin@joinruna.com; opt-out applies going forward. For the Enterprise tier, Customer Data will not be used for model training unless Customer expressly opts in. Neither the opt-out nor the opt-in prevents Runa from creating and using System Data as described in Section 4.2.10. Authorized User Terms
This Section applies if you use the Services as an Authorized User of a Customer, such as your employer. 10.1 The Customer controls the Workspace. The Customer that invited you controls the Customer Data in your Workspace. It may view, manage, and control the Workspace’s content, provision or deprovision your access, configure integrations and retention, export or delete data, and consolidate or transfer Workspaces. Those choices may result in the access, modification, disclosure, or deletion of some or all Customer Data associated with your account. 10.2 The Customer is responsible for notices, consents, and disputes. As between Runa and the Customer, the Customer is solely responsible for informing you of relevant policies and Workspace settings that affect the processing of Customer Data; obtaining the rights, permissions, and consents required for lawful use of the Services and Customer Data, including under Recording Laws; ensuring the transfer and processing of Customer Data is lawful; and resolving any dispute with you relating to Customer Data, the Services, or its failure to meet these obligations. 10.3 Termination and age. These Terms remain in effect as to you until the Customer’s Subscription expires or terminates, or your access is terminated by the Customer or by Runa. To terminate your account or Workspace access, contact the Customer. The Services are not intended for individuals under 16, or under the age of digital consent in your jurisdiction if higher, and you represent that you meet this requirement. 10.4 Authorized User liability cap. If you are not also a Customer, your aggregate liability to Runa under these Terms is capped at one hundred U.S. dollars ($100). This does not limit the Customer’s liability to Runa or Runa’s right to seek equitable relief.11. Free Services, Trials, Beta Features, and Updates
11.1 Free Services and trials. Runa may make Free Services available subject to limits described on the Site or in the Documentation, and may modify, suspend, or terminate them at any time, with or without notice. You are responsible for retrieving Customer Data from Free Services before termination, to the extent supported. Trial Subscriptions run only for the stated period and, unless the Order Form provides otherwise, automatically convert to a paid Subscription at Runa’s then-current rates unless you cancel before the trial ends. 11.2 Beta Features, Updates, and maintenance. Runa may offer features identified as alpha, beta, preview, or experimental (“Beta Features”), which may change or be discontinued at any time. Runa may issue Updates, which become part of the Services, and will use commercially reasonable efforts to give prior notice of any change that materially decreases overall functionality. Runa may schedule maintenance windows and will use commercially reasonable efforts to schedule non-emergency maintenance outside ordinary U.S. business hours. Service levels apply only where a Service Level Agreement has been signed or incorporated into an Order Form; no SLA applies to Free Services or Beta Features. 11.3 Free Services and Beta disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY: (A) FREE SERVICES AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND; (B) RUNA SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO THEM UNLESS PROHIBITED BY APPLICABLE LAW, IN WHICH CASE RUNA’S LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100) IN THE AGGREGATE; AND (C) YOU SHALL BE FULLY LIABLE TO RUNA FOR ANY DAMAGES ARISING FROM YOUR USE OF THEM, ANY BREACH BY YOU OF THESE TERMS, AND ANY INDEMNIFICATION OBLIGATION HEREUNDER. IN THE EVENT OF A CONFLICT BETWEEN THIS SECTION AND ANY OTHER PART OF THESE TERMS WITH RESPECT TO FREE SERVICES OR BETA FEATURES, THIS SECTION CONTROLS.12. Fees and Payment
This Section applies to paid Subscriptions. 12.1 Fees. Customer will pay all Fees set out in the applicable Order Form or, absent one, as published on the Site at the time of purchase. Except as expressly stated: Fees are based on the Subscription purchased, including the number of Authorized Users, not on actual usage; Fees are non-cancelable and non-refundable; the number of Authorized Users may not be reduced during a Subscription Term; additional Authorized Users are charged at the Order Form rate or Runa’s then-current rates; and partial months count as full months. 12.2 Invoicing and payment. Customer will provide valid, current payment information and authorizes Runa to charge it for Fees due. Invoices paid by a non-card method are due net 30 days from the invoice date unless otherwise specified. 