Runway AI, Inc.
Terms and Conditions
Last updated: January 3, 2019
The Runway Services provide a software application, website and platform for the use, development, and commercialization of machine learning models through a simple user interface and ecosystem of extension/plugins. Your right to access and use the Services is contingent upon your access and use of the Services in accordance with these Terms and Conditions.
The Service is an early private beta offered to select users to obtain Feedback. Please read these Terms carefully. BECAUSE OF THE BETA NATURE OF THE SERVICE, RUNWAY STRONGLY DISCOURAGES YOU FROM USING ANY DATA ON THE SERVICE THAT YOU CONSIDER CONFIDENTIAL OR PROPRIETARY, OR THAT PERSONALLY IDENTIFIES, DIRECTLY OR INDIRECTLY, ANY INDIVIDUAL.
1. Use of Runway Services
1.1 You may not use the Runway Services if you are a person barred from receiving the Runway Services under the laws of the United States or other countries, including the country in which you are a resident or from which you use the Runway Services. You affirm that you are over the age of 13, as the Runway Services are not intended for children under 13.
1.2 You agree that your purchases of Runway Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Runway or any of its affiliates regarding future functionality or features.
2. Your Account and Use of the Runway Services
2.1 You must provide accurate and complete registration information any time you register to use the Runway Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Runway immediately.
2.2 Your use of the Runway Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Runway Services by any means other than through the interface that is provided by Runway in connection with the Runway Services, unless you have been specifically allowed to do so in a separate agreement with Runway, or (b) engage in any activity that interferes with or disrupts the Runway Services (or the servers and networks which are connected to the Service).
2.4 You may use the Runway Services only to develop and run applications on the Runway infrastructure. You may not access the Runway Services for the purpose of bringing an intellectual property infringement claim against Runway or for the purpose of creating a product or service competitive with the Runway Services.
2.5 If you create a Runway account on behalf of an entity, such as your business or employer, you represent that you have the legal authority to bind that entity to these Terms.
2.6 Subject to your acceptance of, and compliance with, these Terms, you may use the Service for the sole purposes of testing the Service and providing Feedback to Runway. You are responsible for all activity that occurs under your Runway account. When there’s something we need to tell you about the Service, we’ll send you a notification to the email associated with your Runway account. We may also send you Service notifications by other means (for example by in-product messages). If the Service is canceled (whether by you or us), your right to access the Service stops immediately and your license to the Service ends. In addition, we have the right to delete all data associated with your account and use of the Service (except where prohibited by law). If we reasonably suspect that your Runway account is being used by a third party fraudulently, Runway may suspend your account without notice.
3. Service Policies and Privacy
3.1 You agree to comply with the Runway Acceptable Use Policy available at https://www.runwayml.com/acceptable-use-policy/ (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.
3.3 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to Runway.
For purposes of these Terms, “Data”means all data, information, text, images, audio, video or other content that you upload to the Service. We don’t claim ownership of your Data. Your Data remains yours and you are responsible for it. You represent and warrant that for the duration of these Terms, you have (and will have) all the rights necessary for your Data that is uploaded or stored on or through the Service and that the collection, use, and retention of your Data will not violate any law or rights of others. Runway cannot be held responsible for your Data or the material others upload, store or share using the Service. To the extent necessary to provide the Service to you and others, to protect you and the Service, to improve Runway products and services, and to permit other Runway users to use and improve the Service by developing additional products and services, you grant to Runway, its affiliates, sublicensees and Runway users a worldwide and royalty-free intellectual property license to see, use, host, reproduce, modify, distribute, publish, publicly and digitally perform and display, translate, adapt, and otherwise exploit your Data on the Service, in any form, format, media, or channels now known or later developed. You agree that your Data may appear in demonstrations or materials that promote the Service. The rights you grant to Runway under this section shall survive termination of these Terms.
5. Reservation of Rights and Feedback
Except as expressly provided under these Terms, Runway does not grant you a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by Runway or any related entity, including but not limited to any name, trade dress, logo or equivalents. If you give to Runway any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements (“Feedback”), you give to Runway, without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialize your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires Runway to license its platform, technologies or documentation to any third party because Runway includes your Feedback in them. Even if designated as confidential, Runway use Feedback for any purpose without obligation of any kind and Feedback will not create any confidentiality obligation.
