Last updated April 11th, 2024
These Enterprise Services Terms apply to organizations purchasing a subscription to Runway Enterprise Services. If you are an individual not acting on behalf of an organization, or on an organizational plan that is not an Enterprise Services Plan, our Consumer Terms of Use will apply to your use of our consumer offerings.
The Enterprise Services Terms together with an Order (defined below) (collectively the “Agreement”) is made and entered into by and between Runway AI, Inc., a Delaware corporation, and its Affiliates (“Runway”) and the organization you represent or the customer identified in an Order and its Affiliates (“Customer”). Runway and Customer may each be referred to individually as a “Party” and collectively, as the “Parties”. The Agreement is effective on the earlier of Customer’s first online acceptance of the Agreement or the date specified on the first Order between the parties (“Effective Date”). Runway may update the terms, and such updates will be effective immediately upon posting. Customer’s use of the Service after such posting constitutes acceptance of update by Customer.
“Affiliate” of a Party means: (a) any entity that such Party controls; (b) any entity that controls such Party; or (c) any entity under common control with such Party. To “control,” for purposes of this definition, means owning or otherwise controlling more than 50% of the voting interests of an entity.
“Authorized User” means an employee or contractor of Customer who is authorized by Customer to access and use the Service on Customer’s behalf.
“Customer Content” means all media files including images, pictures, videos, and audio-visual content uploaded by Authorized Users into the Service (“Inputs”) and the Customer-specific output that is generated by Authorized Users’ use of the Service (“Outputs”).
“Documentation” means the user manuals, specifications, and policies, as may be updated from time to time, that describe the functionality, features, operation, or use of the Service and that are made available by Runway to Customer.
“Order” means an order form identifying the Service that Runway will make available under the Agreement and the fees that Customer will pay, whether a document signed by both Parties or the Runway webpage that Customer uses to purchase a subscription to the Service.
“Service” means Runway’s software-as-a-service platform provided through a Customer-specific workspace through runwayml.com as described in an Order. References to the “Service” in this Agreement include the Documentation.
2.1. Provision of the Service. Subject to the terms and conditions of this Agreement, including the applicable Order, and during the Term, Runway will: (a) make the Service available to Customer for use by Authorized Users in accordance with any usage limitations set forth in the Order; and (b) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime of which, to the extent exceeding 10 continuous minutes, Runway gives at least 48 hours’ advance notice to Customer via the Service.
2.2. Updates and Upgrades. The terms of this Agreement will also apply to updates and upgrades of the Service subsequently provided by Runway to Customer. Runway may update the functionality, user interfaces, usability, and Documentation from time to time in its sole discretion as part of its ongoing mission to improve the Service.
2.3. Compliance with Laws. Each party will perform its rights and obligations under this Agreement in accordance with applicable law.
2.4. Support. As part of the Service, Runway will provide Customer with Runway’s standard support, Documentation, and other online resources to assist Customer in its use of the Service.
3.1. Account Creation. Customer may be required to register a primary Authorized User account to serve as Customer’s administrator account and to create Authorized User accounts. An individual’s Authorized User account cannot be shared or used by more than one Authorized User. Customer is responsible for maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under Authorized User accounts.
3.2. Customer Responsibilities. Customer is responsible for Inputs and represents and warrants that Customer has all rights, licenses, and permissions required to provide Inputs to the Services, including publicity clearances and releases. Inputs will comply with this Agreement and applicable laws. Customer is responsible for all use of Outputs and evaluating Outputs for accuracy, legality, and appropriateness for Customer’s use case, including by utilizing commercially reasonable human review efforts as appropriate. Customer must not use the Service to promote discrimination, bigotry, racism, hatred, harassment, violence, or harm to any individual or group. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Service and promptly notify Runway of any such unauthorized access or use.
3.3. Privacy Policy. Customer acknowledges that Authorized Users’ use of the Service will be subject to Runway’s then-current Privacy Policy (available at https://runwayml.com/privacy-policy/ ), except in the event of a conflict, the terms of this Agreement prevail.