12.3 Auto-renewal. UNLESS OTHERWISE SET OUT IN THE ORDER FORM, EACH SUBSCRIPTION AUTOMATICALLY RENEWS FOR SUCCESSIVE TERMS OF EQUAL LENGTH (NOT EXCEEDING ONE YEAR EACH), AT RUNA’S THEN-CURRENT RATES, UNLESS A PARTY GIVES WRITTEN NOTICE OF NON-RENEWAL AT LEAST FOURTEEN (14) DAYS BEFORE THE END OF THE THEN-CURRENT TERM. Notice must be sent to admin@joinruna.com or through any in-product cancellation flow. 12.4 Overdue amounts. If an invoiced amount is not received by the due date, then without limiting Runa’s other remedies, interest may accrue at the lesser of 1.5% per month or the maximum rate permitted by law, and Runa may on 10 days’ notice shorten payment terms for future renewals and orders. If any amount is 30 or more days overdue, Runa may accelerate Customer’s unpaid Fee obligations so they become immediately due and suspend the Services until paid in full, using commercially reasonable efforts to give notice first. Runa may also suspend the Services if Customer’s use poses a material security or legal risk. 12.5 Disputes, taxes, and refunds. Customer must dispute an invoice in good faith in writing within 15 days of the invoice date, with reasonable detail, and will timely pay all undisputed amounts. Fees exclude all taxes, levies, and duties other than those based on Runa’s net income, property, or employees, and Customer is responsible for them or for providing a valid exemption certificate. Except as expressly stated in these Terms, Fees are non-refundable.13. Term and Termination
13.1 Term. These Terms commence on the Effective Date and continue until all Subscriptions have expired or terminated, except as to provisions that survive. 13.2 Termination for cause. Either party may terminate these Terms or the affected Subscription on 30 days’ prior written notice of a material breach that remains uncured at the end of the cure period, or immediately if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, or assignment-for-creditors proceeding. If Customer terminates for cause, Runa will refund prepaid Fees covering the remainder of the Subscription Term. If Runa terminates for cause, Customer will pay unpaid Fees covering the remainder of the Subscription Term. 13.3 Termination or suspension by Runa. Runa may immediately suspend or terminate Customer’s access if Customer’s use violates these Terms in a manner posing a material security, legal, or reputational risk to Runa, the Services, or other users, or if required by law or by court or governmental order. 13.4 Termination by Customer. Customer may cancel by giving notice of non-renewal under Section 12.3 or by terminating for cause under Section 13.2. For Free Services, Customer may stop using them and delete its account at any time. 13.5 Effect of termination. On termination or expiration, Customer’s right to access the Services ends immediately; all unpaid Fees through the end of the then-current Subscription Term become immediately due, unless Customer terminated for cause under Section 13.2; and each party will return or destroy the other’s Confidential Information as required by Section 14. 13.6 Data export, deletion, and inactivity. For 30 days after termination, Runa will on written request make Customer Data available for export in a commonly used machine-readable format, subject to a reasonable effort fee where applicable. After 30 days, Runa may delete Customer Data except as required by law or as retained in backups in the ordinary course, which are overwritten or expired on a rolling basis. If a Customer or Authorized User remains inactive for more than 60 days, Runa may, after reasonable efforts to give notice, delete the applicable accounts and related data. 13.7 Survival. Provisions that by their nature should survive will survive, including Section 2 (Definitions), 3.5 (Organizational Email Disclosure), 4.2 (Reservation of Rights), 4.3 (Feedback), 5 (Acceptable Use), 6 (Recording, Voiceprints, and Consent), 8.2–8.3 (No Reliance; Agent Action Responsibility), 9 (Customer Data, Training, and Feedback), 10.4 (Authorized User Liability Cap), 11.3 (Free Services and Beta Disclaimer), 12 (Fees, as to amounts accrued before termination), 13.5–13.7, 14 (Confidentiality), 16 (Indemnification), 17 (Warranties and Disclaimers), 18 (Limitation of Liability), 19 (Disputes and Governing Law), and 20 (General Provisions).14. Confidentiality
14.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) in connection with these Terms that is marked or identified as confidential, or that a reasonable person would understand to be confidential from its nature or the circumstances. Runa’s Confidential Information includes Order Form terms and pricing and non-public technical information about the Services; Customer’s includes Customer Data. It excludes information that is or becomes public without breach, was rightfully known before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the Discloser’s Confidential Information. 14.2 Obligations. Recipient will use Confidential Information only as necessary to exercise its rights and perform its obligations, protect it with at least the same degree of care it uses for its own confidential information of like importance and no less than reasonable care, and limit access to employees, contractors, and agents who need to know and are bound by comparable obligations. 14.3 Compelled disclosure. Recipient may disclose Confidential Information to the limited extent required by court order, subpoena, other legal process, or applicable law, provided it gives Discloser prompt notice where legally permitted and reasonable cooperation to seek a protective order. 14.4 Term. These obligations survive for 3 years after termination, except that obligations for trade secrets continue as long as the information remains a trade secret under applicable law.15. Security and Personal Data
