Last updated: January 9, 2025
These RunnSmart Platform Terms ("Terms") are entered into by Runn Technologies, Inc. ("Runn Technologies") and the entity executing these Terms or that accepts these Terms electronically ("Customer"). These Terms govern Customer's participation in Runn Technology's RunnSmart platform and related services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that incorporate by reference these Terms (collectively, "Platform").
Please read these Terms carefully. They require the use of binding individual arbitration to resolve disputes rather than jury trials or class actions. If Customer wishes, Customer may opt out of the requirement to arbitrate disputes by following the instructions in Section 13(F) below within 30 days of the first acceptance date of any version of these Terms containing an arbitration provision.
Customer authorizes Runn Technologies, Inc. to manage and optimize Customer's advertising campaigns across various advertising platforms through its RunnSmart automation platform. Customer is solely responsible for all: (i) advertising materials, data, and content (collectively, "Ad Content"), (ii) advertising budgets and parameters, (iii) destination URLs and landing pages ("Destinations"), and (iv) products or services being advertised ("Services"). The Platform utilizes automated tools to optimize and manage advertising campaigns within Customer's specified monthly budget. Runn Technologies may modify or enhance Platform features at any time. Some Platform features may be identified as "Beta" or as otherwise unsupported or confidential ("Beta Features"). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.
Customer is solely responsible for its use of the Platform (e.g., access to and use of Platform accounts and safeguarding usernames and passwords) ("Use"). Platform Use is subject to applicable Runn Technology policies available at runn.us/policies or runnsmart.com/policies, and all other policies made available by Runn Technology to Customer, including applicable data protection and privacy policies (in each case, as modified from time to time, "Policies"). Customer authorizes Runn Technology to modify Ad Content as necessary to comply with Policies or technical requirements. Customer will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid advertising activities, (ii) use any automated means or form of scraping or data extraction to access Platform information except as expressly permitted by Runn Technology, or (iii) attempt to interfere with the functioning of the Platform.
(a) Customer will not provide Ad Content that contains or connects to malware, spyware, unwanted software or any other malicious code, or knowingly breach or circumvent any Platform security measure.
(b) Customer may integrate the Platform with authorized third-party advertising platforms and tools subject to Runn Technology's approval and technical requirements.
Customer authorizes Runn Technology to conduct automated testing and optimization of advertising campaigns to improve performance within Customer's specified parameters and monthly budget. Such optimization may include adjustments to ad placement, targeting, bidding, and creative elements.
Customer will pay the agreed monthly subscription fees for Platform access and usage ("Annual Subscription Fees") plus any additional fees for premium features or services as specified in the order form or platform interface. Subscription Fees are due monthly in advance and are non-refundable. Customer will specify a monthly advertising budget ("Ad Budget") that Runn Technology will manage through the Platform. Ad Budget funds will be held and disbursed by Customer directly to advertising platforms. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). All fees are exclusive of taxes and Customer will pay all applicable taxes. Customer will also pay all reasonable expenses and legal fees Runn Technology incurs in collecting late payments that are not disputed in good faith.
Customer warrants that (a) Customer holds, and hereby grants Runn Technology, its affiliates and Partners, the rights in Ads, Destinations, and Targets for Runn Technology, its affiliates and Partners to operate the Runn Technology Programs (including, in some cases, after Customer ceases to use the Programs (e.g. feed data)), and (b) all information and authorizations provided by Customer are complete, correct and current. Customer authorizes Runn Technology and its affiliates to automate retrieval and analysis of, and create test credentials to access, Destinations for the purposes of the Programs. By providing any mobile or other telephone number to Runn Technology in connection with the Programs, Customer authorizes Runn Technology, its affiliates and their agents to call and send text messages (for which standard message and data rates may apply) to the provided telephone numbers, including by an automatic telephone dialing system, for purposes of the Programs. However, Runn Technology will not rely on this permission to initiate autodialed calls or text messages for marketing purposes. Customer further authorizes Runn Technology, its affiliates and their agents to send electronic mail to Customer for purposes of the Programs.
Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, each third party, if any, for which Customer advertises in connection with these Terms ("Advertiser") and any references to Customer in these Terms will also apply to Advertiser, as applicable. If for any reason Customer has not bound an Advertiser to these Terms, Customer will be liable for performing any obligation Advertiser would have had under these Terms had Advertiser been bound. Customer will provide Advertiser with reporting data no less than on a monthly basis, that discloses absolute dollars spent on Runn Technology and performance (at a minimum cost, clicks and impressions) in a reasonably prominent location and in accordance with the Policies.
To the fullest extent permitted by law, Runn Technology, on behalf of itself and its Partners and Affiliates, disclaims all warranties, whether implied, statutory or otherwise, including for non-infringement, satisfactory quality, merchantability and fitness for any purpose, as well as any warranties arising out of any course of dealing or usage of trade. To the fullest extent permitted by law, the Programs and Runn Technology and Partner properties are provided "as is," "as available" and "with all faults," and Customer uses them at its own risk. Runn Technology, its affiliates, and its Partners do not make any guarantee in connection with the Programs or Program results. Runn Technology makes no promise to inform Customer of defects or errors.
