RunAI Terms of Service

These Terms of Service (“Terms”) govern your access to and use of any websites, applications, software, APIs, AI agents, workflows, digital products, integrations, support channels, and related services or products (collectively, the “Services”) provided by RUN CEO INC, a Delaware corporation (“RunAI,” “we,” “us,” or “our”).

By accessing or using the Services, creating an account, clicking to accept, purchasing a subscription or digital product, or otherwise interacting with the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

If you access or use the Services on behalf of a company, entity, or other organization, you represent and warrant that you have authority to bind that organization to these Terms, and "you" and "your" will refer to that organization.

1. The Services

RunAI provides AI-powered tools and services that may help users create, operate, automate, analyze, or improve business workflows and personal-use activities. These may include customer support, marketing, sales, operations, product content, e-commerce workflows, internal reporting, software development, product management, testing, deployment, project coordination, AI-assisted business execution, companion-animal management, pet-profile tools, animal vocalization interpretation, pet-health information, veterinary cost estimates, and pet-product recommendations.

The Services may include, without limitation:

• AI chat interfaces and AI agents;
• workflow automation tools;
• business operations assistants;
• AI employee, AI team, and multi-agent workspace features;
• software development, architecture, testing, quality-assurance, DevOps, deployment, and product-management tools;
• tools that connect to source-code repositories, development environments, cloud services, issue trackers, package registries, CI/CD systems, and related technical services;
• autonomous and semi-autonomous task-execution features;
• persistent workspace memory, project history, and knowledge-management features;
• customer support assistants;
• e-commerce and Shopify-related templates, prompts, playbooks, or digital products;
• companion-animal management and pet-profile tools;
• AI-generated interpretations of animal sounds, behavior, images, and contextual information;
• tools for organizing pet-health observations and identifying matters that users may wish to discuss with a veterinarian;
• veterinary, pet-care, and pet-product cost estimates;
• pet-product recommendations and shopping-assistance features;
• integrations with third-party services;
• analytics, reporting, and recommendation features; and
• beta, experimental, or early-access features.

We may add, modify, replace, suspend, restrict, or discontinue any part of the Services at any time, with or without notice, and without liability to you. We have no obligation to continue making any feature, integration, model, workflow, plan, or functionality available.

2. Eligibility; Accounts

You must be at least 18 years old, or the age of majority in your jurisdiction, whichever is greater, to use the Services.

You are responsible for:

• maintaining the confidentiality and security of account credentials, API keys, tokens, authenticated sessions, connected accounts, and other authentication or access mechanisms;
• all activity occurring under your account or through your credentials;
• ensuring that your authorized users comply with these Terms;
• providing accurate, current, and complete registration, billing, and business information; and
• promptly notifying us of any suspected or actual unauthorized access, compromise, or misuse.

You may not share access credentials except as expressly permitted by the Services. We are entitled to treat activity under your account as authorized by you.

We may refuse registration, limit accounts, reclaim usernames, or require additional verification at any time.

3. Definitions

For purposes of these Terms:

“Your Content” means any content, data, prompts, messages, files, business information, customer information, product information, store information, source code, software, repositories, technical documentation, specifications, designs, datasets, issue records, project history, credentials, configurations, feedback, or other materials that you submit, upload, record, connect, or make available to RunAI. Your Content may include pet names, profiles, species, breeds, ages, weights, photographs, videos, audio recordings, animal vocalizations, behavioral observations, health information, symptoms, allergies, medications, vaccination records, veterinary records, invoices, receipts, product preferences, source code, repository content, development history, software requirements, architecture materials, test results, deployment configurations, business plans, customer communications, and related information.

“AI Output” means any response, completion, recommendation, interpretation, estimate, alert, summary, profile, analysis, classification, draft, workflow, action, action suggestion, generated content, or other output produced by or through the Services.

“Usage Data” means technical logs, telemetry, metadata, analytics, clicks, event data, diagnostics, performance metrics, and similar information relating to access to or use of the Services.

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4. AI Output; No Professional Advice; Human Review Required

The Services use AI systems, third-party models, automation tools, retrieval systems, and other technologies to generate AI Output. AI Output may include software code, scripts, commands, architecture designs, technical documentation, tests, deployment configurations, product requirements, project plans, business recommendations, communications, and outputs relating to companion animals, including interpretations of animal vocalizations or behavior, pet-health observations, product recommendations, veterinary cost estimates, and pet-profile information.

You acknowledge and agree that:

• AI Output may be inaccurate, incomplete, outdated, misleading, inconsistent, offensive, or unsuitable for your specific use case. AI Output concerning an animal’s health, behavior, emotional state, needs, or likely future condition may be based on incomplete information and may not accurately reflect the animal’s actual condition;
• AI Output may not reflect your business rules, legal obligations, brand standards, or operational constraints unless properly configured and reviewed by you;
• similar or identical outputs may be generated for other users;
• AI Output consisting of software, code, commands, scripts, configurations, dependencies, architecture, or technical instructions may contain errors, vulnerabilities, insecure practices, malicious or unintended behavior, incompatible components, licensing restrictions, or other defects;
• AI Output may fail to satisfy your requirements, pass testing, operate in your intended environment, integrate with third-party systems, or remain compatible with later changes;
• autonomous or semi-autonomous actions may produce unintended results, including external communications, repository changes, deployments, data modification or deletion, service interruption, security exposure, or third-party charges;
• persistent memory or accumulated project knowledge may be incomplete, inaccurate, outdated, duplicated, or inconsistent with your current instructions;
• an AI employee’s assigned title, role, or description does not establish professional qualifications, legal authority, employment status, agency authority, fiduciary duties, or authority to bind you or any organization;
• AI Output interpreting animal sounds, behavior, expressions, images, or contextual information is an AI-generated interpretation and is not a literal or scientifically certain translation of an animal’s thoughts, intentions, or emotions;
• AI Output may fail to identify or appropriately prioritize a serious, urgent, or emergency veterinary condition;
• cost estimates are illustrative only and may differ materially from the actual price charged by a veterinarian, retailer, service provider, or other third party;
• product recommendations may not be appropriate for every animal and must be reviewed in light of the animal’s health, allergies, age, breed, size, medications, dietary requirements, and professional veterinary advice;
• the Services are not designed or intended to provide legal, tax, accounting, medical, veterinary, animal-health, animal-behavior, compliance, employment, credit, insurance, housing, benefits, or other regulated or professional advice;
• RunAI makes no guarantee of any business result, revenue increase, cost reduction, GMV, conversion rate, customer satisfaction score, operational outcome, or other performance metric; and
• you are solely responsible for reviewing, verifying, approving, testing, securing, and validating AI Output before relying on it, deploying it, publishing it, executing it, or using it in production or in connection with customers, employees, vendors, regulators, systems, infrastructure, or other third parties.

