TERMS OF SERVICE

Scope of Services.

Runta provides a managed runtime (the “Runtime”) that allows AI models, agents, and human developers to execute code, run software, and store data in isolated cloud environments. Runta may add, remove, or modify features of the Services. For any material reduction of a feature that is generally available and actively used in your Account, Runta intends to provide reasonable advance notice unless doing so would create a security risk, violate law, or be technically infeasible; provided that beta, preview, experimental, or early-access features may be modified or discontinued at any time without notice. Runta may deliver updates, patches, bug fixes, and feature enhancements (“Updates”) automatically. Runta will use commercially reasonable efforts to maintain backwards compatibility for generally available features, except where doing so would introduce a security vulnerability, infringe third-party rights, or be technically impracticable; provided that beta, preview, experimental, or early-access features are not subject to any backwards compatibility commitment. Runta will provide reasonable support through multiple channels, which may include email, in-app chat, video support, and community forums.

Creating and Safeguarding your Account.

To use the Services, you need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account through the Settings page in your Account. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@runta.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your Account or banned you from any of our Services, unless we provide written consent otherwise.

Payments and Account Credits.

You may purchase account credits to use paid portions of the Services. You agree to pay all applicable fees and taxes in U.S. Dollars. Credits are deducted from your Account based on your usage of the Services and the rates disclosed on the Payments page or otherwise presented to you. If you enable automatic top-up of credits, our third-party payment processor, Stripe, may store your designated payment method and process purchases automatically. We may calculate taxes based on the billing information you provide. We reserve the right to change our pricing, subscription plans, or credit terms for the Services in our sole discretion, and upon reasonable notice. Payment may be made by credit card, debit card, ACH transfer, or other payment methods made available through Stripe. Failure to pay amounts due or maintain a sufficient Account balance may result in suspension or termination of access to paid Services.

Negative Balance; Overdue Payments.

If an Account balance goes negative, you (including all Accounts associated with you) may be suspended until the balance is paid. Except where required by applicable law, all payments, credit purchases, and account top-ups are final, non-cancellable, and non-refundable. We do not provide refunds, credits, prorations, or reimbursements for unused Services, unused Account balances, account suspension or termination, or failure to disable automatic top-ups before a charge. In the event that your payment is overdue, we have the right, in addition to remedies under these Terms or pursuant to applicable law, to (a) charge interest of 1.5% per month or the maximum rate allowed under applicable law, whichever is lower, until you have paid the full balance owed, plus any interest due, and/or (b) seek reimbursement of collection costs (including attorneys' fees) arising in connection with such overdue payment(s).

Automatic Top-Ups.

If you enable automatic top-ups, you authorize the Company to charge your designated payment method each time your Account balance falls below the threshold you select, in the amount needed to restore your Account balance to the refill target displayed on the Payments page. Automatic top-up charges will continue until you disable the feature. You may review or change your threshold or refill target, or disable automatic top-ups, at any time through the Payments page in your Account. Disabling automatic top-ups will not reverse charges already initiated or incurred. Except where required by applicable law, all top-up charges are final and non-refundable, and we do not provide refunds, credits, prorations, or reimbursements for unused Account balances or failure to disable automatic top-ups before a charge.

Free Trial Credits.

We may provide each organization with a one-time grant of fifty dollars ($50) in promotional credits (the "Trial Credits") to use toward paid portions of the Services. Each organization may receive Trial Credits only once. Trial Credits do not entitle you to use the Services free of charge for any specified period. Trial Credits are promotional only, have no cash value, and are non-transferable, non-refundable, and may not be redeemed or exchanged for money. Once your Trial Credits are exhausted, access to paid Services may be suspended unless you purchase additional credits or have enabled automatic top-ups. Any unused Trial Credits will be forfeited if your Account is closed or terminated. We may modify, suspend, or revoke Trial Credits in cases of abuse, fraud, or violation of these Terms, subject to applicable law.

Privacy Policy.

Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://runta.com/privacy-policy

Right to Use Services.

We hereby permit you to use the Services for your internal business purposes only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take.

Restrictions On Your Use of the Services.

You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

Ownership of the Services.

The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.

Ownership of Trademarks.

RUNTA, the Runta word mark, the Runta logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

Ownership of Feedback.

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

Your Content.

In connection with your use of the Services, you may submit, upload, store, or otherwise provide content to the Services (“Your Content”). Your Content includes models, code, files, prompts, configuration files, environment variables, execution instructions, agent inputs and outputs, logs, traces, workspace and project metadata, credentials, tokens, secrets, and other materials you provide for use in your workflows. You retain ownership of Your Content. By using the Services and providing Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, and modify Your Content, but solely as required to operate and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. To the fullest extent permitted by applicable law, the Company reserves the right, and has absolute discretion, to remove any of Your Content at any time, for any reason, and without notice. By submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to submit the material and to grant us the license described above. The Company may use aggregated, anonymized, or de-identified telemetry data derived from the Services (which does not identify you or include Your Content) to improve the reliability, performance, security, abuse detection, capacity planning, and functionality of the Services.

Use of Third-Party Services and Materials.

The Services may enable you to access, connect to, or use third-party AI models, APIs, tools, software, websites, services, content, data, or other materials (“Third-Party Materials”), including Third-Party Materials selected or configured by you. Third-Party Materials are provided and controlled by their respective providers and may be subject to separate terms and privacy policies. The Company does not examine, evaluate, control, endorse, or make representations or warranties regarding Third-Party Materials and is not responsible for their availability, accuracy, security, compliance, legality, operation, or any other aspect of such Third-Party Materials. Your use of Third-Party Materials is at your own risk, and you are responsible for complying with the applicable third-party terms. To the maximum extent permitted by applicable law, the Company will not be liable for any loss or damage arising from or relating to Third-Party Materials.

Customer Responsibility for Agents, Models, and Outputs.

The Company does not control and is not responsible for Your Content. You are solely responsible for (a) the selection, configuration, and use of Your Content and any models, agents, or tools you integrate with or run through the Services; (b) all prompts, inputs, code, data, credentials, and configurations you provide; (c) all outputs, results, and actions generated by or through your use of the Services, including any outputs generated by AI models or agents you run; and (d) ensuring that your use of the Services, including any AI models, agents, or outputs, complies with all applicable laws and these Terms.

Disclaimers.

Limitations of Liability.

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE FOR ANY INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification.

By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content, or (e) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Informal Process First.

You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

Arbitration Agreement and Class Action Waiver.

After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

Costs of Arbitration.

Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Opt-Out.

You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to support@runta.com or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.

WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS.

To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

Updating These Terms.

We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Site. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

Termination of License and Your Account.

If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. the Company shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

Injunctive Relief.

You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

Miscellaneous.

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersede all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. You may access the Services from locations outside the United States, and you are responsible for compliance with all applicable local laws in connection with your access to and use of the Services. The Company reserves the right to restrict access to the Services from certain jurisdictions at its discretion. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 8, or, if arbitration does not apply, the state courts located in San Mateo County, California, or the federal courts for the Northern District of California.

How to Contact Us.

You may contact us regarding the Services or these Terms at 3 E 3rd Ave, Suite 207, San Mateo, CA 94401, or by email at support@runta.com.