This Addendum governs your use of RUNWORD by RUNWORD.
This RUNWORD Addendum (“Addendum") to our Terms of Service (made available at https://runword.ai/terms) or any other agreements you have entered into with RUNWORD. (“RUNWORD,” “we,” or “us”) governing the provision of RUNWORD's AI-powered code generation and deployment services to you (collectively, the “Terms”) is effective as of the date you first accept this Addendum (“Addendum Effective Date”) and applies to your use of RUNWORD's AI Solution as described in this Addendum (defined below). By clicking to agree to this Addendum, by providing or uploading any Input, or through any use of the AI Solution as described in this Addendum, you agree to be bound by the terms and conditions of this Addendum. Except as set forth below, all other terms and conditions of the Terms are hereby incorporated by reference and shall remain in full force and effect. If any terms of this Addendum conflict with, or are in addition to, the terms of the Terms, the conflicting or additional terms in this Addendum shall control with respect to the AI Solution, any Input, and any Output. This Addendum supersedes all other understandings or agreements between you and RUNWORD regarding the AI Solution.
IF YOU ARE ENTERING INTO THIS ADDENDUM ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS ADDENDUM, IN WHICH CASE “YOU” (WHETHER OR NOT CAPITALIZED) MEANS THE ENTITY YOU REPRESENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS ADDENDUM, YOU SHOULD NOT ACCEPT THIS ADDENDUM AND MAY NOT USE THE AI SOLUTION.
Subject to the terms and conditions contained herein, RUNWORD hereby grants you and your Authorized Users a non-exclusive, non-transferable, limited license (without the right to sublicense), solely for the Term, to (a) access and use the AI Solution up to the capacity of your Subscription Plan; and (b) use any associated Documentation in connection with authorized uses of the AI Solution, in all cases of (a)-(b), solely for your personal or internal business use purposes.
Your access to and use of the AI Solution and User Content must comply with RUNWORD's AI Policy and the terms of any applicable third-party AI providers listed therein, each of which are incorporated by reference.
You must be at least 13 years old (or the minimum age required in your country to consent, that age) to use the AI Solution. If you are under 18, you must have your parent or legal guardian’s permission to use the AI Solution.
By agreeing to this Addendum, you agree that your use of the AI Solution will be associated with your RUNWORD account. You must maintain a valid and active RUNWORD account in good standing during the Term. Your use of the AI Solution remains subject to the Terms, including, for clarity and without limitation, the acceptable use provisions therein. You are responsible for: (a) the compliance of each of your Authorized Users with this Addendum and the Terms, (b) any Input that you provide or submit to the AI Solution, (c) any activities that occur under your account, and (d) use of the Outputs.
The AI Solution may generate Output for you to deploy, copy, share, publish, or download for your use. You understand and agree that Outputs (a) may not be bug-free, complete, or suitable for your purposes; (b) do not necessarily represent RUNWORD's or its third-party AI providers’ views; and (c) should not be relied upon for or as a substitute for professional advice. You agree to evaluate Output for correctness and appropriateness for your use case, including human review as legally required and/or as appropriate, before using or sharing Output from the AI Solution and acknowledge that factual assertions in Output should not be relied upon without independently checking their accuracy.
In addition to any usage restrictions in the Terms, you shall not, and shall not permit any third party to:
You shall only use the AI Solution and the User Content in compliance with all applicable laws and regulations, including, without limitation, any laws and regulations concerning the use or development of artificial intelligence (“AI”), generative AI, Input, or AI-generated content and Output.
Content Responsibility: You are solely responsible for the content of the websites or applications that you deploy using the Output provided by the AI Solution. RUNWORD does not assume responsibility for reviewing or monitoring any content you deploy or make available through the AI Solution. You agree to comply with all applicable laws and regulations in your use of the AI Solution and the content you deploy, including but not limited to laws related to intellectual property, privacy, and data protection. You acknowledge that any content you create, deploy, or make available through the AI Solution is your sole responsibility, and RUNWORD disclaims any and all liability in connection with such content.
In addition to any security obligations in the Terms, you will promptly notify RUNWORD if (a) you believe or know that the account you use to access the AI Solution has been compromised, or (b) if you are subject to an insecurity, malware, or malicious activity that may negatively impact the AI Solution. You shall ensure that only Authorized Users are granted access to the AI Solution, and that all Authorized Users comply with this Addendum and the Terms. You are responsible for the security of the environment in which you use the AI Solution, including its transmission and protection of Input and Output in your own environment.
RUNWORD does not offer any professional services for the AI Solution.
