1. Your Acceptance
Throughout this Agreement, the words “Run In All,” “us,” “we,” and “our,” refer to our company, Run In All, as is appropriate in the context of the use of the words.
2. User Information and Accounts
3. Permitted Users
4. Access and License Grant to You
5. The Platform
The Run In All Platform constitutes a marketplace for Customers to purchase products from vendors (“Vendor(s)”). Run In All is responsible solely for providing access to the Platform (“Run In All Services”). Please be aware that any Run In All Services are “as-is” and “as-available.” Additionally any information or content found on our Platform, including any notifications or tools provided, are offered only for informational purposes only. Further, Run In All does not endorse, recommend, and is not otherwise affiliated with any Vendors. Run In All has no liability to you for any content including but not limited to all User Content (defined below), Run In All Vendor Content (defined below), information, copy, images, URL names, and anything else provided by any third parties using the Platform (collectively “Non-Run In All Content”). USER ACKNOWLEDGES THAT RUN IN ALL IS MERELY A PLATFORM AND DOES NOT SCREEN, INTRODUCE, RECOMMEND, OR ENDORSE ANY VENDORS OR CUSTOMERS. RUN IN ALL HAS NO RESPONSIBILITY OR LIABILITY FOR ANY PRODUCTS PROVIDED TO THE USER BY ANY VENDOR, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD CONDITION, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. BY USING THE RUN IN ALL PLATFORM, THE CUSTOMER AGREES TO HOLD RUN IN ALL FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF ANY PRODUCTS PROVIDED BY A VENDOR. RUN IN ALL IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING ANY VENDOR, AND WE WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY PRODUCTS OR SERVICES PROVIDED BY A VENDOR. Run In All is not a party to any contracts created between any Customers or Vendors. Users are solely responsible for their interactions with any other users or third parties found on the Platform, and you agree to exercise caution, due diligence, and common sense when interacting or meeting with any users encountered via the Platform.
6. Vendors and Customers
Run In All may allow Vendors to list any products offered by Vendor (“Vendor Products”). Vendors shall submit any Vendor Products to Run In All and with the assistance of Run In All may create a listing (“Listing”) that describes the Vendor Products offered, any products, the pricing, availability, refund policy, and other information. Customers contract for all Vendor Products directly with Vendors. Run In All is not a party to any contracts for any Vendor Products and cannot accept any obligations for any contracts negotiated by and between Vendor and Customer. Run In All does not direct, is not an employer, has no control over, makes no representations, and does not guarantee the quality, safety or legality of the Vendor or any Vendor Products provided. THE QUALITY OF THE VENDOR PRODUCTS PURCHASED THROUGH THE PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE VENDOR WHO ULTIMATELY PROVIDES SUCH VENDOR PRODUCTS TO THE CUSTOMER. THE CUSTOMER UNDERSTANDS, THEREFORE, THAT BY USING THE RUN IN ALL PLATFORM, THE CUSTOMER MAY BE EXPOSED TO VENDOR PRODUCTS THAT ARE POTENTIALLY DANGEROUS, HARMFUL, OR UNSAFE. RUN IN ALL DOES NOT WARRANT THE QUALITY OF ANY OF THE VENDOR PRODUCTS FOUND ON THE PLATFORM. NOTHING IN THIS AGREEMENT OR THE RUN IN ALL PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, A WARRANTY OR ENDORSEMENT OF ANY VENDOR PRODUCTS.
7. Order Acceptance
Where a Customer wishes to purchase a Vendor Product available on a Vendor Listing, the Customer shall create a purchase inquiry via the Platform (“Purchase Inquiry”). Such Purchase Inquiry shall be sent to the Vendor via the Platform and any Purchase Inquiry is subject to availability. The Vendor shall have forty-eight (48) hours to review and confirm the Purchase Inquiry.
Where a Purchase Inquiry is not confirmed such Purchase Inquiry shall be cancelled.
Please be aware that an order contract is not created until Vendor accepts and acknowledges a Customer’s Purchase Inquiry and sends the Customer an order confirmation (“Order Confirmation”) via the Platform. Please be aware that any statements made by Vendor are not representative of Run In All and such statements cannot bind Run In All.
Once the Customer has received an Order Confirmation, the Customer shall be asked to confirm all Vendor Product details within such Order Confirmation and upon confirmation by Customer of the Order Confirmation, such Order Confirmation shall be a binding contract between the Vendor and the Customer whereby the Vendor agrees sell to Customer the Vendor Products selected by the Customer (“Vendor Product Purchase Contract”).