3.4. Usage Restrictions. Customer may not: (a) make the Service available to anyone other than Customer and the Authorized Users for the benefit of anyone other than Customer or its clients; (b) upload, post, transmit, or otherwise make available to the Service any content that (i) is unlawful or tortious, or (ii) Customer does not have a right to make available under any applicable law or under contractual or fiduciary relationships, or that seeks to, or does, infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other proprietary rights of any person; (c) sublicense, resell, time share, or similarly exploit the Service; (d) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) reverse engineer, modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service; or (f) access the Service or its Outputs to build, train, or improve a similar or competitive product or service.
3.5. Connected Accounts. Runway may offer certain API integrations with certain third party vendors in connection with the Services. Customer may link or connect certain of its third party accounts associated with third party platforms and services it utilizes (each, a “Connected Account”) with the Service in order to take advantage of some of the features and functions of the Service, such as uploading content from those Connected Accounts. By granting Runway access to any Connected Account (i) Customer represents and warrants that it is entitled to disclose any log-in information provided by Customer in connection therewith and/or grant Runway access to such Connected Account(s); (ii) Customer represents and warrants that it is in good standing with respect to such Connected Accounts, including with respect to any account Customer has with the provider(s) of such Connected Accounts; and (iii) Customer acknowledges that Runway may access and use data in connection with Customer’s Connected Accounts in accordance with this Agreement and that such data constitutes Customer Content for purposes of this Agreement. Customer acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Runway will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account.
3.6. Beta and Trial Services. Runway may provide beta products (“Beta Service”) or the Service on a free trial basis (“Trial Service”) for testing and evaluation purposes only. Runway may use Customer feedback on Beta and Trial Services. Beta and Trial Services are offered “as is,” without warranties, indemnity, or liability, and may be discontinued at any time.
4.1. Fees, Invoicing, and Payment. Customer authorizes Runway to charge the payment method provided on Customer’s account on the agreed-upon periodic basis, and Customer will pay all fees specified in the Order in accordance with the terms therein or in the absence of an Order will pay all fees charged to Customer’s account according to the pricing and terms on Runway’s pricing page. Payment obligations are non-cancelable and, except as expressly set forth herein, fees paid are non-refundable. Customer will pay all fees in US dollars unless otherwise stated in the Order. If any fees owed by Customer (excluding amounts disputed in reasonable and good faith) have not been paid by the applicable due date, Runway reserves the right to apply a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, and be reimbursed for all expenses of collection.
4.2. Taxes. The fees are exclusive of, and Customer will be solely responsible for, all applicable taxes in connection with this Agreement, including any sales, use, excise, value-added, goods and services, consumption, withholding, and other similar taxes or duties (but excluding taxes based on Runway’s income). Should any payment for the services provided by Runway be subject to withholding tax by any taxing authority, Customer will reimburse Runway for such withholding tax.
5.1. Runway Property. Subject to the limited rights expressly granted to Customer hereunder, Runway reserves and retains, and as between Runway and Customer, Runway exclusively owns, all rights, title, and interest in and to the Service, including all modifications, derivative works, upgrades, and updates thereto, all APIs made available by Runway and all related intellectual property rights related to the foregoing. No rights are granted by Runway hereunder other than as expressly set forth herein. If Customer or any Authorized User provides Runway any feedback or suggestions regarding the Service, then Customer grants Runway an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer or any Authorized User.
5.2. Customer Content. Runway will use Customer Content, and provide necessary access to third party service providers acting on Runway’s behalf, such as Runway’s hosting services provider, only: (a) to provide, maintain, and optimize the Service for Customer; (b) to prevent or address service or technical problems or at Customer's request in connection with support matters; (c) as compelled by law; or (d) to enforce this Agreement. Runway may not use Customer Content as training data for the Service. Subject to the limited licenses granted herein, Runway acquires no right, title or interest under this Agreement in or to any Customer Content. As between the parties, Customer owns all rights, title, and interest in Outputs. To the extent Runway has or in the future acquires any right, title, and interest in Outputs, Runway assigns it to Customer.