The AI Solution and the Output may be incomplete and may contain errors or inaccuracies that could cause failures, corruption, and/or loss of data or information. You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the AI Solution and User Content is at your sole risk and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you. YOU AGREE THAT RUNWORD, ITS AI PROVIDERS, AND ITS LICENSORS PROVIDE THE AI SOLUTION AND OUTPUT ON AN “AS IS,” “AS AVAILABLE,” AND “WHERE-AS” BASIS. NEITHER RUNWORD NOR ITS AI PROVIDERS NOR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE AI SOLUTION, OUTPUT, THEIR PERFORMANCE, ACCURACY, SECURITY, APPROPRIATENESS FOR YOUR USE, OR THEIR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS (INCLUDING BUT NOT LIMITED TO COPYRIGHT, TRADEMARK, RIGHTS OF PRIVACY AND PUBLICITY, AND DEFAMATION), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND RUNWORD AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE OR TRADE USE, AND QUIET ENJOYMENT. FOR CLARITY, NO REPRESENTATIONS OR WARRANTIES IN THE TERMS APPLY TO THE AI SOLUTION, INPUT, OR OUTPUT. REFERENCES TO A THIRD PARTY IN THE OUTPUT MAY NOT MEAN THEY ENDORSE OR ARE OTHERWISE WORKING WITH RUNWORD. Notwithstanding any support or SLA provisions in the Terms, any warranty, support terms, or SLA regarding the Services in the Terms shall not apply to the AI Solution or the Output.
RUNWORD Rights. All rights, title, and interest in and to the AI Solution and any improved, updated, modified, or additional parts thereof, shall at all times remain the property of RUNWORD or its licensors. Nothing herein shall give or be deemed to give you any right, title, or interest in or to the same except as expressly provided in this Addendum. RUNWORD reserves all rights not expressly granted herein.
Your Rights. As between you and RUNWORD, and to the extent permitted by applicable law, you own your User Content, and RUNWORD hereby assigns to you any of RUNWORD's rights, if any, in the Output. You grant RUNWORD a license to use User Content as necessary to provide the AI Solution, publish and display User Content within the AI Solution, to provide support for and improve the AI Solution, enforce RUNWORD's policies, prevent fraud, comply with applicable law, and maintain the safety and security of the AI Solution. Due to the nature of the AI Solution, the Output may not be unique, and the AI Solution may provide the same or similar Output to other users. Our assignment above does not extend to other users’ Output or third parties’ rights. You will need to make your own determination regarding the intellectual property rights you have in Output and its commercial usability, taking into account, among other things, your usage scenario(s) and the laws of the relevant jurisdiction. User Content that you post publicly through the AI Solution, including Output, issues, comments, code, or contributions to other users’ content, may be viewed and copied by others.
Input Rights. You are responsible for your Input, including ensuring that it does not violate any applicable law or this Addendum. You warrant and represent that you own, control, or have otherwise lawfully obtained all of the rights, permissions, or consents, including, if applicable, under an appropriate privacy policy, to grant all licenses to Input required for RUNWORD and its third-party AI providers to provide the AI Solution to you, including, without limitation, features that enable Inputs to be shared with a third party when you share a query with such third party.
Indemnity. In addition to your indemnification obligations in the Terms, you will defend, indemnify, and hold harmless RUNWORD, its affiliates, and third-party licensors from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your breach or alleged breach of this Addendum, your use of and access to the AI Solution, including, without limitation, your use of the Output (including any related products or services that you may develop, offer, or otherwise make available using or otherwise in connection with the AI Solution), any violation of applicable law or any third-party right, and any actual or alleged fraud, intentional misconduct, gross negligence, or criminal acts committed by you or your employees or agents. For clarity, RUNWORD does not provide any indemnity to you for User Content nor the AI Solution, notwithstanding anything in the Terms.
Limitation of Liability. NOTWITHSTANDING ANY OF THE TERMS, EXCEPT FOR YOUR BREACH OF SECTIONS 2, 4, 5, 8, AND 10 OR YOUR BREACH OF ANY REPRESENTATIONS OR WARRANTIES OR YOUR INDEMNITY OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS LICENSORS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS ADDENDUM OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR (C) FOR ANY DIRECT OR AGGREGATE DAMAGES, COSTS, LOSSES, OR LIABILITIES IN ANY AMOUNTS EXCEEDING THE GREATER OF ONE HUNDRED DOLLARS AND THE FEES PAID BY YOU TO RUNWORD FOR THE AI SOLUTION UNDER THIS ADDENDUM IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER THIS AGREEMENT. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations and/or disclaimers may not apply to you. IN THESE JURISDICTIONS, RUNWORD'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Subscription Plans. You will pay all fees, charges, and taxes (“Fees”) associated with your access or use of the AI Solution in accordance with the subscription to the AI Solution that you select (“Subscription Plan”) listed on the AI Solution’s pricing page (available at: https://runword.ai/pricing). RUNWORD may modify the Fees, features, payment terms, and availability of a Subscription Plan in its sole discretion, provided that RUNWORD will give you an opportunity to review such changes by providing notice within the AI Solution or through other reasonable means prior to such changes taking effect. If you do not accept any such changes, RUNWORD may discontinue your access to the AI Solution.