15.1 Security. Runa will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Services and Customer Data. Current security practices are summarized in the Privacy Policy. 15.2 Personal Data. Runa processes Personal Data in accordance with the Privacy Policy and applicable law. Where Runa processes Personal Data on behalf of an enterprise Customer in a manner requiring a Data Processing Agreement under the GDPR, UK GDPR, or analogous law, the parties will execute Runa’s then-current DPA, which is incorporated by reference on execution. 15.3 Incidents and Customer responsibilities. Runa will notify affected Customers of any security incident affecting their Personal Data without undue delay and in accordance with applicable law and the DPA where executed. Customer is responsible for the security of its accounts, credentials, and devices; the conduct of its Authorized Users; the legality and appropriateness of Customer Data; and the secure configuration of any Non-Runa Application it integrates.16. Indemnification
16.1 By Runa. Runa will defend Customer against any claim, demand, suit, or proceeding (“Claim”) brought by an unaffiliated third party alleging that Customer’s authorized use of the Services infringes or misappropriates that third party’s U.S. patent, copyright, trademark, or trade-secret rights, and will indemnify Customer for damages and reasonable costs finally awarded or paid in a settlement Runa approves. If such a Claim is made or, in Runa’s reasonable judgment, likely to be made, Runa may at its option and expense procure the right for Customer to continue using the Services, modify or replace the affected portion so it becomes non-infringing while remaining substantially equivalent, or terminate the affected Subscription and refund prepaid Fees for the remainder of the Subscription Term. Runa’s obligations do not apply to a Claim arising from (a) Customer Data; (b) any Non-Runa Application, or Customer’s combination of the Services with software, data, or processes not provided by Runa, where the Services would not infringe absent the combination; (c) use of the Services in violation of these Terms or applicable law; (d) modifications not made by Runa; (e) any AI Output or action taken in reliance on one, including any Agent Action; (f) Free Services or Beta Features; or (g) continued use of an allegedly infringing version after Runa has provided a non-infringing alternative. 16.2 By Customer. Customer will defend Runa, its Affiliates, and their officers, directors, employees, and agents against any Claim brought by an unaffiliated third party arising from (a) Customer Data, including any allegation that it infringes or violates a third party’s rights; (b) Customer’s or its Authorized Users’ use of the Services in violation of these Terms or applicable law, including Recording Laws; (c) any Non-Runa Application provided or configured by Customer; (d) any AI Output that Customer or its Authorized Users used, relied on, or executed, including any approved Agent Action; (e) Customer’s failure to obtain required consents, notices, or written releases, including those Recording Laws and Biometric Laws require before a voiceprint is created; or (f) any submission of prohibited data in violation of Section 5.2. Customer will indemnify Runa for damages and reasonable costs finally awarded or paid in a settlement Customer approves. 16.3 Process and exclusive remedy. The indemnifying party’s obligations are conditioned on the indemnified party promptly notifying it in writing, giving it sole control of the defense and settlement — except that it may not settle any Claim imposing liability, an admission, or an affirmative obligation on the indemnified party without that party’s prior written consent, not to be unreasonably withheld — and providing reasonable cooperation at the indemnifying party’s expense. This Section states each party’s sole liability and the other’s exclusive remedy for any third-party Claim covered by it.17. Warranties and Disclaimers