RunAI is not a substitute for professional judgment. You should not rely on RunAI as your sole source of legal, financial, tax, medical, veterinary, animal-behavior, compliance, employment, or other professional advice. You are responsible for obtaining advice from an appropriately licensed or qualified professional where necessary, including a licensed veterinarian for matters concerning an animal’s health, treatment, medication, diet, or behavior.

4.1 AI Transparency

Where required by applicable law, including European Union law, RunAI may provide notices indicating that users are interacting with an AI system or that certain content was generated or assisted by AI.

5. AI Agents; Authorized Actions; Customer Responsibility

Some Services may allow AI agents, automations, workflows, or integrations to take actions on your behalf, including creating drafts, generating or sending messages, interacting with third-party systems, modifying files or repositories, writing or executing code, initiating tests, creating infrastructure configurations, triggering workflows, analyzing data, preparing reports, deploying software, or recommending or initiating other actions.

You are solely responsible for:

• deciding what permissions, scopes, roles, and access rights to grant;
• ensuring any connected account, integration, API key, token, or data source is authorized for such use;
• determining whether human review, approvals, escalation rules, or fail-close controls are appropriate;
• identifying actions that require specific human approval, including publishing content, sending external communications, entering transactions, incurring charges, modifying production systems, deploying software, changing access permissions, deleting data, or taking actions that may affect third parties;
• reviewing all code, commands, scripts, dependencies, infrastructure changes, and deployment configurations before execution in a production or externally accessible environment;
• maintaining backups, version control, testing environments, recovery procedures, and rollback mechanisms appropriate to the potential impact of an automated action;
• ensuring that AI agents do not receive greater access, privileges, credentials, or authority than reasonably necessary for their assigned tasks;
• configuring thresholds, permissions, logs, rollback mechanisms, and safeguards appropriate to your use case;
• monitoring, supervising, and auditing automated or semi-automated behavior; and
• ensuring that any action taken through the Services complies with applicable law, contract, policy, and industry requirements.

RunAI is not responsible for unauthorized, incorrect, unintended, delayed, omitted, or harmful actions resulting from your instructions, configurations, permissions, integrations, source data, approval settings, or deployment choices, including actions taken by AI agents or third-party services acting through credentials or permissions you provided.

You acknowledge that authorizing an AI agent to access a system, account, repository, environment, or third-party service may enable the agent to view, create, modify, transmit, execute, or delete information within the scope of the permissions granted. You are responsible for reviewing and limiting that scope before granting access.

Any safeguards, review gates, logs, warnings, or testing tools we provide are for convenience only and do not reduce your responsibility.

5.1 Consumer Assistance and Actions on Your Behalf

Any safeguards, review gates, logs, warnings, or testing tools we provide are for convenience only and do not reduce your responsibility.

Certain Services may assist you in communicating with merchants, financial institutions, service providers, platforms, or other third parties; cancelling subscriptions or services; requesting refunds; preparing or submitting disputes or complaints; placing orders; managing administrative tasks; or taking other actions at your direction.

You authorize RunAI and the applicable AI agent to take actions that you expressly request or approve within the permissions, instructions, limits, and approval settings you provide. You are responsible for ensuring that you have the legal right and authority to act with respect to the applicable account, transaction, purchase, subscription, claim, communication, or other matter.

You must review and verify material information before authorizing its submission to a third party. You must not instruct the Services to fabricate, exaggerate, omit, or misrepresent facts, transactions, communications, entitlement, authority, or supporting evidence.

RunAI is not a law firm, claims representative, financial adviser, credit repair organization, debt settlement provider, or other licensed professional service unless expressly stated otherwise. The Services do not guarantee that any merchant, financial institution, regulator, platform, service provider, or other third party will accept a request, reverse a charge, issue a refund, cancel a service, resolve a dispute or complaint, or take any other requested action.

Third parties may require you to communicate directly with them, verify your identity, provide additional authorization or documentation, complete security procedures, or use their required forms or processes. RunAI does not guarantee that a third party will recognize or accept an action, communication, authorization, or submission made through the Services.

5.2 Companion-Animal and CPO Features

5.2.1 Informational Nature of CPO

Certain Services, including the AI Chief Pet Officer product and related companion-animal features (“CPO”), may help users organize information about a pet, interpret animal sounds or behavior, document observations, generate health-related summaries, estimate costs, and receive product recommendations.

CPO is an informational, organizational, and decision-support tool. It is not a veterinary practice, veterinary hospital, emergency monitoring service, animal poison-control service, or substitute for examination, diagnosis, treatment, or advice by a licensed veterinarian.

5.2.2 No Veterinarian-Client-Patient Relationship

Use of CPO does not create a veterinarian-client-patient relationship or any other professional relationship between you, RunAI, any AI provider, or any third-party service provider.

RunAI does not examine animals, prescribe medication, provide veterinary treatment, or guarantee that CPO will identify, diagnose, predict, prevent, monitor, treat, or cure any illness, injury, behavioral condition, or other animal-health issue.

5.2.3 Emergencies and Professional Care

CPO is not designed or intended for emergency use and may fail to identify an urgent or serious condition. You must not rely on CPO to determine that veterinary care is unnecessary or to delay obtaining professional veterinary assistance.

If you believe an animal may be experiencing an emergency or serious condition, including suspected poisoning, difficulty breathing, collapse, seizure, uncontrolled bleeding, serious injury, inability to urinate, severe pain, loss of consciousness, or another urgent symptom, you should immediately contact a licensed veterinarian, emergency veterinary clinic, or appropriate animal poison-control service.

RunAI does not guarantee the availability, accuracy, completeness, or timeliness of any emergency warning or escalation generated through CPO.

5.2.4 Animal Vocalization and Behavior Interpretations

CPO may generate interpretations of animal vocalizations, behavior, expressions, movements, images, environmental information, and user-provided context. These interpretations are probabilistic, may be anthropomorphic, and are provided for informational and entertainment purposes.

CPO does not literally translate animal language and cannot reliably determine an animal’s thoughts, intentions, emotional state, pain level, aggression, or medical condition. You must not rely solely on an interpretation generated by CPO to assess health, safety, distress, aggression, or the risk of injury to an animal or person.

5.2.5 Pet-Health Information and Alerts

CPO may help you record observations, organize pet-health information, identify possible areas of concern, and prepare summaries for discussion with a veterinarian. Any alert, summary, risk indication, or recommendation generated by CPO is based on the information available to CPO and may be incomplete or incorrect.

