Terms of Service

9.13.26

TERMS OF SERVICE

1. PRIVACY

For information about how we collect, use, and share information about users of the Services, please see our https://www.runreveal.com/privacy-policy.

2. SERVICES

2.1 Trials.

RunReveal may, in its sole discretion, provide Company with a free trial of the Platform subject to these Terms. Such trial shall be for Company's non-production, evaluation purposes only and shall end until the earliest of (a) the end of the free trial period or (b) termination by RunReveal in its sole discretion ("Trial Period"). During an applicable Trial Period, RunReveal will use commercially reasonable efforts to provide Company with Support Services for its evaluation of the Platform.

2.2 Subscription.

RunReveal provides several subscription options with respect to the Platform. Each subscription option outlines (a) the period when the Platform is provided/made available to Company (each, a "Subscription Period") and (b) the fees Company must pay in exchange for the access and use of the Platform ("Subscription Fees"). In order to access and use the Platform, Company must register for an account and select a subscription (either via the Site or directly from RunReveal). When registering for an account, Company agrees (i) to provide accurate, current, and complete information ("Registration Data"), and (ii) to maintain and promptly update the Registration Data (and any other information provided by Company to RunReveal) in order to keep it accurate, current, and complete. Company is bound by the terms and conditions of the subscription selected by Company (whether via RunReveal or the Site), including the applicable Subscription Period and Subscription Fees, and all such terms and conditions are incorporated into these Terms by reference (collectively, the "Subscription").

2.3 Permissions.

Subject to the terms and conditions of these Terms, Company may access and use the Platform during the Subscription Period. In connection with the Platform, Company grants to RunReveal a non-exclusive, royalty-free, worldwide, and sublicenseable right and license to use, reproduce, modify, and store all data and all information provided by Company in connection with or via the Platform ("Company Data"). Company represents and warrants that (a) Company possesses the necessary rights and consents to grant RunReveal the rights set forth in these Terms with respect to the Company Data, (b) neither the Company Data nor the use, by RunReveal (or any individual or entity acting on RunReveal's behalf), of any of the Company Data infringes, misappropriates, or violates any Intellectual Property Rights (as defined below), rights of publicity, rights of privacy, or any other rights of any individual or entity, and (c) all of the Company Data is (and was) collected, stored, transferred, processed, disclosed, and otherwise handled by Company and any individual or entity acting on Company's behalf in accordance with all applicable laws, rules, and regulations.

2.4 Security, Support and SLA.

RunReveal implements the security standards set forth at https://runreveal.com/security, as may be modified from time to time. RunReveal provides support services ("Support Services") and service level standards with respect to the Platform in accordance with the RunReveal Enterprise Customer Support and Service Level Agreement set forth at https://runreveal.com/enterprise-service-level-agreement, as may be modified from time to time ("Support Services Policy"). All such terms (a) may be updated, from time-to-time, by RunReveal, and (b) are incorporated into these Terms by reference. Support Services are provided to Company solely for Company's internal use of such Platform, and may not be used in connection with Company's use of RunReveal software licensed under any other license, including without limitation any open source or source available license. In addition, Company agrees to not use the Support Services to supply any consulting, support or training services regarding any Platform to any third party other than Company's authorized users.

2.5 Restrictions and Acknowledgements.

Except as expressly authorized by these Terms, Company may not (a) modify, disclose, alter, translate, or create derivative works of the Services (or any components thereof); (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (or any components thereof); (c) use the Services to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions; (d) copy, frame, or mirror any part or content of the Services; (e) build a competitive product or service, or copy any features or functions of the Services or any of RunReveal's other products or services; (f) interfere with or disrupt the integrity or performance of the Services; (g) attempt to gain unauthorized access to the Services or their related systems or networks; (h) disclose to any third-party any performance information or analysis relating to the Services; (i) remove, alter, or obscure any proprietary notices in or on the Services, including copyright notices; (j) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to create the source code of the software components of the Services or their structural framework (in whole or in part), or perform any process intended to determine the source code for the software components of the Services; (k) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services or the functionality of the Services; (l) take any action that imposes an unreasonable or disproportionately large load on the Services; or (m) cause or permit any individual or entity to do any of the foregoing. Further, Company acknowledges and agrees that RunReveal may monitor, collect, use, and store information (including anonymous and aggregate statistics) regarding use of the Services and information provided via the Services (collectively, "RunReveal Data").