8. Cancellation and Warranty Claims
Customers may cancel a confirmed transaction of any Vendor Products; however such cancellation is subject to the cancellation, policy as stated and displayed by the Vendor’s Listing and shall be solely responsible for any fees associated with the cancellation of the Vendor Product Purchase Contract.
If a Vendor cancels a confirmed transaction of any Vendor Products due to its inability to fulfil the order, the Vendor shall instruct Run In All to refund the money to the Customer held on account of such order. Failure of the Vendor to instruct Run In All does not prohibit Run In All from refunding the Customer if the Vendor Products have not been delivered within the greater of ninety (90) days or the timeframe agreed upon between the Customer and the Vendor.
The Vendor is solely responsible for its Vendor Product warranties. If the Customer claims that a Vendor Product is defective (a “Warranty Claim”), Run In All will assist the Customer and Vendor in resolving the matter; however, in no event shall Run In All be liable for any costs associated with any Warranty Claims. Upon approval of the Warranty Claim by the Vendor, and receipt of the refund from the Vendor, Run In All shall refund the Customer. A refund may take up to sixty (60) days to complete. The Customer is responsible for fulfilling its obligations to return the Vendor Products to the Vendor and to take any other reasonable steps to verify the Warranty Claim. Run In All has no responsibility for the costs of return shipping of the Vendor Product.
The Customer has fifteen (15) days from the date of delivery of the Vendor Products within which to make a Warranty Claim.
The cancellation of any Vendor Product Purchase Contract by either the Customer or the Vendor, or the refund of the price of a Vendor Product subject to an accepted Warranty Claim does not absolve the Vendor of its obligation to pay the Commission Fees pursuant to the Vendor Agreement between Run In All and the Vendor, and such Commission Fees shall be deducted from amounts payable to the Vendor in accordance with the Vendor Product Purchase Contract.
The shipping options shall be listed within the Vendor Listing and shall be provided to Customer with the Order Confirmation. Geographic availability of shipping is listed on the Listing and may vary by Vendor. Run In All is not liable for any delays with shipping of any Vendor Products and standard shipping times as quoted in the Order Confirmation are merely an estimate of actual delivery. Where items are shipped, a tracking number may be issued by Run In All that allows the Customer to check the status of the package; however, some shipments may not have issued tracking numbers. We recommend that immediately upon delivery, the Customer checks all Vendor Products for accuracy of fulfillment of the order as well as any damage caused from shipping. If you have any issues with your shipment, please contact us immediately. The Customer has fifteen (15) days within which to advise Run In All of any issues with the delivered Vendor Products.
10. Product Issues, Availability, and Pricing
A Vendor’s Listing may contain errors, including without limitation, Vendor Products being incorrectly priced, improperly labeled, or unavailable. Run In All has no responsibility or liability regarding a Vendor’s Listing; however, if a Customer discovers an error, Run In All should be contacted immediately so the Vendor can be notified if necessary.
If the Vendor Product price is incorrectly listed on the Vendor’s Listing, the Vendor shall advise the Customer upon receipt of the Purchase Inquiry. The Customer has the opportunity to confirm the details of the Order Confirmation prior to the Vendor Product Purchase Contract becoming binding.
11. Product Photos and Sizing
Please be aware that all photos of any products on the Platform are for illustrative purposes only. Although we ask that Vendors use their best efforts to ensure that their products are almost entirely similar to the photos offered on the Platform, it is possible that some photos shown on Platform may not be entirely representative of the actual Vendor Product. The final product received may vary slightly in color, size, look, finish, or style.
12. Compliance With Laws
Through the Platform, Customer may be able to purchase Vendor Products. The Customer and Vendor agree to comply with all laws and regulations and Run In All's policies when purchasing and selling any Vendor Products. Customer shall comply with all local laws within its jurisdiction when purchasing or instructing Vendors to ship any Vendor Products. Run In All may take corrective actions, as appropriate, including but not limited to immediately suspending or terminating Customer’s account where Customer has violated this provision.
