Customer Agreement

Last Updated: February 10, 2026

This Customer Agreement ("Agreement") is entered into between RunAI Inc, a Delaware corporation ("RunAI"), and the organization identified in the applicable Order Form ("Customer"). This Agreement governs Customer's purchase and use of the Run platform ("Service").

1. Subscription Terms

1.1 Grant of Access

Subject to the terms of this Agreement and payment of applicable fees, RunAI grants Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for Customer's internal business operations.

1.2 Subscription Term

• The initial Subscription Term is specified in the Order Form.
• Subscriptions automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

1.3 Fees and Payment

• Fees are as specified in the Order Form.
• All fees are due within 30 days of invoice date.
• Fees are non-refundable except as expressly stated in this Agreement.
• RunAI may increase fees upon renewal with at least 60 days' prior written notice.

2. Service Level Agreement

2.1 Uptime

RunAI will use commercially reasonable efforts to maintain the Service with 99.5% uptime during each calendar month, excluding scheduled maintenance windows.

2.2 Scheduled Maintenance

RunAI will provide at least 48 hours' advance notice for scheduled maintenance and will endeavor to perform maintenance during off-peak hours.

2.3 Service Credits

If the Service falls below the uptime commitment in any calendar month, Customer may request service credits as follows:

• 99.0% – 99.5% uptime: 5% credit of monthly fees
• 95.0% – 99.0% uptime: 15% credit of monthly fees
• Below 95.0% uptime: 30% credit of monthly fees

3. Administrator Rights

Customer shall designate one or more administrators who will have the ability to:

• Create, suspend, and delete user accounts.
• Access, monitor, and export all data within the Customer's workspace.
• Configure security settings, retention policies, and access controls.
• Assign roles and permissions to users.

4. Data Controller Responsibilities

Customer acknowledges and agrees that:

4.1 Controller Status

Customer is the data controller for all personal data processed through the Service. RunAI acts as a data processor on Customer's behalf, as further described in the Data Processing Addendum.

4.2 Lawful Basis

Customer is responsible for ensuring it has a lawful basis for processing personal data through the Service, including any required consent from its employees or users.

4.3 Obligation to Inform Employees

Customer shall inform its employees and authorized users that:

• The Service is a workplace tool owned and controlled by Customer.
• All data created in the Service is owned by Customer.
• Administrators may access, monitor, and export all communications and files.
• Users should have no expectation of privacy when using the Service.
• Usage is subject to Customer's internal policies and the RunAI Platform Terms of Service.

5. Data and Security

• Customer Data remains the property of Customer at all times.
• RunAI will process Customer Data only in accordance with Customer's instructions and this Agreement.
• Upon termination, RunAI will delete Customer Data within 90 days, or provide an export upon request.
• Security measures are detailed in the Data Processing Addendum.

6. Intellectual Property

• RunAI retains all rights in the Service, its underlying technology, documentation, and trademarks.
• Customer retains all intellectual property rights in Customer Data.
• Neither party acquires any rights in the other party's intellectual property except as expressly stated herein.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

8. Termination

• Either party may terminate this Agreement for material breach if the breach remains uncured 30 days after written notice.
• RunAI may suspend access immediately if Customer's use poses a security risk or violates the Acceptable Use Policy.
• Upon termination, Customer's access to the Service will cease and data will be handled per Section 5.

9. Governing Law

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles.

10. Entire Agreement

This Agreement, including all Order Forms, the Data Processing Addendum, the Platform Terms of Service, and the Acceptable Use Policy, constitutes the entire agreement between the parties regarding the subject matter herein.