2.6 Ownership.

As between the parties and subject to the grants set forth in these Terms, Company owns all right, title, and interest in and to the Company Data together with any and all Intellectual Property Rights embodied in or related to the Company Data. As between the parties and subject to the grants set forth in these Terms, RunReveal, notwithstanding any terms to the contrary in these Terms, owns all right, title, and interest in and to the Services, the RunReveal Marks (as defined below), and the RunReveal Data together with any and all Intellectual Property Rights embodied in or related to the foregoing. For the purpose of these Terms, "Intellectual Property Rights" means any and all patent rights, copyrights, moral rights, trademark rights, trade secret rights, and any other form of intellectual property or proprietary rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

3. Fees, Payment Terms, and Cancelations / Terminations

3.1 General.

To use the Platform on a pay-as-you-go basis, Company must provide, via the Site, Company's valid credit card or debit card number ("Payment Method") to RunReveal's third-party payment processor. Company represents and warrants that Company (a) has the right to have fees charged to the Payment Method and (b) agrees to have the fees charged to the Payment Method. The Subscription Fee will be billed on the Effective Date and on an ongoing basis thereafter unless the Subscription is terminated or suspended. Note that the timing of the billing may change if (a) there is a problem with the Payment Method or (b) a change has been made to the nature of the Services. Company is responsible for all charges incurrent in connection with the Subscription. In the event that the Payment Method provided by Company to RunReveal or its third-party payment processor is unable to cover the Subscription Fee, RunReveal may suspend Company's access to the Platform. From time-to-time, RunReveal may modify the fees for the Platform provided that no modifications will be effective until the end of the then-current Subscription Period.

3.2 Term and Termination.

Unless terminated as set forth in these Terms, the Subscription commences on the Effective Date and continues until the close of the Subscription Period. Company may cancel its Subscription at any time. Please note that Subscriptions must be canceled before renewals in order to avoid being charged for the next Subscription Period. If Company cancels its Subscription, the cancellation will become effective at the end of the then-current Subscription Period. Please contact RunReveal's customer support team [email protected] for instructions on how to cancel. RunReveal may terminate a Subscription (a) at any time and for any reason upon thirty (30) days' prior written notice, (b) for cause if Company (or an individual or entity using its account) breaches these Terms and fails to remedy such breach within the 10-day period commencing upon the date that RunReveal provides Company with notice of such breach, (c) immediately and for cause if the Payment Method fails, or (d) if RunReveal reasonably believes it must cease providing the Services.

3.3 Effects of Termination.

Upon any termination of the Subscription, (a) all rights and licenses granted to Company under these Terms with respect to the Platform will immediately cease and (b) Company must immediately pay to RunReveal all amounts due for the period for which Company contracted. For example, (i) if the applicable Subscription Period is 12 months, (ii) the applicable Subscription Fees are split in 12 equal payments (each of which is due and payable at the beginning of each month as measured from the Effective Date), and (iii) Company elects to terminate its Subscription and the effective date of termination of its Subscription occurs upon the close of the 9th month of the Subscription Period, Company must immediately pay the equivalent of 3 monthly payments. Notwithstanding any terms to the contrary in these Terms, (x) Sections 2.5 (Restrictions and Acknowledgements), 2.6 (Ownership), 3.3 (Effects of Termination), 4 (Confidential Information), 5 (Disclaimer), 6 (Indemnification), 7 (Limitation of Liability), and 9 (General) will survive any termination of these Terms, and (y) no refunds will be issued.

4. Confidential Information

4.1 Confidential Information.

Both parties acknowledge that, in the course of performing under these Terms, they may obtain information relating to products (such as goods, services, and software) of the other party, or relating to the parties themselves, which is of a confidential and proprietary nature ("Confidential Information"). Confidential Information includes materials and all communications concerning RunReveal's or Company's business and marketing strategies, including but not limited to employee and customer lists, customer profiles, project plans, design documents, product strategies and pricing data, research, advertising plans, leads and sources of supply, development activities, design and coding, interfaces with the Platform, anything provided by either party to the other in connection with the Platform and/or Support Services provided under these Terms, including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans and other information of the parties which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically) even though specific designation as Confidential Information has not been made. Confidential Information also includes any notes, summaries, analyses of the foregoing that are prepared by the receiving party. Company Data will be deemed Confidential Information of Company without specific designation. The Platform and Support Services are deemed Confidential Information of RunReveal without specific designation.

4.2 Non-use and Non-disclosure.

The parties shall at all times, both during the term and thereafter, keep in trust and confidence all Confidential Information of the other party, using the same degree of care that the receiving party uses to protect its own Confidential Information of a similar nature or value, but in no event less than commercially reasonable care, and shall not use such Confidential Information other than as necessary to carry out its duties under these Terms, nor shall either party disclose any such Confidential Information to third parties other than to Affiliates or as necessary to carry out its duties under these Terms without the other party's prior written consent, provided that each party shall be allowed to disclose Confidential Information of the other party to the extent that such disclosure is approved in writing by such other party, or necessary to enforce its rights under these Terms. "Affiliate" means, with respect to a party, any entity that controls, is controlled by, or which is under common control with, such party, where "control" means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity, or the contractual right to establish policy for, and manage the operations of, the entity.