17.1 Mutual. Each party represents that it has validly entered into these Terms and has the legal power to do so. 17.2 Customer warranties. Customer represents and warrants that it has all rights, permissions, and consents necessary to provide Customer Data to Runa without infringing any third-party right; that it has obtained all notices, consents, and written releases required by Recording Laws and Biometric Laws before capturing audio, generating a transcript, or creating a voiceprint through the Services; and that its use of the Services complies with all applicable law. 17.3 Runa limited warranty. Runa warrants that during each Subscription Term the Services will perform materially in accordance with the applicable Documentation. For any breach, Customer’s exclusive remedies are those in Sections 13.2 and 13.5. 17.4 AI Output disclaimer. DUE TO THE NATURE OF ARTIFICIAL INTELLIGENCE GENERALLY, CUSTOMER AND AUTHORIZED USERS ACKNOWLEDGE THAT AI OUTPUTS MAY CONTAIN ERRORS, OMISSIONS, BIASES, OR INACCURACIES, MAY NOT REFLECT FACTS, MAY GENERATE PLAUSIBLE-SOUNDING CONTENT THAT IS INCORRECT OR FABRICATED, AND MAY VARY ACROSS USERS, SESSIONS, OR MODEL VERSIONS. BEFORE USING ANY AI OUTPUT — INCLUDING EXECUTING ANY AGENT ACTION — CUSTOMER AND THE APPLICABLE AUTHORIZED USER ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER IT IS SUITABLE, ACCURATE, AND APPROPRIATE FOR THE INTENDED USE. CUSTOMER ASSUMES ALL RISK OF RELIANCE ON ANY AI OUTPUT. 17.5 General disclaimers. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 17.3, THE SERVICES, DOCUMENTATION, AND ALL AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND RUNA AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. RUNA DOES NOT WARRANT THAT THE SERVICES OR ANY AI OUTPUT WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY NON-RUNA APPLICATION OR PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE. Some jurisdictions do not allow the exclusion of implied warranties; there, these exclusions apply to the maximum extent permitted by law.18. Limitation of Liability
18.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (INCLUDING ITS AFFILIATES) WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, REVENUES, OR GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS-INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 18.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO RUNA IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM. If you are an Authorized User and not also a Customer, your cap is the amount in Section 10.4. 18.3 Exclusions from the cap. Sections 18.1 and 18.2 do not apply to a party’s indemnification obligations under Section 16; a party’s breach of Section 14 (Confidentiality); Customer’s breach of Section 5 (Acceptable Use) or Section 6 (Recording, Voiceprints, and Consent); Customer’s payment obligations under Section 12; a party’s gross negligence, willful misconduct, or fraud; or any liability that cannot be limited under applicable law. 18.4 Basis of the bargain. The parties acknowledge that these limits are a fundamental basis of the bargain and that, but for them, the economic terms would be materially different.19. Disputes, Arbitration, and Governing Law
READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION. 19.1 Informal resolution. Before initiating arbitration, the parties will attempt to resolve any dispute, claim, or disagreement arising out of or relating to these Terms (a “Dispute”) through good-faith negotiation, which is a precondition to arbitration. The initiating party must send written notice of the Dispute to the address in Section 20.6, and the parties will negotiate in good faith for at least 30 days after delivery. 19.2 Binding arbitration. If informal negotiation does not resolve a Dispute, it will be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures — or its Comprehensive Rules, if the amount in controversy exceeds the Streamlined threshold — then in effect. Arbitration will be conducted in Wilmington, Delaware, in English, before a single arbitrator with substantial experience in commercial and intellectual property disputes. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees and costs except as the applicable rules or law require. 19.3 Class and jury waiver. THE PARTIES WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. ALL CLAIMS AND DISPUTES MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND MAY NOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a court finds this waiver unenforceable, Sections 19.2 and 19.3 are null and void as to that Dispute, the remainder of these Terms stays in effect, and the Dispute will be resolved in the courts identified in Section 19.7. 19.4 Opt-out. You may opt out of arbitration by sending written notice to admin@joinruna.com within 30 days after first accepting these Terms, stating your name and email address, the date you accepted, and a clear statement that you wish to opt out. Opting out has no effect on any other provision. 19.5 Injunctive relief. Each party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop infringement or misappropriation of its intellectual property, unauthorized disclosure of Confidential Information, or other harm for which monetary damages are inadequate. 19.6 Small claims. Either party may bring an individual action in small-claims court for Disputes within that court’s jurisdiction. 19.7 Governing law and venue. These Terms and any Dispute are governed by the laws of the State of Delaware, without regard to conflicts-of-laws principles and excluding the UN Convention on Contracts for the International Sale of Goods. If the arbitration provision does not apply, any judicial action other than a small-claims action will be brought exclusively in the state or federal courts in New Castle County, Delaware, and the parties consent to those courts’ personal jurisdiction. 19.8 Survival. This Section survives termination.20. General Provisions
