Master Services Agreement
RUNLAYER MASTER SERVICES AGREEMENT
This Master Services Agreement (“MSA” or “Agreement”) is entered into by and between Anysource, Inc. dba Runlayer (“Runlayer”), and the entity or individual identified in an Order Form that references this Agreement, or that otherwise accesses or uses the Services (“Customer”). Runlayer and Customer may be referred to individually as a “Party” and collectively as the “Parties”. This Agreement is effective as of the earlier of (a) the effective date specified in the applicable Order Form, or (b) the date Customer first accesses or uses the Services, as further described in Section 23 (Acceptance) (the “Effective Date”). Capitalized terms in this Agreement that are not otherwise defined have the definitions set forth in Section 21 (Definitions).
1. The Services
1.1. Order Form. Customer may subscribe to specific Services and related support pursuant to one or more order forms, statements of work, or similar ordering documents (each, an “Order Form”). Each Order Form will set forth, at a minimum, the (i) specific Services subscribed to by Customer (which may include some or all of the Runlayer platform features, depending on Customer’s selections), (ii) the hosting and/or deployment model, (iii) the fees for the Services, (iv) the subscription term for the applicable Services (the “Subscription Term”); and (v) related support services (“Support”), if applicable. The Services provided to Customer under this Agreement are limited to those expressly identified in the applicable Order Form, and no provision of this Agreement shall be construed to grant Customer rights to any Runlayer platform features or capabilities not so identified. Customer’s use of the Services is subject to any usage limits, subscription parameters, or other restrictions specified in the applicable Order Form and the Agreement.
1.2. Beta Services and Free Trials. Runlayer may make Beta Services and Free Trials, which Customer may elect to use at its discretion. Beta Services and Free Trials are provided for evaluation purposes only and may be subject to additional terms, but do not supersede, this Agreement. Beta Services are provided “as is” and without warranties or service commitments. Runlayer may modify, suspend, or discontinue Beta Services or Free Trials at any time in its sole discretion and without liability. Either party may terminate Customer’s access to any Beta Services or Free Trials at any time, with or without notice.
2. Access and Use
2.1. License Grant. Runlayer grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable right during the term of the applicable Order Form to access and use the Services in accordance with the Documentation and this Agreement solely for Customer’s internal business purposes. If the Services are deployed within Customer’s or a third party’s cloud environment or infrastructure at Customer’s direction, (a) Customer acknowledges that the Services are licensed, and not sold, to Customer and (b) Customer’s right to access, use, host, and operate the Services in such environment is limited to the applicable Subscription Term and automatically terminates upon expiration or termination of this Agreement or the applicable Order Form.
2.2. Administration of Customer’s Account. When creating an account to access the Services, Customer will designate an Authorized User to serve as administrator. The administrator may then grant access to additional Authorized Users, each with their own unique username and password. Customer is responsible for safeguarding the user IDs, passwords, and other access credentials of its Authorized Users, and must keep these credentials strictly confidential and not share them with any unauthorized person or entity. Customer shall remain responsible for all acts and omissions occurring under its own or its Authorized Users’ access credentials.
2.3. Suspension of Services. Runlayer may immediately suspend or limit Customer or any of its Authorized Users’ access to the Services if in Runlayer’s reasonable judgment, exercised in good faith: (a) Customer or its Authorized Users’ use of the Services imminently threatens the security, integrity or availability of the Services; (b) Customer materially breaches this Agreement; or (c) suspension is required to comply with Applicable Law. Runlayer will use commercially reasonable efforts to provide prior notice of any suspension where practicable. Runlayer will have no liability for any suspension made in accordance with this section. Unless the Agreement is terminated earlier in accordance with Section 11 (“Termination”), Runlayer will as quickly as reasonably practicable, restore Customer’s access to the Services once it verifies that Customer has resolved the condition requiring suspension.
2.4. Change of Services and Future Functionality. Customer acknowledges that Runlayer may change the features and functions of the Services and update the applicable Documentation over time. Provided that the overall functionality and security of the Services does not materially decrease, Runlayer reserves the right to change, discontinue, delete, or deprecate any product, feature, or support that may be made available to Customer. Runlayer’s provision and Customer’s purchase of the Services is not contingent upon the delivery of any future functionality or features, or dependent on any oral or written public comments made by Runlayer, its Affiliates, or any of their respective representatives regarding future functionality or features.