4.3 Non-Applicability.

The obligations of confidentiality shall not apply to information which (i) has entered the public domain or is otherwise publicly available, except where such entry or availability is the result of a party's breach of these Terms; (ii) prior to disclosure hereunder was already in the receiving party's possession without restriction as evidenced by appropriate documentation; (iii) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information; or (iv) was developed by the receiving party without any use of any of the Confidential Information as evidenced by appropriate documentation.

4.4 Disclosure Required by Law.

Notwithstanding anything to the contrary herein, each party may disclose the other party's Confidential Information in order to comply with applicable law and/or an order from a court or other governmental body of competent jurisdiction, and, in connection with compliance with such an order only, if such party: (i) unless prohibited by law, gives the other party prior written notice to such disclosure if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the other party written notice of such disclosure promptly after complying with that order and (ii) fully cooperates with the other party, at the other party's cost and expense, in seeking a protective order, or confidential treatment, or taking other measures to oppose or limit such disclosure. Each party must not release any more of the other party's Confidential Information than is, in the opinion of its counsel, reasonably necessary to comply with an applicable order.

4.5 Return of Confidential Information.

Upon the termination or expiration of these Terms, each party agrees to return or destroy the Confidential Information of the other party in its possession or under its control, provided, however, that each party may at its option retain one (1) copy of such materials or documents for archival purposes and/or retain Confidential Information that has been archived on electronic backup media, provided that such copies will remain subject to the terms and conditions of these Terms. Notwithstanding the foregoing, the receiving party may retain any Confidential Information as required to comply with its legal, regulatory or internal record-keeping obligations.

5. Disclaimer

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. RUNREVEAL DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) ARISING FROM OR RELATED TO THESE TERMS, THE SERVICES, THE SERVICE REPORTS, ANY THIRD-PARTY INFRASTRUCTURE, OR THIRD-PARTY TRADEMARKS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT, AND CONDITION OF TITLE.

6. Indemnification

6.1 RunReveal Obligations.

RunReveal will, at its expense, defend or settle any Infringement Claim and will indemnify Company against and pay (i) any settlement of such Infringement Claim consented to by RunReveal or (ii) any damages finally awarded by a court of competent jurisdiction to such third party as relief or remedy in such Infringement Claim. RunReveal shall not enter into any settlement agreement with respect to an Infringement Claim if such settlement agreement requires any admission of liability or wrongdoing on the part of Company or imposes on Company any obligation other than the obligation to cease using the Platform that is subject to the Infringement Claim, unless Company has first consented in writing to the applicable terms of such settlement agreement that are in conflict with the foregoing limitations. "Infringement Claim" means a claim brought against Company by an unaffiliated third party alleging that Company's use of the Platform in accordance with these Terms and during the applicable Subscription Period, infringed such party's patent, copyright or trademark, or made unlawful use of such party's trade secret.

6.2 Company Obligations.

Except with respect to a matter addressed under Section 6.1 above, Company will, at its expense (i) defend, or at its option settle, but subject to RunReveal's prior written consent, not to be unreasonably withheld, a claim brought by an unaffiliated third party against RunReveal, its contractors, suppliers, and licensors, or their respective directors, officers, employees and agents, arising out of or related to Company's (a) use of the Platform in violation of applicable law or which results in the alleged infringement of the intellectual property rights of any third party or (b) actual or alleged breach of any of Company's obligations under these Terms (including, but not limited to, any actual or alleged breach of any of Company's representations or warranties), and (ii) indemnify RunReveal against and pay (1) any settlement of such claim or (2) any damages finally awarded to such third party by a court of competent jurisdiction as the result of such claim.

6.3 Exclusions.

RunReveal will have no obligation to Company to the extent any Infringement Claim or resulting award is based upon or results from: (i) use of the Platform other than in accordance with the terms and conditions of these Terms; (ii) modification of the Platform that is not performed by or on behalf of RunReveal, where there would be no Infringement Claim but for such modification; (iii) the combination, operation, or use of the Platform with any other applications, portions of applications, products or services not provided by RunReveal, where there would be no Infringement Claim but for such combination, or (iv) Company's failure to use an update or modification of the Platform made available by RunReveal to Company that would have avoided the Infringement Claim.