20.1 Entire agreement. These Terms, together with any Order Form, the Privacy Policy, the DPA where executed, and any other documents expressly incorporated, are the entire agreement between you and Runa regarding the Services and supersede all prior or contemporaneous agreements, proposals, or communications. Any term in a Customer purchase order or other Customer-supplied document, other than an Order Form signed by Runa, that conflicts with or supplements these Terms is rejected and of no effect. 20.2 Modification and waiver. Subject to Section 1.3, no modification or amendment is effective unless in writing and signed, including by electronic signature, by an authorized representative of each party. A failure to enforce any right or provision is not a waiver, and any waiver must be in writing and signed by the waiving party. 20.3 Severability. If any provision is held invalid or unenforceable, it will be reformed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions continue in full force. 20.4 Assignment and subcontractors. You may not assign or transfer these Terms without Runa’s prior written consent, except that Customer may assign them in their entirety, on written notice, to a successor in a merger, acquisition, reorganization, or sale of substantially all its assets, provided the successor is not a competitor of Runa. Runa may assign without restriction and may use subcontractors and subprocessors, remaining responsible for their performance. Any attempted assignment in violation of this Section is void. 20.5 Force majeure. Except for payment obligations, neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, severe weather, earthquake, pandemic, civil unrest, war, terrorism, government action, sanctions, embargoes, labor disputes, denial-of-service attacks, and failures of internet, telecommunications, utility, or third-party services including Non-Runa Applications. 20.6 Notices. Notices must be in writing. Notices to Runa go to: Runa Labs Inc.Attn: Legal Department
1209 Orange Street, Wilmington, Delaware 19801
with a copy by email to: admin@joinruna.com Legal notices — including notices of termination, indemnifiable claims, or arbitration — must be sent by certified mail or overnight courier with an email courtesy copy, and are deemed given on receipt. Other notices may be sent by email and are deemed given on confirmed transmission. Billing notices to Customer go to its designated billing contact; all others go to the email address associated with its account. 20.7 Relationship and third parties. The parties are independent contractors. These Terms create no agency, partnership, joint venture, fiduciary, or employment relationship, and no third-party beneficiary rights except as expressly stated. 20.8 Publicity. With Customer’s prior written consent, which may be given by email, Runa may identify Customer as a customer on its Site, in marketing materials, and in investor and analyst communications, and may reproduce Customer’s name and logo for that purpose. 20.9 Anti-corruption. You will comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other applicable anti-bribery laws, and will not offer or pay anything of value to any government official to obtain business or an improper advantage in connection with the Services. 20.10 Open-source components. The Services may include open-source components. Where an applicable open-source license conflicts with these Terms as to that component, the open-source license controls for that component only. 20.11 U.S. Government rights. The Services and Documentation are “commercial items” as defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as used in 48 C.F.R. § 12.212 and, for Department of Defense customers, 48 C.F.R. §§ 227.7201–227.7204. A U.S. Government agency or contractor acquires only the rights granted to all other commercial customers under these Terms. 20.12 Construction and counterparts. Headings are for convenience only. “Include,” “includes,” and “including” are deemed followed by “without limitation,” and references to a Section include its subsections. These Terms may be executed and accepted in counterparts and by electronic means, including click-acceptance, each deemed an original.
21. Contact
Questions about these Terms or the Services: Runa Labs Inc.Attn: Legal
Email: admin@joinruna.com