CPO does not provide a diagnosis, treatment plan, prognosis, prescription, medication dosage, or assurance that an animal is healthy or does not require veterinary care.

You must not use CPO to start, stop, change, or determine the dosage of any medication, supplement, diet, or treatment prescribed or recommended by a veterinarian.

5.2.6 Veterinary and Pet-Care Cost Estimates

CPO may provide estimates or ranges relating to veterinary visits, examinations, procedures, medications, pet-care services, supplies, or other expenses. These estimates are for general informational and budgeting purposes only and are not quotations, guarantees, or promises of price.

Actual costs may vary materially depending on location, provider, animal condition, examination findings, urgency, diagnostics, medication, treatment, taxes, follow-up care, complications, and other circumstances. You are responsible for confirming all costs directly with the applicable veterinarian, retailer, service provider, or other third party.

5.2.7 Pet-Product Recommendations

CPO may recommend food, supplements, grooming products, toys, equipment, services, or other products based on information you provide. RunAI does not guarantee that a recommended product will be safe, effective, available, accurately described, or suitable for a particular animal.

You are responsible for reviewing labels, ingredients, warnings, recalls, age and weight restrictions, manufacturer instructions, sizing, dosage information, return terms, and other applicable information before purchasing or using a product.

You should consult a licensed veterinarian before using a product where an animal has an allergy, medical condition, dietary restriction, takes medication, or requires a therapeutic or prescription diet.

5.2.8 Commercial Relationships

Some product recommendations, links, rankings, or placements may be influenced by commercial relationships. RunAI may receive affiliate commissions, referral fees, advertising payments, sponsorship payments, or other compensation when you view, click, purchase, or engage with certain products or services.

RunAI will disclose sponsored, promoted, affiliate, or otherwise compensated recommendations where the commercial relationship may materially affect how a reasonable user evaluates the recommendation or where otherwise required by law. Such disclosures may appear in or near the applicable recommendation, link, ranking, or placement. Compensation does not guarantee that a product is suitable for you or your animal.

5.2.9 User Responsibility for Pet Information

You are responsible for providing accurate, complete, and current information concerning an animal, including its species, breed, age, weight, allergies, medications, medical history, diet, and other relevant circumstances.

CPO outputs may be unreliable where information is inaccurate, incomplete, outdated, or unavailable. You must independently verify generated pet profiles, summaries, extracted records, and other AI Output before relying on them or providing them to a veterinarian or other third party.

5.2.10 No Official Veterinary Record

Pet profiles, health summaries, logs, timelines, alerts, and other records generated through CPO are not official veterinary medical records unless separately reviewed and adopted by a licensed veterinarian.

You are responsible for maintaining copies of any veterinary records, prescriptions, vaccination records, invoices, or other documents required for medical, travel, insurance, licensing, boarding, or legal purposes.

5.3 Solo Company and AI Employee Features

5.3.1 Nature of Solo Company

Certain Services, including Solo Company, may allow users to select, configure, direct, and collaborate with AI agents described as “AI employees,” “AI staff,” an “AI team,” or similar terms.

These descriptions identify product features and functional roles only. AI employees are software-based AI agents and are not natural persons, employees, independent contractors, officers, directors, partners, agents, fiduciaries, licensed professionals, or legal representatives of you or RunAI.

5.3.2 No Employment, Agency, or Authority to Bind

Use of an AI employee does not create an employment, worker, contractor, partnership, joint-venture, fiduciary, or agency relationship between the AI employee and you, RunAI, or any third party.

An AI employee has no independent legal personality and no inherent authority to enter into contracts, make legally binding commitments, incur liabilities, make representations, approve transactions, hire or terminate personnel, or otherwise bind you or any organization.

You are responsible for determining and controlling the authority granted through your accounts, credentials, integrations, settings, and instructions. Any action taken using authority or credentials you provide will be treated as an action authorized by you to the extent permitted by applicable law.

5.3.3 User Remains Responsible for Management and Decisions

Solo Company is intended to assist users with work and business activities, but does not replace the user as the owner, operator, manager, decision-maker, or responsible party.

You remain solely responsible for:

• defining objectives, requirements, policies, budgets, and limitations;
• reviewing and approving material decisions and deliverables;
• supervising AI agents and correcting inaccurate or inappropriate behavior;
• determining whether professional advice or human expertise is necessary;
• ensuring that activities undertaken through Solo Company comply with applicable law, contracts, industry requirements, and third-party rights; and
• all business, technical, financial, operational, employment, regulatory, and commercial decisions made in reliance on the Services.

5.3.4 Autonomous and Semi-Autonomous Execution

Solo Company may permit AI employees to perform tasks autonomously or semi-autonomously within the permissions, instructions, tools, integrations, and approval settings you provide.

Autonomous execution may produce unexpected, incomplete, delayed, duplicated, inconsistent, or harmful results. You must configure appropriate approval requirements and human review before permitting any AI employee to:

• send external communications;
• publish or distribute content;
• purchase products or services or incur charges;
• enter or purport to enter an agreement;
• access or modify confidential or personal data;
• modify access permissions or security settings;
• execute code or system commands;
• merge source-code changes;
• deploy software or infrastructure;
• modify or delete production data; or
• take another action reasonably capable of causing material legal, financial, security, operational, or reputational consequences.

5.3.5 AI Super Programmer

Solo Company may include AI Super Programmer and related software-development features that assist with requirements analysis, product planning, architecture, coding, testing, validation, deployment, DevOps, maintenance, and iteration.

Software and technical materials produced through the Services may be incomplete, defective, insecure, vulnerable, incompatible, non-functional, or unsuitable for their intended environment or purpose. They may also introduce service interruptions, data loss, security incidents, unexpected costs, or conflicts with third-party rights or license obligations.

You must independently review, test, scan, validate, and approve all software and technical AI Output before execution, distribution, deployment, or use in a production or externally accessible environment. Appropriate review may include source-code review, dependency review, security testing, vulnerability scanning, license review, functional testing, load testing, privacy review, and professional technical review.

5.3.6 Repositories, Development Environments, and Credentials

You may connect Solo Company to source-code repositories, development environments, issue trackers, cloud services, databases, package registries, CI/CD systems, deployment platforms, or other technical services.

You represent and warrant that you are authorized to provide such access and to permit the Services to view, process, modify, transmit, execute, or store information within the scope of the permissions you grant.

You are responsible for:

• granting only the minimum permissions reasonably necessary;
• separating development, testing, staging, and production environments where appropriate;
• protecting credentials, tokens, certificates, secrets, and signing keys;
• rotating or revoking access when no longer needed;
• maintaining independent backups and version history; and
• reviewing repository, system, and deployment activity.

