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Terms of Service

Effective date: 1 October 2018

 

1 Application of Terms

1.1 These Terms apply to your use of the Service (as that term is defined below). By setting up an account with Runn and accessing and using the Service:

  1. you agree to the Terms;  and
  2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1.2 By using the Service you acknowledge that you have read and understood and agree to be bound by these Terms. If you do not agree to these Terms, you are not authorized to access and use the Services, and you must immediately stop doing so.

 

2 Changes

2.1 We reserve the right, at our sole discretion, to change, add or remove portions of these Terms at any time. Unless stated otherwise, any change takes effect from the date we post revised Terms on the Website. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.

 

3 Definitions

In these terms:

Runn means the software, websites and applications owned by us (and our licensors) that is used to provide the Service.

Website means the internet site at www.runn.io, and all its subdomains.

We, us or our means Runn Fast Limited, operating as Runn, our employees, shareholders, advisors, directors and affiliates.

You or your means the person that’s registered with Runn to use the Service.

Service means our websites, web and mobile applications, content, APIs and various 3rd party services that make up Runn.

Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

A person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

Personal Information means information about an identifiable, living person.

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including Runn Materials and Technology, the Service, the Website and any derivative works of them. Your Confidential Information includes the Customer Data.

Customer Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.

Fees means the applicable fees set out on our pricing page on the Website at www.runn.io/pricing or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 8.

Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Force Majeure means an event that is beyond the reasonable control of a party, excluding:

  • an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
  • a lack of funds for any reason.

Start Date means the date that you first access the Service.

Terms means these terms.

Year means a 12-month period starting on the Start Date or the anniversary of that date.

Including and similar words do not imply any limit.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

 

4 Provision of the Service

4.1 We will use reasonable efforts to provide the Service:

  1. in accordance with these Terms and New Zealand law;
  2. exercising reasonable care, skill and diligence; and
  3. using suitably skilled, experienced and qualified personnel.

4.2 Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.

4.3 We will use reasonable efforts to ensure availability of the Service. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We will endeavor to notify you of any substantial outages in advance.

 

5 Your Obligations

5.1 You and your personnel must:

  1. use the Service in accordance with these Terms solely for:
    1. your own internal business purposes; and
    2. lawful purposes
  2. not resell or make available the Service to any third party, or otherwise commercially exploit the Service.

5.2 When accessing the Service, you and your personnel must:

  1. not impersonate another person or misrepresent authorization to act on behalf of others or us;
  2. correctly identify the sender of all electronic transmissions;
  3. not attempt to undermine the security or integrity of the Underlying Systems;
  4. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
  5. not attempt to view, access or copy any material or data other than:
    1. that which you are authorized to access; and
    2. to the extent necessary for you to use the Service in accordance with these Terms; and
  6. neither use the Service in a manner, nor transmit, input or store any Customer Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.3 A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.

5.4 You are responsible for procuring all licences, authorizations and consents required for you and your personnel to use the Service, including to use, store and input Customer Data into, and process and distribute Customer Data through, the Service.

 

6 Customer Data

6.1 You acknowledge that:

  1. we may require access to the Customer Data to exercise our rights and perform our obligations under these Terms; and
  2. to the extent that this is necessary but subject to clause 9, we may authorize a member or members of our personnel to access the Customer Data for this purpose.

6.2 You must arrange all consents and approvals that are necessary for us to access the Customer Data.

6.3 You acknowledge and agree that:

  1. we may:
    1. use Customer Data and information about your use of the Services to generate anonymized and aggregated statistical and analytical data (Analytical Data); and
    2. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights
  2. our rights under clause 6.3a above will survive termination of expiry of the Agreement; and
  3. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.4  You acknowledge and agree that to the extent Customer Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the New Zealand Privacy Act 1993 and any other applicable privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.

6.5 While we will take standard industry measures to back-up all Customer Data stored using the Service, you agree to keep a separate back-up copy of all Customer Data uploaded by you onto the Service.

6.6 You agree that we may store Customer Data (including any personal information) in secure servers in the USA and New Zealand and may access that Customer Data (including any personal information) from time to time.