13. Use of the Platform
When using our Platform, you are responsible for your and for any use of Run In All made using your account. You agree to the following:
- You may not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;
- You may not attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform;
- You may not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;
- You may not use automated bots or other software to send more messages through our Platform than humanly possible;
- You may not share your license or access with any other parties;
- You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake;
- You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;
- You may not access our Platform in an attempt to build a similar or other competitive product;
- You may not use the Platform to store or transmit any health, medical, or sensitive financial information;
- You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- You may not collect or harvest any personally identifiable information, including account names, from the Platform;
- You may not impersonate any person or entity or misrepresent your affiliation with a person or entity;
- You may not violate or infringe other people's intellectual property, privacy, or other contractual rights while using our Platform;
- You may not violate any requirements, procedures, policies or regulations of networks connected to Run In All;
- You may not sell, lease, loan, distribute, transfer, or sublicense the Platform or access to it or derive income from the use or provision of the Platform unless enabled through the functionality of our Platform;
- You may not interfere with or disrupt the Platform;
- You may not violate any law or regulation and you solely are responsible for such violations;
- You agree that you will not hold Run In All responsible for your use of our Platform; and
- You agree not to cause, or aid in, the disruption, destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a thirty party’s website, such as by requesting its removal from a search engine.
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Run In All reserves the right to suspend or terminate any account at any time without notice or explanation.
14. Vendor Content
Through the Platform Vendors may be able to transmit to the Customer information, including but not limited to data, written content, images, videos, or any other information (collectively “Vendor Content”). The Customer understands that Vendor Content may be inaccurate, unsubstantiated or possibly even incorrect. Run In All is not responsible for any Vendor Content. Further, Run In All is not responsible for any other errors in any Vendor Content displayed or any delays in displaying any Vendor Content. All Vendor Content is transmitted by the Vendor to Run In All and therefore the Vendor is solely responsible for its content. The Vendor Content represents the opinions and judgments of the applicable Vendor. Run In All neither endorses nor is responsible for the accuracy or reliability of any Vendor Content including any opinions, advice, or statements made on or through using the Run In All Platform. The Customer agrees that under no circumstances will Run In All be liable for any loss or damage caused by any Vendor Content or the Customer’s reliance on such content. If you have any questions regarding Vendor Content please contact your Vendor
15. User Content
Your ability to submit or transmit any information through the Platform, including but not limited to data, information, images, references, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. We provide industry standard security for our Platform but we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.
When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content and you have paid for or otherwise have permission to use any User Content submitted. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations.
When you submit any User Content to us, you grant Run In All, its partners, affiliates, users, representatives and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for the purposes of providing you any services associated with the Platform. Additionally, you grant to Run In All a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of our Platform.
16. User Content Guidelines
We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you. Please be aware that all User Content may be viewed by third parties, thus we cannot guarantee the confidentiality of any User Content.
When submitting any User Content you agree to the following:
- You agree that User Content submitted is truthful and accurate;
- You agree not to submit any User Content that contains any confidential information;
- You agree not to submit any User Content contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity;
- You agree not to submit any User Content that is considered spam; and
- You agree not to submit any User Content that may be considered: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.
If you have violated any of our User Content Guidelines or if we believe that any User Content may harm the Platform, your access to the Platform may be suspended or terminated.
17. Monitoring User Content
Run In All shall have the right, but not the obligation, to monitor all User Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Run In All shall have the right, but not the obligation, to remove any User Content that Run In All, at its sole discretion, identifies as being harmful. For example, we may remove User Content if we believe that any User Content may harm us or our business interests. We have no obligation to retain or provide you with copies of any User Content after your termination of this Agreement.
18. User Content Storage Limits and Usage Information
20. Platform Availability
Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform uses remote access and may not always be either 100% reliable or available. Only users who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.
21. Modification of Platform
We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.
22. Payments by Customer
Where a Customer purchases any Vendor Product, Customer agrees to pay for all costs and fees associated with such Vendor Product as stated within the Vendor Product Purchase Contract. Customer authorizes Run In All or its third party payment processors to charge their method of payment at the time of purchase, may process the transactions in installments, or place a hold on the payment method on file. Please be aware that purchases are completed via our third party payment processors. Where applicable, you must agree to our third party payment processors terms and conditions for processing payments. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, Run In All may suspend or terminate your access to the paid portions of the Platform, without liability to us.
Where Run In All does not charge Customer taxes, the Customer agrees to pay any and all applicable taxes for the purchase of any Vendor Products. Additionally, where requested by us, you agree to provide us tax documentation to support any claims of on-time tax payment.