5.3.7 Third-Party and Open-Source Materials

AI Output may include, depend upon, recommend, or interact with third-party software, libraries, packages, APIs, datasets, documentation, code, or other materials. Such materials may be subject to separate terms, licenses, attribution requirements, source-disclosure requirements, usage restrictions, fees, security risks, or other obligations.

You are responsible for identifying and complying with all applicable third-party and open-source terms and for determining whether any third-party material is suitable for your intended use. RunAI does not guarantee that generated code or recommended dependencies are free from third-party claims, license obligations, vulnerabilities, deprecation, malicious content, or incompatibility.

5.3.8 Continuous Memory and Project Knowledge

Solo Company may retain and use workspace history, project context, prior instructions, preferences, documents, communications, and other information to provide continuity across interactions.

Accumulated memory and project knowledge may be inaccurate, incomplete, outdated, or inconsistent with current requirements. You are responsible for reviewing and correcting material stored context and for ensuring that information should continue to be retained and used.

Memory features do not replace your own records, backups, version-control systems, project documentation, or knowledge-management procedures.

5.3.9 No Guaranteed Deliverable or Business Result

RunAI does not guarantee that an AI employee will complete any task, meet any deadline, satisfy any specification, produce commercially usable work, operate continuously, achieve the performance associated with a human professional, or produce any particular technical, financial, operational, or business result.

References to an “employee,” “team,” “company,” “programmer,” “architect,” “product manager,” “QA engineer,” “DevOps engineer,” or another professional role describe the intended functionality of the applicable AI feature and do not represent that the feature possesses human judgment, professional accreditation, experience, or qualifications equivalent to a person holding that role.

5.3.10 Marketplace and Role Descriptions

The AI Employee Marketplace may allow users to access AI agents with different role descriptions, functionality, tools, usage limits, pricing, and availability. Role descriptions are general product descriptions and do not guarantee that an AI employee is suitable for a particular task or industry.

Additional product-specific terms, usage limits, technical requirements, pricing terms, or third-party terms may apply to particular AI employees, tools, integrations, or marketplace offerings.

6. Your Content; License to RunAI

You retain ownership of Your Content, subject to the rights you grant in these Terms.

You grant RunAI and its affiliates, contractors, subprocessors, hosting providers, model providers, and service providers a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, cache, reproduce, transmit, display, format, modify, create derivative processing from, and otherwise use Your Content as reasonably necessary to:

• provide, operate, maintain, support, and improve the Services;
• generate AI Output and perform your requested workflows and automations;
• authenticate users, prevent fraud, detect abuse, and maintain security;
• troubleshoot, debug, monitor, test, and improve performance and reliability;
• comply with law, regulation, legal process, or governmental request; and
• enforce these Terms and protect the rights, property, and safety of RunAI, its users, and third parties.

You represent and warrant that:

• you own or control all rights necessary to provide Your Content and grant the foregoing rights;
• you have all required notices, consents, permissions, and legal bases to submit or connect Your Content to the Services;
• Your Content and your use of the Services do not violate these Terms, applicable law, or third-party rights; and
• you will not provide content or data that you are not legally authorized to provide.

You must not record, upload, or submit audio, video, images, documents, or other content containing information about another person unless you have all rights, permissions, notices, and consents required by applicable law. You understand that recordings intended to capture an animal may also capture human voices, images, conversations, locations, or other information about individuals in the surrounding environment.

If Your Content includes source code, repositories, software, documentation, datasets, customer materials, trade secrets, or other proprietary information belonging to an employer, client, customer, licensor, or other third party, you represent and warrant that you have authority to provide that material to RunAI and to permit the processing contemplated by these Terms.

You must not provide repository access, source code, credentials, confidential information, or other materials where doing so would violate an employment obligation, client agreement, nondisclosure agreement, software license, security policy, or other legal or contractual restriction.

7. Data Use; Service Improvement; AI Training

Unless otherwise expressly stated in a separate written agreement signed by RunAI:

• we may use Usage Data, operational metadata, telemetry, logs, diagnostics, safety signals, evaluation results, and de-identified or aggregated information to operate, secure, improve, and support the Services;
• we may use prompts, instructions, AI Output, and workflow results internally to troubleshoot, evaluate, test, and improve quality, reliability, and safety, provided that we do not intentionally identify you publicly as the source;
• we may use de-identified and aggregated information for analytics, benchmarking, security, abuse prevention, product improvement, and business operations;
• we may send Your Content and AI Output to third-party model providers, infrastructure providers, hosting providers, and subprocessors as needed to provide the Services, subject to contractual, technical, and organizational safeguards designed to protect the information and restrict its processing to authorized purposes; and
• we will not use your Confidential Information or personal data you submit on behalf of your customers to train a public-facing foundation model in a manner intended to identify you, except as disclosed in our Privacy Policy or with your consent where required by law.

Unless otherwise disclosed in the Privacy Policy, authorized through an applicable account setting or consent, or agreed in writing, RunAI will not use private source-code repositories, production credentials, customer secrets, or identifiable proprietary code submitted through Solo Company to train a public-facing foundation model.

RunAI may use Usage Data, de-identified or aggregated information, evaluation results, safety signals, and user feedback to evaluate, secure, support, and improve Solo Company.

To the extent permitted by applicable law, RunAI may retain and use information that has been aggregated or de-identified so that it cannot reasonably be linked to you or another identifiable individual. RunAI will not attempt to re-identify such information except where reasonably necessary to test or validate its de-identification processes or as otherwise permitted by law. Properly aggregated or de-identified information is not Your Content for purposes of these Terms.

8. Restricted Data; Compliance

Unless expressly agreed by RunAI in writing, you must not use the Services to process, store, or submit:

• protected health information subject to HIPAA or similar laws;
• payment card data subject to PCI-DSS, except through approved payment providers and in approved workflows;
• passwords, private encryption keys, signing keys, authentication secrets, production credentials, or similar security information, except through an integration, credential vault, secret-management system, or other workflow expressly approved by RunAI for that purpose;
• children’s personal data subject to COPPA or similar laws;
• biometric identifiers or biometric information regulated by law;
• highly sensitive government, defense, or export-controlled information;
• information subject to ITAR, EAR restrictions beyond ordinary commercial software use, or similar export controls; or
• special categories of personal data or sensitive personal information, except where expressly authorized by RunAI in writing and processed lawfully with appropriate notices, consents, security measures, and other required safeguards.

You are solely responsible for determining whether the Services are appropriate for your intended use and regulatory environment.