Payment Terms. All payments for the AI Solution (including without limitation, Fees) are final, non-refundable, and non-transferable, unless expressly authorized by RUNWORD in writing, in RUNWORD's sole discretion. Unless otherwise expressly stated by RUNWORD, unused capacity does not roll over to subsequent subscription terms. You agree to provide RUNWORD with a current, valid payment method that you are authorized to use, and you hereby authorize RUNWORD to charge your provided payment method for the selected Subscription Plan when you first purchase or upgrade your Subscription Plan and on a recurring basis thereafter at the time intervals specified in the selected Subscription Plan. RUNWORD's Subscription Plans are billed in advance for the time period specified. You agree to promptly notify us of any changes to the provided payment method while your Subscription Plan remains in effect. We subscribe to our payment processors’ account update service. This means that even if your credit card expires or changes numbers, depending on the terms of your credit card agreement with your credit card provider, our payment processors may receive updated card information and will charge your credit card using the updated information.
Upgrades and Downgrades. You can choose to downgrade or upgrade your Subscription Plan at any time. Should you upgrade your Subscription Plan, the new Fees for such upgraded Subscription Plan will take immediate effect, and you will be charged in full for the upgraded Subscription Plan. Upon upgrading your Subscription Plan and completing payment, you will receive access to the features and functionality available for your selected Subscription Plan and may retain access to unused capacity associated with your previous Subscription Plan. If you choose to downgrade your Subscription Plan, the change to a lower Subscription Plan will take effect upon the expiration of your then-current Subscription Plan. You can continue to utilize the features and functionality available for your then-current Subscription Plan until it expires.
Term. Subject to earlier termination as provided below, this Addendum shall commence on the Effective Date, continue for one (1) month (the “Initial Term,” and together with any Renewal Terms, the “Term”) and automatically renew for successive one (1) month periods from the Effective Date (a “Renewal Term”) unless this Addendum is terminated in accordance with this Section 11.
Termination or Suspension. You may terminate this Addendum by providing notice on the subscription and billing page in the AI Solution. If you are unable to access the AI Solution, you may terminate this Addendum by emailing RUNWORD at contact@runword.ai. Such termination will take effect on the date that your Term would otherwise have been renewed. This Addendum will terminate immediately if you fail to comply with any provision of this Addendum (including, without limitation, RUNWORD's AI Policy). RUNWORD may also suspend or terminate your access to the AI Solution (which terminates this Addendum) for (a) nonpayment, (b) violation (or RUNWORD's reasonable belief thereof) of the Terms or this Addendum (including without limitation, RUNWORD's AI Policy), (c) suspicion of fraudulent or illegal activity, (d) to prevent a security risk or other credible risk of harm or liability to RUNWORD, the AI Solution, or any third party, or (e) if required by law. If RUNWORD exercises the foregoing right, you will not be entitled to any refund. RUNWORD may also suspend or terminate your access to the AI Solution with or without notice to you at any time for any other reason, provided that RUNWORD will refund to you, on a pro rata basis, the Fees pre-paid for the remaining portion of your Term after such termination.
Effect of Termination. Except for Section 2 (“License Grant”) and Section 10 ("Fees") (excluding your payment obligations to RUNWORD), all Sections of this Addendum shall survive termination. On termination of this Addendum, you and each of your Authorized Users must cease using the AI Solution, and RUNWORD may destroy your User Content, subject to applicable law. Without limiting the foregoing, you may continue to use Output following termination in accordance with the sections of this Addendum that survive as to your use of such Output.
RUNWORD may elect to provide certain features, releases, or functionality in the AI Solution that are in pre-release, “beta,” or trial form (“Beta Features”) on a temporary basis from time to time for evaluation, demonstration, or preview purposes. Any Beta Feature is provided "AS-IS", "WITH ALL FAULTS", and "AS AVAILABLE". RUNWORD’s warranties, indemnities, and SLA terms do not apply to any Beta Features, and support is not provided for any Beta Feature. RUNWORD may change, discontinue, or terminate Beta Features at any time without notice.