6. Using Third-Party Software and Services
The Service may allow you to export and connect models to software and services provided by independent third parties (“Third-Party Service”). The Third-Party Services may be subject to additional terms, which you should review. Any additional terms do not modify any of these Terms. You are responsible for your dealings with third parties. Runway does not license any intellectual property to you as part of any Third-Party Service and is not responsible or liable to you or others for information or services provided by any Third-Party Service.
7. Modification and Termination of the Runway Services
7.1 Runway is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Runway Services which Runway provides may change from time to time without prior notice to you. Changes to the form and nature of the Runway Services will be effective with respect to all versions of the Runway Services; examples of changes to the form and nature of the Runway Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
7.2 Runway reserves the right to suspend or terminate your access to all or a portion of the Service at any time, without notice, for any reason whatsoever. You may discontinue your use of the Service at any time. The Service is an early private beta intended for gathering Feedback and is not production quality. The Service may be unavailable from time to time, and Runway may change the Service at any time. The Service and any updates to the Service may be unreliable. You may experience errors, bugs, unexpected interruptions, delays or periods of inaccessibility, and loss of data. You assume all risks associated with your use of the Service. We have no obligation to provide any support services for the Service. Runway is not liable for any disruption or loss you may suffer as a result or a disruption in the Service. We recommend that you regularly backup Data you store on the Service.
8. EXCLUSION OF WARRANTIES
RUNWAY AND OUR AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICE. YOU UNDERSTAND THAT USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE ENTIRE RISK OF USING THE SERVICE. RUNWAY DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF THE SERVICES. TO THE EXTENT PERMITTED APPLICABLE LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DATA LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.
9. LIMITATION OF LIABILITY
9.1 SUBJECT TO SECTION 8 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT RUNWAY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
9.2 THE LIMITATIONS ON RUNWAY'S LIABILITY TO YOU IN PARAGRAPH 9.1 ABOVE SHALL APPLY WHETHER OR NOT RUNWAY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
10.1 You agree to hold harmless and indemnify Runway, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Runway and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Runway Services, (c) your violation of applicable laws, rules or regulations in connection with the Runway Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Runway will provide you with written notice of such claim, suit or action.
11. Other Content
11.1 The Runway Services may include hyperlinks to other web sites or content or resources or email content. Runway may have no control over any websites or resources which are provided by companies or persons other than Runway.
11.2 You acknowledge and agree that Runway is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
11.3 You acknowledge and agree that Runway is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.
“Confidential Information” means non-public information, know-how, or trade secrets in any form, that (i) are designated by Runway as being confidential, or (ii) a reasonable person knows or reasonably should understand to be confidential. Confidential Information includes, without limitation, any non-public information about Runway or the Service that is disclosed to you in connection with these Terms. Confidential Information does not include the following types of information, however marked. Information that: (i) is, or becomes, publicly available without a breach of this Agreement; (ii) was lawfully known to you without an obligation to keep it confidential; (iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; (iv) is independently developed; or (v) is Feedback. You agree to not disclose Confidential Information to third parties unless you are required to do so by a court order or law. You will use Confidential Information only for the purposes of the private beta relationship documented in this Agreement. You agree to take reasonable steps to protect the Confidential Information. These steps must be at least as protective as the steps you take to protect your (or your company’s) own confidential information. You may disclose Confidential Information if required by a court order or other government demand that has the force of law. Prior to disclosure, you must: (i) seek the highest level of protection available; and (ii) give Runway reasonable prior notice to allow us to seek a protective order. You will notify Runway if you learn of any leak of Confidential Information and will help prevent further leaks. Monetary damages may not sufficiently compensate a breach of this Agreement. We may seek court orders to stop the disclosure of Confidential Information in breach of this Agreement without the obligation of posting a bond.
You must comply with all domestic and international export laws and regulations that apply to the Service, which include restrictions on destinations, end users, and end use.
14. Choice of Law and Place to Resolve Disputes
The laws of the State of New York govern this Agreement. If federal jurisdiction exists, you and we consent to exclusive jurisdiction and venue in the federal courts of the Southern District of New York. If not, you and we consent to exclusive jurisdiction and venue in the state courts of the Borough of Manhattan, New York. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods do not apply.
15. Changes to the terms
15.1 Runway may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
15.2 You understand and agree that if you use the Runway Services after the date on which the Terms have changed, Runway will treat your use as acceptance of the updated Terms.