9. Acceptable Use

You may not, and may not permit any third party to, use the Services to:

• violate any law, regulation, court order, or third-party right;
• infringe, misappropriate, or violate intellectual property, privacy, publicity, confidentiality, or other rights;
• create, transmit, or facilitate unlawful, deceptive, fraudulent, harmful, abusive, harassing, defamatory, infringing, or misleading content;
• generate or distribute spam, phishing, malware, malicious code, fake reviews, impersonation, scams, or deceptive commercial messaging;
• process personal data without appropriate notice, authority, or consent;
• make solely automated high-risk decisions affecting legal rights or similarly significant effects;
• reverse engineer, decompile, disassemble, scrape, crawl, benchmark, extract, copy, or attempt to discover source code, models, prompts, system architecture, or non-public aspects of the Services;
• bypass usage limits, rate limits, access controls, security measures, billing mechanisms, or payment obligations;
• interfere with, disrupt, overload, degrade, probe, or compromise the Services or related systems;
• use the Services to develop, train, improve, or offer a competing product or service using non-public aspects of the Services;
• present AI Output as a veterinary diagnosis, prescription, treatment plan, or professional veterinary opinion;
• diagnose, treat, prescribe for, or determine medication or supplement dosages for an animal without the involvement of a properly qualified veterinarian where required;
• delay or discourage necessary or emergency veterinary care based solely on AI Output;
• facilitate animal cruelty, neglect, abuse, poisoning, harmful experimentation, unlawful breeding, animal fighting, or any other activity that may harm an animal;
• create, alter, or misrepresent veterinary records, prescriptions, vaccination records, medical certificates, insurance documents, or other official records;
• impersonate a veterinarian, veterinary clinic, animal-health professional, retailer, or other person or organization;
• use an animal-vocalization interpretation as the sole basis for assessing aggression, safety, pain, distress, illness, or the risk of injury;
• use CPO in a veterinary, clinical, professional animal-health, insurance, or other regulated setting unless RunAI has expressly authorized that use in writing;
• use the Services to gain or attempt to gain unauthorized access to a device, account, network, repository, system, service, or data;
• create, modify, test, deploy, or distribute malware, ransomware, credential-stealing tools, destructive code, unauthorized surveillance tools, or code intended to compromise or evade the security of another person’s systems, except for legitimate and expressly authorized security testing;
• use the Services to circumvent software-license restrictions, access controls, digital-rights-management measures, authentication requirements, or usage limitations;
• submit, copy, modify, distribute, or deploy source code or other materials in violation of third-party ownership, confidentiality, employment, contractual, or license obligations;
• intentionally deploy unreviewed AI Output into a production system where doing so creates a material and unreasonable risk of harm to persons, property, data, systems, or third parties; or
• use the Services in or for any country, territory, person, or activity restricted by applicable export control, sanctions, or trade laws.

We may investigate suspected violations and may suspend, restrict, remove, preserve, or disclose relevant information where we reasonably believe necessary to protect the Services, comply with law, or prevent harm.

10. Orders, Digital Products, Fees, and Payment

You agree to pay all fees, subscriptions, usage-based charges, overages, implementation fees, consulting fees, taxes, and other amounts due for the Services in accordance with the applicable order, pricing page, checkout flow, or plan terms.

Digital products, templates, guides, prompts, playbooks, SOPs, downloadable materials, and similar items are delivered electronically. Unless otherwise stated at checkout or required by law, all sales of downloadable digital products are final once access, delivery, or download has been provided.

If you provide a payment method, you authorize us and our payment processors to charge all amounts due, including recurring subscription fees, usage overages, taxes, and applicable transaction costs.

You are responsible for:

• providing accurate billing information;
• keeping payment details current;
• all taxes, duties, levies, and governmental charges associated with your purchase or use of the Services, excluding taxes based on our net income; and
• any third-party fees, banking fees, chargeback fees, or foreign exchange costs related to your payments.

If payment is overdue, rejected, reversed, disputed, or subject to chargeback, we may suspend or terminate access, revoke licenses, disable features, or require prepayment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, plus reasonable collection costs and attorneys’ fees.

10.1 Virtual Credits and In-Service Items

Certain Services may allow you to purchase, receive, earn, or use credits, coins, points, or other virtual items (“Virtual Items”). Unless expressly stated otherwise by RunAI:

1. Virtual Items are licensed for use only within the applicable Services;
2. Virtual Items have no cash or monetary value;
3. Virtual Items are not legal tender, currency, cryptocurrency, stored value, or a financial account;
4. Virtual Items may not be sold, transferred, assigned, traded, or exchanged between users;
5. Virtual Items may not be redeemed or exchanged for cash, cryptocurrency, or other property; and
6. Virtual Items may be subject to product-specific usage rules, expiration rules, limits, or other terms disclosed when they are purchased or provided.

Nothing in this Section limits any refund, consumer, or other right that cannot lawfully be excluded or restricted.

10.2 EU Withdrawal Rights

If you are a consumer in the European Union or another jurisdiction providing a statutory withdrawal right, you may have the right to withdraw from certain purchases within the applicable statutory period.

Where you purchase digital content that is supplied immediately and is not provided on a tangible medium, we may request your prior express consent to begin supply during the withdrawal period and your acknowledgement that, once supply begins, you may lose your statutory withdrawal right to the extent permitted by applicable law.

Any consent or acknowledgement required for immediate supply will be requested through the applicable checkout or purchase process.

11. Subscriptions; Auto-Renewal; Trials

If you purchase a subscription, the subscription will automatically renew for successive renewal terms of the same length as the initial term unless you cancel before the renewal date.

By purchasing a subscription, you authorize recurring charges to your payment method until cancellation.

Unless otherwise stated at checkout, in an order form, or as required by law:

• subscription fees are billed in advance;
• cancellations take effect at the end of the then-current billing period;
• no partial-period refunds or credits are provided for unused time, downgrades, or cancellations;
• free trials may convert automatically into paid subscriptions unless cancelled before the trial ends; and
• promotional pricing may expire and convert to standard pricing at renewal.

We may change pricing, plan features, included usage, or subscription terms upon notice to you. Changes will take effect on the next renewal term unless otherwise stated.

You may cancel through the account settings or another cancellation method made available by RunAI. Where required by applicable law, we will provide an online cancellation method that is easy to use and at least as accessible as the method used to enter into the subscription.

12. Third-Party Services and Integrations

The Services may connect to, rely on, display information from, or direct users to third-party services, including AI model providers, cloud hosting providers, payment processors, analytics tools, email providers, advertising platforms, Shopify, CRM tools, messaging platforms, source-code repositories, development environments, issue trackers, package registries, databases, cloud platforms, CI/CD systems, deployment services, monitoring tools, retailers, veterinary providers, pet-care providers, product manufacturers, affiliate networks, mapping or location services, pricing-data providers, and other business or technical systems.