6.7 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Customer Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Customer Data is Objectionable, incorrect or misleading.

 

7 Privacy

7.1 You consent to Runn’s Privacy Policy (available at Privacy Policy) which explains how we process any personal information we collect.

 

8 Fees and Payment Terms

8.1 The free trial entitles new, registered users to a thirty (30) day free trial of the Service. No credit card is required for the free trial. 

8.2 An upgrade from the free trial to any paying plan will end your free trial.

8.3 A valid credit card is required for paying accounts unless an alternate payment method has been agreed with us. 

8.4 Service Fees are as per our pricing page www.runn.io/pricing or as agreed otherwise in writing between you and us. All pricing is in USD. 

8.5  The Service Fees are billed on a month-on-month basis and are non-refundable. The Service is billed retrospectively for the previous month, at the beginning of the following month. You pay for the number of employees you had scheduled on projects during the previous month, which means that the billing amount can vary from month to month. 

8.6 The Fees exclude GST, which you must pay on taxable supplies.

8.7 We may change the Service Fee at any time. Existing customers will receive thirty (30) days notice. Such notice may be provided  by posting the changes to Runn or by email.

8.8 You may cancel the renewal of your subscription at any time by sending an email to sales@runn.io. Your subscription will end at the end of the current term. 

 

9 Intellectual Property

9.1 Subject to clause 9.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

9.2 Title to, and all Intellectual Property Rights in, the Customer Data (as between the parties) remains your property.

9.3 Each party consents to the other party’s use of its brand for the purpose of promoting the use of the Runn Services by other potential customers. There is no charge associated with such use and use must be in accordance with any brand use guidelines notified by the owning party from time to time.

9.4 If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):

  1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
  2. we may use or disclose the feedback for any purpose.

9.5 You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

10 Confidentiality

10.1 Each party must, unless it has the prior written consent of the other party:

  1. keep confidential at all times the Confidential Information of the other party;
  2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
  3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.

10.2 The obligation of confidentiality in clause 10.1 does not apply to any disclosure or use of Confidential Information:

  1. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
  2. required by law (including under the rules of any stock exchange);
  3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
  4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
  5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.

 

11 Warranties

11.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

11.2 To the maximum extent permitted by law:

  1. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded.
  2. we make no representation concerning the quality of the Service and do not promise that the Service will:
    1. meet your requirements or be suitable for a particular purpose; or
    2. be secure, free of viruses or other harmful code, uninterrupted or error free.

11.3 You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:

  1. to the maximum extent permissible by law, the New Zealand Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and
  2. it is fair and reasonable that the parties are bound by this clause 10.3.

11.4 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

  1. supplying the Service again; and/or
  2. paying the costs of having the Service supplied again.

12 Liability

12.1 To the greatest extent possible in accordance with the applicable laws, we specifically disclaim any liability (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for any direct, indirect, incidental or consequential damages arising out of or in any way connected with the access to or use of the Service or the Website.

12.2 In all cases where our liability is not excluded:

  1. our liability is limited to the total amount we have received from you for the Service that the liability directly relates to; and
  2. we will not be liable for any indirect, incidental, special or consequential damages (including loss of profit, revenue, savings, business, use, data (including Customer Data), and/or goodwill)

12.3 Your only right with respect to dissatisfaction or problems with the Service, other than as provided for in clause 11, is to cease to access and to use the Service.

 

13 Termination and Suspension

13.1 You may terminate these Terms and cancel your right to access and use the Service at any time by email sent to info@runn.io

13.2 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:

  1. breaches any material provision of these Terms and the breach is not:
    1. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
    2. capable of being remedied; or
  2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
  3. 13.3 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

13.4 On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.

13.5 No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

13.6 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Customer Data if we consider that you or any of your personnel have:

  1. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
  2. used, or attempted to use, the Service:
    1. for improper purposes; or
    2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
    3. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
    4. otherwise materially breached these Terms.

14 Miscellaneous

14.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

14.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.

14.4 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing info@runn.io

14.4 These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.

14.5 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.