3. Customer Responsibilities
Customer shall be responsible for: (a) its and its Authorized Users’ compliance with the Agreement and Documentation, (b) using commercially reasonable efforts to prevent the unauthorized access to or use of the Services; and (c) obtaining all legally required consents and permissions from its end users, providing all legally required notices and disclosures, and otherwise ensuring that Customer has all necessary rights and lawful bases under Applicable Data Protection Laws for the submission, Processing, and transfer of Customer Data to Runlayer in connection with the Services.”
4. Third-Party Integrations
4.1. Use of Third-Party Integrations. Customer may, in its sole discretion, procure the use of Third-Party Integrations in connection with its use of the Services. Any acquisition and/or use by Customer of such Third-Party Integration is solely the responsibility of Customer and the applicable Third-Party Integration provider. Runlayer is not responsible for the operation, availability, security, or confidentiality of any Third-Party Integration, or for any issues arising from or relating to any such use by Customer. For the avoidance of doubt, Customer is solely responsible for: (a) any configuration or deployment of the Third-Party Integration; (b) the security and operation of the Third-Party Integration; and (c) compliance with the applicable third-party’s terms and conditions for use of the Third-Party Integration.
4.2. License to Process Customer Data with Third-Party Integrations. If Customer chooses to use Third-Party Integration, Customer acknowledges that the interoperation of the Third-Party Integration and the Services may require the exchange of Customer Data, and Customer hereby grants Runlayer permission to allow the Third-Party Integrations and its provider to access, transmit, modify, or delete any such Customer Data as required for such interoperation. Runlayer shall not be responsible for any use, disclosure, modification, or deletion of such Customer Data or for any act or omission on the part of the Third-Party Integration or its provider. Runlayer cannot guarantee the continued availability of interoperability of any Third-Party Integration with the Services and may cease providing interoperation with a Third-Party Integration without entitling Customer to any refund, credit, or other compensation. Providers of Third-Party Integrations shall not be considered subcontractors or Subprocessors of Runlayer as defined in Runlayer’s Data Protection Agreement, available at: https://runlayer.com/legal/ (“DPA”).
5. License Restrictions
Customer and its Authorized Users will not, and will not permit any third party to, directly or indirectly: (a) use the Services in violation of Applicable Law, or to transmit, submit, collect, process, host, or store Restricted Data or malicious code; (b) interfere with, disrupt, or degrade the integrity, performance, or availability of the Services, or bypass or circumvent any access controls, usage limits, or other restrictions of the Services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, algorithms, or underlying technology of the Services; (d) use the Services, Customer Results, Documentation, or any observation of, access to, or information derived from the Services to develop, train, test, improve, or design any competing or substantially similar product, service, methodology, model, workflow, or capability, including any threat detection, classification, or security analytics product or service, or to benchmark the Services without Runlayer’s prior written consent; or (e) modify, translate, create derivative works from, copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any underlying software (collectively, “License Restrictions”).
6. Fees; Payment; Invoicing
6.1. Fees. Customer will pay all fees set forth in each applicable Order Form. Usage-based fees are invoiced in arrears based on actual usage. Except as expressly stated in this Agreement, all Fees are non-cancelable and non-refundable.
6.2. Invoicing and Payment Terms. Unless otherwise specified in an Order Form, all Fees are due within thirty (30) days of the invoice date. Customer authorizes Runlayer to charge any approved payment method for Fees when due and is responsible for any applicable processing or transaction charges imposed by third-party payment providers.
6.3. Late Payments. Undisputed amounts not paid when due will accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, if lower, from the due date until paid in full. In addition, if Customer fails to pay undisputed Fees when due, Runlayer may, upon notice, immediately suspend Customer’s access to and use of the Services until such Fees (including accrued interest) are paid in full. Customer will reimburse Runlayer for reasonable costs of collection (including reasonable attorneys’ fees) for undisputed amounts that remain unpaid.
6.4. Taxes. Fees are exclusive of all applicable taxes, duties, or similar governmental assessments and Customer is responsible for all taxes associated with its purchases under this Agreement. If withholding is required by law, Customer may withhold such amounts as required, provided that it promptly provides reasonable documentation to Runlayer.
6.5. Usage-Based Fees. Where applicable, usage-based Fees will be calculated based on Runlayer’s reasonable measurement of Customer’s consumption in connection with the Services to be invoiced as set forth in the applicable Order Form.
6.6. Fee Disputes. Customer must notify Runlayer in writing of disputed Fees within ten (10) calendar days of the date of the applicable invoice, specifying a good-faith basis of the dispute. Customer will pay all undisputed amounts when due, and the parties will work in good faith to resolve any disputed amounts.