Your use of third-party services may be subject to their own terms, privacy policies, warranties, refund rules, safety instructions, and other requirements. RunAI is not responsible for third-party services, products, professional services, content, prices, availability, fulfillment, warranties, returns, recalls, outages, errors, data handling practices, or changes to third-party APIs.

Any transaction, appointment, purchase, or other arrangement between you and a third party is solely between you and that third party unless RunAI expressly states otherwise in writing.

Where RunAI expressly acts as the seller, merchant of record, or contracting party for a particular transaction, the terms presented for that transaction will apply.

You are solely responsible for maintaining the security and legality of all API keys, tokens, credentials, permissions, and connected accounts you provide.

RunAI is not responsible for changes, deletions, deployments, charges, outages, access restrictions, data loss, security incidents, license obligations, or other consequences arising from a third-party development platform, repository, package, dependency, cloud service, or integration.

13. Confidentiality

A receiving party shall use reasonable care to protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure and shall use such Confidential Information only as necessary to perform under these Terms or receive the Services.

Confidential Information does not include information that:

• is or becomes publicly available without breach of these Terms;
• was known to the receiving party without obligation of confidentiality before receipt;
• is lawfully received from a third party without breach of confidentiality obligations; or
• is independently developed without use of the disclosing party’s Confidential Information.

A receiving party may disclose Confidential Information if required by law, regulation, court order, or governmental request, provided it gives notice where legally permitted and reasonably practicable.

Notwithstanding the foregoing, RunAI may use Confidential Information as necessary to provide, secure, support, and enforce the Services in accordance with these Terms and the Privacy Policy.

14. Intellectual Property; Ownership of the Services

The Services, including all software, code, models, prompts, workflows, agent designs, templates, evaluation systems, documentation, interfaces, designs, branding, trademarks, know-how, and related technology, are and remain owned by RunAI and its licensors.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by license, implication, estoppel, or otherwise.

Subject to your compliance with these Terms, RunAI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription term or permitted access period for your internal business purposes or other permitted purposes expressly authorized by RunAI.

You may not copy, distribute, sell, sublicense, lease, frame, mirror, modify, create derivative works of, decompile, reverse engineer, or otherwise exploit the Services except as expressly authorized in writing by RunAI.

14.1 Intellectual Property Complaints

If you believe any content available through the Services infringes your intellectual property or other rights, you may submit a notice to legal@runceo.net, and RunAI reserves the right, in its sole discretion, to investigate the claim and remove, disable access to, or take other action regarding the allegedly offending material.

15. AI Output Rights

As between you and RunAI, and subject to applicable law and third-party rights, RunAI assigns to you any rights RunAI may have in AI Output generated for you through the Services.

However:

• RunAI and its licensors retain all rights in the Services and underlying technology;
• this assignment does not apply to underlying models, system prompts, templates, workflows, software, or other components of the Services;
• similar or identical output may be generated for other users;
• RunAI makes no representation or warranty that any AI Output is unique, accurate, non-infringing, merchantable, fit for a particular purpose, or protectable under intellectual property law;
• you are solely responsible for reviewing whether your use of AI Output infringes or violates any third-party rights or legal requirements;
• AI Output consisting of source code, software, documentation, designs, or other technical materials may incorporate, resemble, depend upon, or be subject to third-party materials or open-source licenses, and the assignment in this Section does not override any third-party rights, license conditions, attribution requirements, or other applicable restrictions; and
• AI Output relating to an animal’s health, behavior, condition, treatment, vaccination status, or veterinary history does not become an official veterinary record, medical certificate, prescription, or professional opinion merely because it is generated, downloaded, printed, shared, or assigned to you under this Section.

16. Feedback

If you provide any feedback, ideas, comments, suggestions, enhancement requests, bug reports, evaluation results, or similar materials, you grant RunAI a perpetual, irrevocable, worldwide, non-exclusive, sublicensable, transferable, royalty-free right and license to use, reproduce, modify, commercialize, disclose, and otherwise exploit such feedback for any purpose without restriction, attribution, or compensation.

17. Privacy and Data Protection

Our collection, use, disclosure, and processing of personal data are described in our Privacy Policy.

If you provide or make available personal data to RunAI, including data relating to your customers, employees, contractors, prospects, or end users, you represent and warrant that you have provided all notices and obtained all rights, consents, and legal bases necessary for such processing.

Where applicable, you instruct RunAI to process personal data on your behalf to provide the Services. If RunAI offers a data processing agreement or similar addendum, that agreement will govern to the extent applicable and in the event of conflict will control over these Terms with respect to its subject matter.

17.1 International Transfers

You acknowledge that personal data may be processed in countries outside the European Economic Area. Where required by applicable law, RunAI will implement appropriate safeguards for such transfers, including the European Commission’s Standard Contractual Clauses or other lawful transfer mechanisms.

17.2 EU Data Processing

Where RunAI processes personal data on your behalf as a processor under the GDPR, the parties will comply with the applicable data processing agreement or other legally required processor terms. RunAI may engage subprocessors subject to applicable law and appropriate contractual safeguards.

18. Security

RunAI uses commercially reasonable technical, organizational, and administrative safeguards designed to protect the Services and data processed through them. However, no method of transmission, processing, or storage is completely secure, and we do not guarantee that the Services or any data will be secure or free from loss, corruption, interception, intrusion, or unauthorized access.

You are responsible for maintaining appropriate backups, approval controls, access restrictions, operational safeguards, and internal security practices.

Where you use the services provided by RunAI with source-code repositories, development tools, cloud environments, databases, or production systems, you are also responsible for using least-privilege access, appropriate secret-management controls, environment separation, code review, security testing, activity monitoring, backups, and recovery procedures.

19. Beta, Preview, and Experimental Features

Features designated as beta, preview, experimental, early access, or similar are offered “as is” and may be incomplete, unreliable, contain errors, or be discontinued at any time. We may add or remove beta features at our discretion and without liability. Beta features may be subject to additional terms.

20. Availability; Service Changes

We do not guarantee that the Services will be uninterrupted, error-free, secure, or available at all times. Downtime, outages, delays, security incidents, maintenance, capacity limitations, third-party failures, internet disruptions, or force majeure events may affect the Services.

We are not liable for any delay, interruption, loss, or damage arising from service changes, feature removal, outages, model changes, API changes, provider changes, or discontinuation of any part of the Services.

21. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

RUNAI DOES NOT WARRANT THAT CPO OR ANY COMPANION-ANIMAL FEATURE WILL ACCURATELY INTERPRET AN ANIMAL’S VOCALIZATIONS, BEHAVIOR, EMOTIONS, HEALTH, SYMPTOMS, CONDITION, NEEDS, OR INTENTIONS; IDENTIFY AN EMERGENCY OR HEALTH CONCERN; RECOMMEND A SAFE OR SUITABLE PRODUCT; PROVIDE AN ACCURATE COST ESTIMATE; OR PRODUCE INFORMATION CONSISTENT WITH THE OPINION OF A VETERINARIAN OR OTHER PROFESSIONAL.

RUNAI DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, SAFETY, SUITABILITY, AVAILABILITY, AND UNINTERRUPTED OPERATION.

NOTHING IN THESE TERMS EXCLUDES, RESTRICTS, OR MODIFIES ANY CONSUMER GUARANTEE, WARRANTY, RIGHT, OR REMEDY THAT CANNOT LAWFULLY BE EXCLUDED, RESTRICTED, OR MODIFIED.

RUNAI DOES NOT WARRANT THAT SOLO COMPANY, ANY AI EMPLOYEE, OR ANY SOFTWARE-DEVELOPMENT FEATURE WILL COMPLETE A TASK, SATISFY A REQUIREMENT, MEET A DEADLINE, OPERATE CONTINUOUSLY, PRODUCE FUNCTIONAL OR SECURE SOFTWARE, IDENTIFY ALL DEFECTS OR VULNERABILITIES, COMPLY WITH THIRD-PARTY LICENSES, OR PERFORM AT A LEVEL EQUIVALENT TO A HUMAN EMPLOYEE OR QUALIFIED PROFESSIONAL.

RUNAI DOES NOT WARRANT THAT ANY CODE, SCRIPT, COMMAND, CONFIGURATION, ARCHITECTURE, DEPENDENCY, TEST, DEPLOYMENT, OR OTHER TECHNICAL AI OUTPUT WILL BE ACCURATE, SECURE, ERROR-FREE, NON-INFRINGING, COMPATIBLE, FREE OF MALICIOUS OR UNINTENDED BEHAVIOR, OR SUITABLE FOR PRODUCTION USE.

RUNAI DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ANY AI OUTPUT OR AUTOMATED ACTION WILL BE CORRECT, LAWFUL, SAFE, USEFUL, OR SUITABLE FOR YOUR BUSINESS OR COMPLY WITH YOUR INTERNAL REQUIREMENTS OR ANY LEGAL OBLIGATION.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RUNAI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION.

WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, RUNAI WILL NOT BE LIABLE FOR LOSSES ARISING FROM OR RELATING TO:

1. RELIANCE ON AN ANIMAL-VOCALIZATION OR BEHAVIORAL INTERPRETATION;
2. A FAILURE TO IDENTIFY, ESCALATE, OR CORRECTLY CHARACTERIZE AN ANIMAL-HEALTH CONCERN OR EMERGENCY;
3. DELAYED, DECLINED, OR DISCONTINUED VETERINARY CARE;
4. THE PURCHASE, USE, MISUSE, SUITABILITY, SAFETY, AVAILABILITY, RECALL, OR PERFORMANCE OF A THIRD-PARTY PRODUCT OR SERVICE;
5. DIFFERENCES BETWEEN AN ESTIMATED AND ACTUAL VETERINARY, PET-CARE, OR PRODUCT COST;
6. INACCURATE, INCOMPLETE, OR OUTDATED PET-PROFILE INFORMATION;
7. ACTIONS TAKEN OR NOT TAKEN IN RELIANCE ON CPO OR OTHER AI OUTPUT.
8. DEFECTIVE, INSECURE, INCOMPATIBLE, INFRINGING, OR NON-FUNCTIONAL CODE OR OTHER TECHNICAL AI OUTPUT;
9. SOFTWARE ERRORS, VULNERABILITIES, SECURITY INCIDENTS, DATA LOSS, SERVICE INTERRUPTIONS, FAILED TESTS, FAILED DEPLOYMENTS, OR UNEXPECTED CLOUD OR THIRD-PARTY CHARGES;
10. ACTIONS TAKEN BY AN AI EMPLOYEE THROUGH A REPOSITORY, DEVELOPMENT ENVIRONMENT, CLOUD ACCOUNT, DATABASE, CI/CD SYSTEM, COMMUNICATION PLATFORM, OR OTHER CONNECTED SERVICE;
11. UNAUTHORIZED OR UNINTENDED COMMUNICATIONS, PUBLICATIONS, TRANSACTIONS, REPOSITORY CHANGES, ACCESS CHANGES, DEPLOYMENTS, OR DATA MODIFICATIONS OR DELETIONS;
12. THIRD-PARTY SOFTWARE, PACKAGES, DEPENDENCIES, APIS, LICENSES, SERVICES, OR OPEN-SOURCE MATERIALS; OR
13. BUSINESS, TECHNICAL, PRODUCT, OPERATIONAL, OR COMMERCIAL DECISIONS MADE IN RELIANCE ON SOLO COMPANY OR AN AI EMPLOYEE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF RUNAI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

1. THE AMOUNT PAID BY YOU TO RUNAI FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
2. USD $100.

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO THE EXTENT THEY ARE PROHIBITED BY APPLICABLE LAW. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

23. Indemnification

You agree to defend, indemnify, and hold harmless RunAI and its affiliates, officers, directors, employees, contractors, agents, suppliers, licensors, and service providers from and against any and all claims, demands, actions, proceedings, damages, judgments, liabilities, losses, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your access to or use of the Services;
• Your Content;
• your products, services, operations, customers, users, or business practices;
• your configurations, prompts, workflows, automations, AI agents, or deployment choices;
• your violation of these Terms;
• your violation of law or third-party rights;
• your use, publication, sharing, deployment, or representation of AI Output, including any representation that AI Output constitutes a veterinary diagnosis, treatment recommendation, professional opinion, or official record;
• your recording or submission of audio, video, images, documents, or other materials without required rights, notices, permissions, or consents;
• your purchase, sale, recommendation, administration, or use of any third-party product, medication, supplement, food, or service based on AI Output;
• your development, testing, execution, distribution, publication, licensing, sale, or deployment of source code, software, technical materials, or other AI Output;
• your failure to comply with an applicable software, open-source, dataset, API, repository, or third-party license;
• any security incident, unauthorized access, system damage, data loss, or third-party claim arising from credentials, permissions, software, infrastructure, or deployment environments controlled by you;
• any representation that an AI employee is a human employee, licensed professional, authorized legal representative, or person having authority beyond that actually granted through the Services; and
• your connected third-party services or integrations.