5.3. Usage Data. Notwithstanding anything to the contrary in this Agreement, Runway compiles usage and operations data in connection with the Customer’s use of the Service such as clicks or other interactions with the Service (“Usage Data”) to support, operate, and improve its Services. Runway may not publish Usage Data except in aggregate and anonymized form such that no Customer or Authorized User can be identified.
6.1. Definition. “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof. Confidential Information of Customer includes Customer Content and Confidential Information of Runway includes the Service (including its software and content, other than Customer Content), and Confidential Information of each Party includes the terms of this Agreement. However, Confidential Information will not include any information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party.
6.2. Protection. The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations at least as restrictive as those herein. Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control. The Confidentiality terms of Section 6 supersede any non-disclosure agreement entered into by the Parties prior to the Effective Date of this Agreement.
6.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permitted).
7.1. Mutual Representations. Each Party represents that: (a) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (b) the execution, delivery, and performance of this Agreement are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.
7.2. Runway Warranties. Runway represents and warrants that: (a) the Service will perform materially in accordance with the applicable Documentation during the term of the applicable Order; and (b) Runway uses applicable industry standard measures to protect the Service against viruses, worms, or any other malicious code.. Customer’s exclusive remedy for breach of any of the representations and warranties set forth in this Section 7.2 is set forth in Section 10 (Term, Termination, and Suspension).
7.3. General Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTION 7.2, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND RUNWAY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RUNWAY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. RUNWAY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR LEGALITY OF OUTPUTS AS OUTPUTS DEPEND ON CUSTOMER’S INPUTS AND ANY INFORMATION AND DATA MADE AVAILABLE THROUGH CONNECTED ACCOUNTS.
8.1. Runway Indemnification. Runway will defend Customer against any lawsuit or proceeding brought by a third party to the extent alleging that Customer’s use of the Service as permitted hereunder infringes or misappropriates such third party’s patent rights, and Runway will indemnify Customer for any damages and any reasonable attorneys’ fees finally awarded against them arising from such lawsuit or proceeding; provided, however, that Runway will have no liability under this Section to the extent any such lawsuit or proceeding arises from: (a) Customer Content; (b) Customer’s or any of its Authorized Users’ negligence, misconduct, or breach of this Agreement; or (c) any modification or combination of the Service that is not performed or approved by Runway or specifically set out in the Documentation.
8.2. Customer Indemnification. Customer will defend Runway against any lawsuit or proceeding brought by a third party to the extent alleging that any Customer Content infringes, misappropriates, or otherwise violates the rights, including privacy and publicity rights, of any other party, Customer’s breach of Sections 3.2 or 3.4, and Customer will indemnify Runway for any damages and any reasonable attorneys’ fees finally awarded against them arising from such lawsuit or proceeding; provided, however, that Customer will have no liability under this Section to the extent any such lawsuit or proceeding arises from Runway’s negligence, misconduct, or breach of this Agreement.
8.3. Procedures. The indemnified party will provide the indemnifying party with: (a) prompt written notice of any matter that is subject to indemnification hereunder; (b) the right to assume the exclusive defense and control of any such matter (provided that the indemnified party may participate in the defense at its own expense); and (c) cooperation with any reasonable requests assisting the indemnifying party’s defense of such matter. The indemnifying party may not settle any such lawsuit or proceeding without the indemnified party’s prior written consent.
8.4. Exclusive Remedy. This Section 8 states the indemnifying party’s sole liability, and the indemnifying party’s exclusive remedy, for any type of claim described in this Section 8.
9.1. Exclusion of Certain Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
9.2. Liability Cap. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 4 OR A PARTY’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, OR FOR ITS WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO RUNWAY HEREUNDER IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE.
9.3. Scope. For the avoidance of doubt, the exclusions and limitations set forth in Section 9.1 and Section 9.2 will apply with respect to all legal theories of liability, whether in contract, tort, or otherwise. The Parties agree that the exclusions and limitations set forth in Section 9.1 and Section 9.2 allocate the risks between the Parties under this Agreement, and that they have relied on these exclusions and limitations in determining whether to enter into this Agreement.