6.7. Order Renewals. Unless otherwise stated in the applicable Order Form, subscriptions will automatically renew. Runlayer may adjust Fees for any renewal term as specified in the applicable Order Form or, if not specified, by up to five percent (5%) per renewal term.
7. Proprietary Rights; Feedback
7.1. Customer Data License. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants Runlayer a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to access, use, process, analyze, copy, store, transmit, and display Customer Data in connection with providing, operating, securing, improving, and monitoring, the Services. Runlayer shall not disclose Customer Data to any other customer, and any such processing will be performed in accordance with Applicable Laws.
7.2. Feedback. Customer may provide Feedback and Runlayer will have full discretion to determine whether or not to use the Feedback. Customer hereby grants Runlayer a worldwide, perpetual, irrevocable, royalty-free right to use, modify, incorporate, and otherwise fully exercise and exploit any such Feedback into its products and services, without any obligation to compensate or reimburse Customer for the use of the Feedback.
7.3. Reservation of Rights. Runlayer and its licensors retain all right, title, and interest in and to the Services, Services Telemetry, and all underlying technology, software, platforms, models, algorithms, workflows, architectures, interfaces, APIs, Documentation, related materials, and all improvements, enhancements, modifications, and derivative works thereof and may use the same for its business purposes, including the operation, evaluation, security and improvement of the Services and related functionality. No rights are granted to Customer under the Agreement except as expressly set forth herein.
8. Confidential Information
8.1. “Confidential Information” means any information or data in any form or medium (whether oral, written, electronic, or otherwise) disclosed by either party that is marked or otherwise designated as confidential or proprietary at the time of disclosure or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding its disclosure. Runlayer Confidential Information includes, without limitation, the Services, Documentation, models, algorithms, software, product features and functionality, technical information, and any related materials or non-public information regarding the Services. Customer’s Confidential Information includes Customer Data. However, the confidentiality obligations in this section shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the receiving Party; (c) was lawfully received from a third-party who was not subject to any restriction on disclosure; or (d) was independently developed without use of the disclosing Party’s Confidential Information.
8.2. Each Party agrees that it will use Confidential Information of the other party solely in accordance with the terms of the Agreement and to protect the other Party’s Confidential Information and not disclose such Confidential Information to any third party without the other party’s prior written consent, except as otherwise permitted hereunder.
8.3. Notwithstanding the foregoing, a party may disclose the Confidential Information of the other party: (a) to its and its Affiliates’ employees, officers, directors, contractors, consultants, agents, advisors, and other representatives who have a need to know such Confidential Information for purposes of this Agreement and who are bound by written or professional obligations of confidentiality at least as protective as those set forth herein (“Representatives”); provided that the Receiving Party will be responsible for any breach of this Section by such Representatives, and (b) as required by law (in which case the receiving party will, to the extent legally permitted, notify the disclosing party within a reasonable time prior to such access or disclosure so as to provide the disclosing party with the opportunity to contest such disclosure or otherwise seek appropriate protective measures, and will use reasonable efforts to minimize such disclosure to the extent permitted by Applicable Law).Neither party will disclose the terms of the Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential parties to a bonafide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that the party to whom the terms are disclosed is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein. Each party agrees to safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information, and in no event less than a reasonable degree of care. In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief in any competent court without waiving any other rights or remedies available to it, and the non-breaching party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in seeking or obtaining such relief. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in the Agreement.
8.4. Upon termination or expiration of this Agreement, or upon the disclosing party’s earlier written request, the receiving party will return or delete the disclosing party’s Confidential Information within the receiving party’s or its Representative’s possession; except that the receiving party may retain the disclosing party’s Confidential Information (a) as required by Applicable Law, (b) in routine backup or archival systems, in which case such Confidential Information will be deleted in the ordinary course of the Receiving Party’s backup or archival cycle, or (c) as otherwise expressly permitted under this Agreement. The receiving party’s confidentiality obligations under this Section will continue to apply to any retained Confidential Information for so long as such information is retained.
9. Data Protection and Security
Runlayer will maintain administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, disclosure, loss, alteration, or destruction, consistent with generally accepted industry standards and as further set forth in the Runlayer Information Security Addendum available at: https://runlayer.com/legal. To the extent Customer Data includes Personal Data, such processing will be performed in accordance with the Runlayer Data Processing Addendum available at https://www.runlayer.com/legal.