RunAI may assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with that defense at your expense.

24. Suspension; Restrictions; Termination

You may stop using the Services at any time. If you have an account, you may request cancellation or deletion through the account settings or designated support channel.

We may suspend, restrict, disable, rate-limit, remove content from, or terminate your access to the Services immediately, with or without notice, if we determine, in our sole discretion, that:

• you breached these Terms;
• your use creates legal, regulatory, reputational, security, operational, or other risk;
• payment is overdue or disputed;
• fraud, abuse, misuse, or unauthorized access is suspected;
• action is required to protect the Services, other users, or third parties; or
• we are required or advised to do so by law, legal process, or a governmental authority.

Upon termination, all rights granted to you under these Terms immediately cease. We may delete or disable access to Your Content in accordance with our retention practices, legal obligations, and internal policies. We are not obligated to retain Your Content following termination unless required by law or a separate written agreement.

Sections that by their nature should survive termination will survive, including sections relating to payment, IP, confidentiality, disclaimers, liability limitations, indemnification, dispute resolution, and general provisions.

25. Changes to the Terms

We may modify these Terms from time to time. If we make material changes, we may provide notice by posting the updated Terms, through the Services, by email, or by other reasonable means. The updated Terms will be effective as of the stated effective date.

By continuing to access or use the Services after the effective date of updated Terms, you agree to the updated Terms. If you do not agree, you must stop using the Services.

No material change to Section 27 will apply to a dispute for which RunAI received written notice before the effective date of the change, unless the parties expressly agree otherwise.

26. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of California and the Federal Arbitration Act, without regard to conflict of laws principles, except to the extent such principles would require application of another jurisdiction’s law and cannot be waived.

26.1 EU Consumer Rights

If you are a consumer located in the European Union, nothing in these Terms limits any mandatory consumer rights available to you under the laws of your country of residence.

27. Informal Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this section carefully. It affects your rights.

27.1 Informal Dispute Resolution

Before filing any claim, you and RunAI agree to try to resolve the dispute informally. A party initiating a dispute must send written notice describing the nature of the dispute, the facts supporting the claim, and the relief sought.

Notice to RunAI must be sent to: legal@runceo.net and RUN CEO INC, 8 The Green #25569, Dover, DE 19901.

The parties agree to attempt in good faith to resolve the dispute for at least 30 days after receipt of the notice before commencing arbitration or court proceedings, except for claims seeking emergency injunctive relief.

27.2 Agreement to Arbitrate

Except for claims that qualify for small claims court and claims seeking injunctive or equitable relief for misuse of intellectual property, confidentiality breaches, unauthorized access, scraping, fraud, or abuse of the Services, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively by final and binding arbitration on an individual basis.

If a dispute qualifies as a consumer arbitration, it will be administered by JAMS under the applicable JAMS arbitration rules and the JAMS Consumer Minimum Standards in effect when the arbitration is commenced. If there is a conflict, the Consumer Minimum Standards will control.

For disputes that do not qualify as consumer arbitrations, the arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures or Comprehensive Arbitration Rules and Procedures, as applicable. Judgment on the award may be entered in any court of competent jurisdiction.

27.3 Arbitration Location and Procedure

Unless otherwise required by applicable law or JAMS’ Consumer Minimum Standards, arbitration will take place remotely, at a location reasonably convenient to the consumer, or at another location agreed by the parties. For non-consumer disputes, the legal seat of arbitration will be Santa Clara County, California unless the parties agree otherwise.

Except where applicable law requires a court to decide the issue, the arbitrator will have exclusive authority to resolve disputes concerning the interpretation, applicability, enforceability, formation, scope, or validity of this arbitration agreement, including any claim that all or part of the arbitration agreement is void or voidable.

27.4 Arbitration Fees

Payment of filing, administration, case-management, and arbitrator fees will be governed by the applicable JAMS rules and Consumer Minimum Standards. Where a dispute qualifies as a consumer arbitration, RunAI will pay the fees required to be paid by the business under those standards, and the consumer will not be required to pay more than the consumer filing fee permitted by JAMS unless applicable law or the arbitrator permits otherwise.

27.5 Class Action and Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND RUNAI AGREE THAT:

• EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING; AND
• EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

27.6 Injunctive Relief Carve-Out

Nothing in these Terms prevents RunAI from seeking temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction for actual or threatened misuse of the Services, infringement or misappropriation of intellectual property, unauthorized access, breach of confidentiality, fraud, abuse, or violation of Sections 9, 12, 13, or 14.

27.7 Court Proceedings

Except where applicable law permits or requires otherwise, any court proceeding not subject to arbitration must be brought exclusively in the state or federal courts located in Santa Clara County, California, and each party consents to personal jurisdiction and venue in those courts.

28. Export Controls and Sanctions

You represent and warrant that you are not located in, organized under the laws of, ordinarily resident in, or owned or controlled by any person located in a country or territory subject to comprehensive U.S. embargoes or sanctions, and that you are not on any U.S. government restricted-party list.

You may not access or use the Services in violation of applicable export control, sanctions, or trade laws.

29. Force Majeure

RunAI will not be liable for any delay, failure, or interruption caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, utility failures, internet or telecommunications failures, cloud or hosting outages, cyberattacks, model provider failures, governmental actions, embargoes, sanctions, or supply chain disruptions.

30. Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations under them without our prior written consent. Any attempted assignment in violation of this Section is void.

RunAI may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, financing, corporate reorganization, or sale of assets.

31. Notices

We may provide notices to you by email, posting through the Services, account notification, or other reasonable means. Notices from you to RunAI must be sent to legal@runceo.net and, if required, to the mailing address listed below.

Electronic notices are deemed given when sent or posted.

32. No Third-Party Beneficiaries

These Terms are for the benefit of you and RunAI only and do not create any third-party beneficiary rights except as expressly stated otherwise.

33. Entire Agreement; Order of Precedence; Severability; Waiver

These Terms, together with any applicable order form, pricing terms, service-specific terms, data processing agreement, and Privacy Policy, constitute the entire agreement between you and RunAI with respect to the Services and supersede all prior or contemporaneous understandings relating to the subject matter.

If there is a conflict, the order of precedence is:

1. signed order form or enterprise agreement;
2. data processing agreement, if applicable;
3. service-specific or product-specific terms;
4. these Terms;
5. Privacy Policy.

If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

No waiver of any provision will be effective unless in writing, and no waiver of any breach is a waiver of any later breach.

34. Contact Information

For questions about these Terms, contact:

RUN CEO INC 8 The Green #25569 Dover, DE 19901

Email: legal@runceo.net