24. Customer and Vendor Disputes
Where a Customer has a dispute with any Vendor, Customer agrees that dispute shall be solely resolved between the Customer and the Vendor. Run In All shall not be a party to such a dispute. At its discretion, Run In All may assist users in resolving such dispute. Where Run In All assists in any disputes the users agree to reasonably cooperate with any informational requests related to such a dispute.
25. User Account Holds
From time to time, Run In All may place a hold (“Hold”) on a user’s account. Some of the reasons that we may place a Hold on user’s account include but are not limited to the following: (1) if we have reason to believe that your use of the Platform or your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2) in the case of a Customer’s account, at the request of a Vendor or if the Customer has an ongoing dispute with a Vendor or Run In All; or (3) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend your access to the Platform while such Hold is in place.
26. Intellectual Property
The name “Run In All”, www.runinall.com, the Run In All Platform along with the design of the Run In All Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to Run In All, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Run In All reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution anything contained within the Platform unless we have given express written permission.
27. Idea Submission
Run In All or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Run In All. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Run In All’s products might seem similar to ideas you submitted to Run In All. If, despite our request that you not send us your ideas, you agree to the following: (1) your Submissions and their contents will automatically become the property of Run In All, without any compensation to you; (2) Run In All may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Run In All to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
During the term of this Agreement and for a period of one (1) year, user agrees not to pursue or engage in any transaction involving the involving the users met via the Platform or pursue any introduction of such user without the written consent of Run In All. Further user agrees that all communications regarding any potential transactions, requests for additional information, and discussions or questions regarding procedures will be submitted via the Platform and not directly to users outside of the Platform. In the event of non-compliance, breach, or threatened breach of this section by user, user agrees that Run In All shall be irreparably harmed and that money damages would not be a sufficient remedy, therefore, Run In All shall be entitled to seek equitable relief, including the right to seek injunction and specific performance, as a remedy for any such non-compliance, breach or threatened breach. Such remedies are not the exclusive remedies for a breach of this section by user or any of its Affiliates, but shall be in addition to all other remedies available at law or in equity to Run In All. If any restriction set forth in the this Section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or too broad in geographic area, it shall be interpreted to extend only to the maximum period of time, range of activities or geographic area as to which it may be enforceable.
During the Term of this Agreement, it may be necessary for a party (the "Disclosing Party'') during the term of this Agreement to provide the other party (the "Receiving Party'') with certain information that shall be treated as Confidential Information, as defined below.
- Confidential Information: “Confidential Information” shall mean for Run In All any information including any user information disclosed by Run In All to user, in any form including without limitation documents, client lists, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or affiliates of a party, or any information disclosed by third parties at the direction of Run In All, that is given the nature of the information or the circumstances surrounding disclosure, should be reasonably understood by user to be confidential. “Confidential Information” shall mean for user shall mean any information disclosed by user to Run In All, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party, or any information disclosed by third parties at the direction of user, marked as confidential within 15 days of such disclosure. Confidential Information shall however, exclude any information which (i) is/was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; or (v) is independently developed by the Receiving Party without use of Confidential Information.
- Nondisclosure: The Receiving Party agrees not to use any Confidential Information for any purpose except for the purposes of performing this Agreement, or as otherwise agreed in writing. Receiving Party agrees not to disclose any Confidential Information to third parties. Disclosure is permitted to Receiving Party’s personnel, the personnel of its affiliates, and its and their directors, advisors, auditors, governmental authorities or subcontractors, who may need to know such Confidential Information, and who are under a duty of confidentiality that are substantially similar to the confidentiality provisions contained within this Agreement. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information, and which are provided to the Receiving Party hereunder.
- Disclosure Under Law etc.: Notwithstanding anything stated herein, the Disclosing Party agrees that if the Confidential Information is required to be disclosed pursuant to any order or requirement from court, administrative or governmental agency, such Confidential Information can be disclosed, provided the Receiving Party gives, if legally permitted, the Disclosing Party a prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order under law.
- Maintenance of Confidentiality Information: The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information and shall take at least those measures that Receiving Party takes to protect its own Confidential Information and shall ensure that its Affiliates, and its and their employees, directors, contractors, advisors, who need to have access to Confidential Information are under a duty of confidentiality to the Receiving Party or its Affiliate, or sign or have signed non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such personnel. The Receiving Party shall not make copies of Confidential Information unless the same are reasonably necessary. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information and reasonably support Disclosing Party in taking necessary remedial action.