6.4 Certain Remedies.

If any Product is, or in RunReveal's reasonable opinion is likely to become, the subject of an Infringement Claim and/or an injunction as the result of an Infringement Claim, RunReveal may, at its expense and option: (i) obtain the right for Company to continue to use the Platform; (ii) modify the Platform to make it non-infringing, but substantially functionally equivalent; or (iii) in the event that neither (i) or (ii) are, in RunReveal's reasonable judgement, commercially reasonable options, terminate Company's right to use the Platform, in which case RunReveal will promptly refund to Company any pre-paid, unused fees.

6.5 Conditions.

The obligations of the parties in this Section 6 are conditioned upon the indemnified party ("Indemnitee") (i) notifying the indemnifying party ("Indemnitor") promptly in writing of any threatened or pending claim for which indemnification is being sought ("Claim"), provided that failure to provide such notice will only relieve Indemnitor of its obligations under this Section 6 to the extent its ability to defend or settle an applicable Claim is materially prejudiced by such failure to provide notice, (ii) giving Indemnitor, at Indemnitor's expense, reasonable assistance and information requested by Indemnitor in connection with the defense and/or settlement of the Claim and (iii) tendering to Indemnitor sole control over the defense and settlement of the Claim. Indemnitee's counsel will have the right to participate in the defense of the Claim, at Indemnitee's own expense. Indemnitee will not, without the prior written consent of Indemnitor, make any admission or prejudicial statement, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Claim.

6.6 Exclusive Remedy.

THE FOREGOING PROVISIONS OF THIS SECTION 6 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF RUNREVEAL, AND THE EXCLUSIVE REMEDY OF COMPANY, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT, OR MISAPPROPRIATION OF ANY TRADE SECRET, BY THE PLATFORM AND/OR THE SUPPORT SERVICES.

7. Limitation of Liability

IN NO EVENT WILL RUNREVEAL OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THESE TERMS, THE SERVICES, AND THIRD-PARTY TRADEMARKS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

RUNREVEAL'S ENTIRE LIABILITY TO COMPANY AND ANY OTHER INDIVIDUAL OR ENTITY, ARISING FROM OR RELATED TO THESE TERMS, THE SERVICES, THE SERVICE REPORTS, ANY THIRD-PARTY INFRASTRUCTURE, AND THIRD-PARTY TRADEMARKS, WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY COMPANY TO RUNREVEAL DURING THE SUBSCRIPTION PERIOD WITHIN WHICH THE DAMAGES OCCURRED. NOTWITHSTANDING THE FOREGOING SENTENCE, THE TOTAL LIABILITY OF RUNREVEAL TO COMPANY RELATED TO OR ARISING OUT OF ANY TRIAL OR OTHER NON-PAID USE OF THE PLATFORM, OR THE USE OF ANY FEATURES OF ANY PRODUCT DESIGNATED BY RUNREVEAL WITHIN THE PLATFORM AS BETA OR EXPERIMENTAL FEATURES, SHALL NOT EXCEED $10,000. FURTHER, NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THESE TERMS, RUNREVEAL WILL NOT BE LIABLE FOR ANY DISCLOSURE OF, UNAUTHORIZED USE OF, AND/OR UNAUTHORIZED ACCESS TO ANY DATA OR OTHER INFORMATION. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 7 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS ARE DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. Trademarks

RunReveal's name, trademarks, logos, and all other RunReveal product names, service names, or slogans included in or related to the Services (collectively, the "RunReveal Marks") are property of RunReveal and may not be copied, imitated, or used (in whole or in part) without RunReveal's express prior written consent in each instance. The look and feel of the Services, including, but not limited to, all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of RunReveal, may not be copied, imitated, or used (in whole or in part) without RunReveal's express prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services ("Third-Party Trademarks") are the property of their respective owners, and the use of such Third-Party Trademarks inures to the benefit of each owner. The use of any Third-Party Trademarks included in or related to the Services is typically intended to denote interoperability and does not constitute an affiliation by RunReveal and its licensors with such company or an endorsement or approval by such company of RunReveal or its licensors or their respective products or services.

9. General

9.1 Independent Contractors.

Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

9.2 Assignment.

Company may not assign, delegate, or transfer (by sale, merger, operation of law, or otherwise) these Terms or any right, title, interest, or obligation hereunder without the prior written consent of RunReveal. Any attempted or purported assignment, delegation, or transfer in violation of the foregoing will be null and void and without effect. RunReveal may assign these Terms without Company's prior written consent. These Terms will be binding and inure to the benefit of such assignees, transferees, and other successors in the interest of the parties in the event of an assignment or other transfer made consistent with the provisions of these Terms.