Except for Section 11 and Customer's breaches of Sections 3(A), 14(E) or the last sentence of Section 1, to the fullest extent permitted by law regardless of the theory or type of claim: (a) Runn Technology, Customer, and their respective affiliates will not be held liable under these Terms or arising out of or related to these Terms for any damages other than direct damages, even if the party is aware or should know that such other types of damages are possible and even if direct damages do not satisfy a remedy; and (b) other than Customer's payment obligations under these Terms, Runn Technology, Customer, and their respective affiliates will not be held liable for damages under these Terms or arising out of or related to performance of these Terms for any given event or series of connected events in the aggregate of more than the amount payable to Runn Technology by Customer under the Terms in the thirty days before the date of the activity first giving rise to the claim.
Customer will defend and indemnify Runn Technology, its Partners, agents, affiliates, and licensors against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party allegation or legal proceeding to the extent arising out of or related to Ads, Targets, Destinations, Services, Use or any breach of these Terms by Customer. Partners are intended third-party beneficiaries of this Section.
Runn Technology may make non-material changes to these Terms at any time without notice, but Runn Technology will provide advance notice of any material changes to these Terms. The Terms will be posted at Runn.us/terms. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party. Runn Technology may suspend Customer's ability to participate in the Programs at any time.
Runn Technology, Customer, and Advertiser agree to arbitrate all disputes and claims between Runn Technology and Customer or between Runn Technology and Advertiser that arise out of or relate in any way to the Programs or these Terms. This agreement to arbitrate ("Dispute Resolution Agreement" or "Section 13") is intended to be broadly interpreted and includes, for example:
Runn Technology, Customer, and Advertiser agree that, by entering into this arbitration agreement, all parties are waiving their respective rights to a trial by jury or to participate in a class or representative action. The Federal Arbitration Act governs the interpretation and enforcement of this Dispute Resolution Agreement.
If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing ("Notice of Dispute"). This Notice of Dispute to Runn Technology must be sent to: Runn Technologies, Inc., Legal Department — Runn Technology Ads Arbitration. Customer's or Advertiser's Notice of Dispute must provide: (a) name and mailing address, (b) the email address used to log into the account, (c) the Runn Technology Ads Customer ID(s), (d) the Case Number(s), (e) a description of the dispute, and (f) a statement of the relief requested. If the parties are unable to resolve the dispute within 60 days after the Notice of Dispute is submitted, the dispute will be resolved by arbitration.
The arbitration will be governed by the AAA's Commercial Arbitration Rules ("AAA Rules"), as modified by these Terms, and will be administered by the AAA. Unless the parties agree otherwise, the Expedited Procedures of the AAA Rules will apply to any claim of $75,000 or less. The AAA Rules are available online at adr.org. The arbitrator's award will be maintained as confidential only to the extent necessary to protect either party's trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality.
Runn Technology will pay all AAA filing, administrative, and arbitrator fees for any arbitration that Runn Technology commences. If Customer or Advertiser commenced arbitration at least 60 days after submitting the Notice of Dispute to Runn Technology, and the value of the claim is $75,000 or less, Runn Technology will pay Customer's or Advertiser's share of any such AAA fees. If the value of the claim is between $75,000 and $300,000, the share of fees will be capped at $200 (unless the law of Customer's or Advertiser's state requires Runn Technology to pay all such fees).
Customer, Advertiser, and Runn Technology agree that each may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, representative, or private attorney general proceeding.
If Runn Technology makes any changes to this Dispute Resolution Agreement (other than a change to Runn Technology's Notice Address), Customer or Advertiser may reject any such change by notifying Runn Technology via the process set forth in Section 13(B) within 30 days of the change.
(a) All claims arising out of or relating to these Terms or the Programs will be governed by Washington law, excluding California's conflict of laws rules, except to the extent that California law is contrary to or preempted by federal law. (b) Except as provided in Section 13, all claims arising out of or relating to these Terms or the Programs will be litigated exclusively in the federal or state courts of King County, Washington; the parties consent to personal jurisdiction in these courts. (c) Customer will not seek an injunction based on patent infringement in connection with the Programs in any proceeding filed while these Terms are in effect, and for one year after any termination of these Terms. (d) These Terms are the parties' entire agreement relating to their subject matter and supersede all other agreements between the parties relating to its subject matter. (e) Customer may not make any public statement regarding the relationship contemplated by these Terms (except when required by law).
(f) Except as provided in Section 13, all notices of termination or breach must be in writing and addressed to the other party's Legal Department. Emails are written notices. The email address for notices being sent to Runn Technology's Legal Department is contactus@runn.us. (g) Except for modifications to these Terms by Runn Technology under Section 12, any amendment must be agreed to by both parties and must expressly state that it is amending these Terms. (h) Neither party may assign any of its rights or obligations under these Terms without the written consent of the other party, except to an affiliate. (i) Except as provided in Sections 11 and 13, there are no third-party beneficiaries to these Terms. (j) These Terms do not create any agency, partnership, joint venture, or employment relationship among the parties. (k) Sections 1 (last sentence only) and 8 through 14 will survive termination of these Terms. (l) Except for payment obligations, no party or its affiliates are liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
If you have questions about these Terms, please contact us at contactus@runn.us.