- Return/ Destruction: Upon the termination of this Agreement or where directed to by the Disclosing Party, all Confidential Information and all copies thereof which are in the possession of Receiving Party shall be promptly returned to the Disclosing Party on demand or destroyed in the manner so specified. Where any Confidential Information is destroyed, the Receiving Party shall certify such destruction in writing to the Disclosing Party.
- No License: Nothing in this section is intended to grant any license or other intellectual property rights in the Confidential Information of the other party.
- The obligations stated in this Section shall survive for three (3) year post termination or expiration of the term of the Agreement.
THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER RUN IN ALL, NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, AFFILITATES, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM; (2) ANY INFORMATION PROVIDED VIA THE PLATFORM; (3) ANY USER CONTENT OR VENDOR CONTENT, (4) ANY USER, (VENDOR or CUSTOMER), OR OTHER THIRD PARTY ENCOUNTERED ON THE PLATFORM, (5) ANY VENDOR PRODUCTS, OR (6) SECURITY ASSOCIATED WITH THE TRANSMISSION OF USER CONTENT OR INFORMATION TO RUN IN ALL, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, OR ERRORS.RUN IN ALL DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND RUN IN ALL SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
31. Limitation of Liability
IN NO EVENT SHALL RUN IN ALL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RUN IN ALL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO (1) YOUR USE OR INABILITY TO USE THE PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM, (2) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, (3) ANY INTERRUPTION, MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY, (5) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, OR (6) ANY ACTION TAKEN IN CONNECTION WITH ANY THIRD PARTY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY RUN IN ALL’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE LESSER OF THE TOTAL AMOUNT YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR TEN THOUSAND US DOLLARS.
You agree to defend, indemnify and hold harmless Run In All, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
- your use of and access to the Run In All Platform;
- your violation of any term of this Agreement; your interactions with any other users or third parties;
- or your violation of any third party right, including without limitation any copyright, property, or contractual right.
This defense and indemnification obligation will survive this Agreement and your use of the Run In All Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:
- Your name.
- The name of the party whose copyright has been infringed, if different from your name.
- The name and description of the work that is being infringed.
- The location on our Platform of the infringing copy.
- A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
- A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.
You must sign this notification and send it to our Copyright Agent: Copyright Agent of Run In All, firstname.lastname@example.org
In the event that you receive a notification from Run In All stating content posted by you has been subject to a DMCA takedown, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:Your name, address, email and physical or electronic signature.
- The notification reference number (if applicable).
- Identification of the material and its location before it was removed.
- A statement under penalty of perjury that the material was removed by mistake or misidentification.
- Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your internet is located (if you are not in the US).
- Your consent to accept service of process from the party who submitted the takedown notice.
Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice in accordance with the takedown notice instructions above.
34. Choice of Law
This Agreement shall be governed by the laws in force in the state of Texas. The offer and acceptance of this contract is deemed to have occurred in the state of Texas.
Any dispute relating in any way to your visit to the Platform or our Platform shall be submitted to confidential arbitration in Houston, TX. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where allowed by the Rules, Run In All may make any and all appearances telephonically or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Harris County, TX.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement you may have with Run In All are deemed to conflict with each other’s operation, Run In All shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
38. Assignment and Survival
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Licensing, Indemnification, and Arbitration sections.
Please be aware that upon termination of your account, access to portions of our Platform may be become immediately disabled. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated this Agreement or any of our Platform policies; or (3) if we believe that any of your actions may legally harm Run In All or our business interests, at our sole decision or discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.
40. Entire Agreement
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.
42. Electronic Communications
The communications between you and Run In All use electronic means, whether you visit the Platform or send Run In All e-mails, or whether Run In All posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Run In All in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Run In All provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
43. Relationship of the Parties
The parties to this Agreement are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and Run In All.
44. Export Controls
The Platform and any Products purchased and sold may not be exported, accessed, or used (1) by (or to a national or resident of) any country to which Canada or the U.S. has currently embargoed goods; (2) by anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders; or (3) by anyone restricted by the Canadian Department of Foreign Affairs, Trade & Development. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.
45. Platform Issues and Support
Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at email@example.com.
46. California Users
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Run In All must be sent to our agent for notice to: firstname.lastname@example.org
Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.