10.1. Term of the Agreement. The term of this Agreement commences on the Effective Date of the first Order and continues until all Orders hereunder have expired or been terminated, unless terminated earlier in accordance with this Agreement (the “Term”). The Term automatically renews for one year terms or another periodic basis set forth in an Order until canceled by either party with thirty (30) days notice, unless otherwise stated in an Order.
10.2. Termination for Cause. Either Party may terminate this Agreement effective after 30 days’ written notice if the other Party materially breaches this Agreement and such breach is not cured within such 30-day period. Upon any termination for cause by Customer, Runway will promptly refund Customer any prepaid fees covering the period remaining in the Term after the effective date of such termination. Upon any termination for cause by Runway, Customer will promptly pay Runway any unpaid fees covering the period remaining in the Term after the effective date of such termination.
10.3. Suspension. Runway may suspend Customer’s or any or all Authorized Users’ access to the Service, in whole in part, if: (a) Customer or any Authorized User is using the Service in violation of this Agreement or any applicable law; (b) Customer’s or any Authorized Users’ systems or accounts have been compromised or unlawfully accessed; (c) suspension of the Service is necessary, in Runway’s reasonable discretion, to protect the security of the Service or the infrastructure of Runway; (d) suspension is required by applicable law; or (e) any fees owed by Customer (excluding amounts disputed in reasonable and good faith) are 30 days or more overdue, provided Runway has given Customer 10 or more days’ prior notice.
10.4. Effects of Termination. In no event will any termination of this Agreement relieve Customer of its obligation to pay any fees payable to Runway for the period of time prior to the effective date of such termination. Upon any termination of this Agreement, Customer and all Authorized Users must immediately cease all use of the Service. For a period of 30 days following any termination of this Agreement, Runway will, upon Customer’s request, provide Customer with an export of all current Customer Content in the format agreed by the Parties. After such 30-day period, Runway will have no obligation to maintain or provide any Customer Content and Runway will, unless prohibited by applicable law, delete all Customer Content in its systems or otherwise in its possession or under its control in accordance with Runway’s then-current data retention and deletion policies. Subject to this Section, upon any termination of this Agreement and the Disclosing Party’s request, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control.
10.5. Survival. The sections titled “Fees,” “Proprietary Rights,” “Confidentiality,” “Indemnification,” “Limitation of Liability,” “Termination for Cause,” “Effects of Termination,” “Survival,” and “General Provisions” will survive any termination of this Agreement.
11.1. Attribution. Customer agrees that Runway may use Customer’s name and logo to indicate that Customer is a customer of Runway for the Service on Runway’s website, marketing materials, and in communications with existing or prospective Runway customers. Any such attribution will be consistent with Customer’s style guidelines or requirements as communicated to Runway by Customer.
11.2. Force Majeure. Neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations due to events beyond the reasonable control of such Party, which may include natural disasters, fires, epidemics, pandemics, riots, war, terrorism, denial of service attacks, internet outages, labor shortages, and judicial or government action.
11.3. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer this Agreement in its entirety, without the consent of the other Party, in connection with a merger or sale of all or substantially all of its assets. Any purported assignment in violation of this Section will be null and void. This Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.
11.4. Governing Law; Venue. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in New York County, New York will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.5. Notices. All notices under this Agreement will be in writing (email sufficient) and addressed to the Parties’ contact set forth on the Order and will be deemed to have been duly given the first business day after sending by email.
11.6. Relationship of the Parties; Third Party Beneficiaries. The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third party beneficiaries to this Agreement.
11.7. Waiver. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.
11.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect.
11.9. Entire Agreement. This Agreement, including any addenda hereto and all Orders, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning Customer’s purchase and use of the Service and any Professional Services. In entering into the Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty, except those expressly described in the Agreement. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by each of the Parties. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any addendum hereto or any Order, the terms of such addendum or Order will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any Customer purchase order or other Customer order documentation (excluding Orders) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. As used herein, the words “include” and “including” shall be deemed to be followed by the words “without limitation.”