9.3 Feedback.

Any suggestions, comments, or other feedback provided by Company to RunReveal with respect to any of the Services or RunReveal (collectively, "Feedback") will become the exclusive property of RunReveal, and RunReveal will be free to use, disclose, reproduce, modify, create derivative works of, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind, on account of Intellectual Property Rights or otherwise.

9.4 Electronic Communications.

Company agrees that we may communicate with Company electronically regarding Company's use of any of the Service and that any notices, agreements, disclosures, or other communications that we send to Company electronically will satisfy any legal communication requirements, including, but not limited to, that the communications be in writing. To withdraw Company's consent from receiving electronic notice, please notify us at [email protected]

9.5 Severability.

If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

9.6 Anti-Corruption.

Each party acknowledges that it is aware of, understands and has complied and will comply with, all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010, and similarly applicable anti-corruption and anti-bribery laws ("Anti-Corruption Laws"). Each party agrees that no one acting on its behalf will give, offer, agree or promise to give, or authorize the giving directly or indirectly, of any money or other thing of value, including travel, entertainment, or gifts, to anyone as an unlawful inducement or reward for favorable action or forbearance from action or the exercise of unlawful influence (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations or agencies or public international organizations), (b) to any political party, official of a political party, or candidate, (c) to an intermediary for payment to any of the foregoing, or (d) to any other person or entity in a corrupt or improper effort to obtain or retain business or any commercial advantage, such as receiving a permit or license, or directing business to any person. Improper payments, provisions, bribes, kickbacks, influence payments, or other unlawful provisions to any person are prohibited under these Terms.

9.7 Export Control and Sanctions Compliance.

Company acknowledges that the Platform and the Support Services and technologies related thereto are subject to the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730-774 (2010)) and the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control. Company is now and will remain compliant in the future with all such export control laws and regulations, and will not export, re-export, or otherwise transfer any RunReveal goods, software or technology or disclose any RunReveal software or technology to any person contrary to such laws or regulations. RunReveal acknowledges that remote access to the Platform may in certain circumstances be considered a re-export of the Platform, and accordingly, may not be granted in contravention of U.S. export control laws and regulations.

9.8 Future Features and Functions.

Company understands and agrees that any features or functions of the Platform referenced on any RunReveal website, or in any presentations, press releases or public statements, which are not currently available or not currently available as a GA release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for the Platform remains at RunReveal's sole discretion. Accordingly, Company agrees that it is purchasing the Platform based solely upon features and functions that are currently available as of the Effective Date, and not in expectation of any future feature or function.

9.9 Equitable Relief.

A breach or threatened breach, by either party of Section 4 may cause irreparable harm for which damages at law may not provide adequate relief, and therefore the non-breaching party shall be entitled to seek injunctive relief without being required to post a bond.

9.10 Non-waiver.

Any failure of either party to insist upon or enforce performance by the other party of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be interpreted or construed as a waiver or relinquishment of such party's right to assert or rely upon such provision, right or remedy in that or any other instance.

9.11 Entire Agreement & Precedence.

These Terms (together with all terms incorporated into these Terms by reference) set forth the entire agreement and understanding of the parties relating to the subject matter of these Terms and supersedes all prior agreements or understanding with respect to such subject matter and all past dealing or industry custom. Company's use of any of the Services may be subject to a separate agreement between Company and RunReveal. If any of the terms of such separate agreement conflict with any of the terms of these Terms, the terms of such separate agreement will govern to the extent of such conflict. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable order form entered into between RunReveal and Company incorporating these Terms by reference ("Order Form"), but only for the transaction thereunder, (ii) these Terms, and (iii) the Support Services Policy. From time to time, RunReveal may modify these Terms. Unless otherwise specified by RunReveal, changes become effective for Company upon renewal of the then-current Subscription Term or upon the effective date of a new Subscription Term after the updated version of these Terms go into effect. Continued use of the Platform after the updated version of these Terms go into effect will constitute Company's acceptance of such updated version.

9.12 Force Majeure.

RunReveal is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of services provided by any service providers used by RunReveal, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.

9.13 Governing Law, Jurisdiction and Venue.

These Terms will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and all suits hereunder will be brought solely in Federal Court for the District of Delaware, or if that court lacks subject matter jurisdiction, in any Delaware State Court located in New Castle County, Delaware. These Terms shall not be governed by the 1980 UN Convention on Contracts for the International Sale of Goods. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any action or proceeding in any of the applicable courts set forth above, based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or any similar claim or defense.

10. Questions

If Company has any questions regarding the use of any of the Services, please email us at [email protected].