10. Use of Subcontractors
Runlayer may use third-party service providers (including cloud hosting providers and other infrastructure or support vendors) to perform or support the performance of the Services (“Subcontractors”). Runlayer will remain responsible for the acts and omissions of its Subcontractors in the performance of the Services to the same extent as if performed by Runlayer itself.
11. Termination
11.1. Term. The term of this Agreement will begin on the Effective Date and will continue until terminated in accordance with this Section 11.
11.2. Termination for Cause. Either Party may terminate this Agreement or any Order Form: (a) upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach or (b) upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, receivership, or similar proceeding that is not dismissed within sixty (60) days. If the Agreement is terminated as a result of a material breach by Runlayer, then Runlayer will refund any prepaid fees covering the unused portion of the affected Services for the applicable Subscription Term. If the Agreement is terminated as a result of a material breach by Customer, then Customer shall pay in full all remaining fees payable through the remainder of each outstanding Order Form; or if Customer has prepaid any fees, then those fees are nonrefundable.
11.3. Effect of Termination. Upon termination or expiration of this Agreement or any Order Form: (a) Runlayer shall discontinue providing the Services to Customer; (b) Customer shall immediately cease all use of the Services and immediately delete, destroy, or disable all copies of the Services and any related software, containers, images, models, Documentation, credentials, and other materials provided by, or on behalf of, Runlayer that are in Customer’s possession or control. Upon Runlayer’s written request, Customer shall provide a written certification, signed by an authorized representative, confirming its compliance with the foregoing obligations.
11.4. Survival. Provisions that by their nature should survive termination will survive, including those relating to intellectual property, confidentiality, license restrictions, warranties, indemnification, and limitation of liability.
12. Representations and Warranties
12.1. Mutual Warranty. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (b) it has full authority to enter into and perform its obligations under this Agreement; and (c) it will comply with applicable laws in the performance of its obligations under this Agreement.
12.2. Runlayer Service Warranty. Runlayer warrants that the Services, when used by Customer in compliance with this Agreement and Documentation, will materially conform to the specifications set forth in the Documentation (“Service Warranty”). If Customer notifies Runlayer in writing of a reproducible failure of the Services to conform to this warranty, Runlayer will correct the non-conformity or provide a commercially reasonable workaround. If Runlayer determines that it cannot correct the non-conformity in a commercially reasonable time, Customer may terminate the affected Order Form upon written notice, and Runlayer will refund Customer its unused prepaid Fees on a pro rata basis for the remainder of the applicable Subscription Term. This Section 12.2 sets forth Customer’s exclusive remedy and Runlayer’s exclusive liability for any breach of the Service Warranty herein.
12.3. Exclusions. In addition to the disclaimers set forth in Section 12.4, the Service Warranty does not apply to: (a) Customer’s use of the Services in breach of this Agreement or the Documentation; (b) modifications to the Services made by or on behalf of Customer and not authorized by Runlayer; (c) failures caused by Third-Party Integrations or any other third-party cloud environments or infrastructure, systems, networks, models, or integrations not provided by Runlayer; or (d) Beta Services or Free Trials.
12.4. Disclaimer. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUNLAYER PROVIDES THE SERVICES (INCLUDING ANY MODELS, ANALYSES, OR RECOMMENDATIONS PRODUCED BY THE SERVICES) AND ANY RELATED SUPPORT “AS IS” AND “AS AVAILABLE”. RUNLAYER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. RUNLAYER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THE SERVICES OR ANY CUSTOMER RESULTS WILL DETECT, PREVENT, OR OTHERWISE ADDRESS ALL THREATS, VULNERABILITIES, OR SECURITY INCIDENTS, OR THAT ANY CUSTOMER RESULTS WILL BE ACCURATE, COMPLETE, OR RELIABLE.
13. Indemnification
13.1. Runlayer Indemnity. Runlayer will defend Customer against any third-party claim alleging that the Services, as provided by Runlayer and used by Customer in accordance with this Agreement, infringe or misappropriate such third-party’s intellectual property rights, and will indemnify Customer from any damages and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or agreed in settlement by Runlayer. Runlayer’s indemnification obligations under this Section 13.1 do not apply to claims arising from or relating to: (a) Customer Data; (b) Customer’s use of the Services in combination with Third-Party Integrations or any products, data, or services not provided by Runlayer; (c) modifications made by or on behalf of Customer and not authorized by Runlayer; or (d) Customer’s use of the Services in violation of this Agreement. If the Services become, or in Runlayer’s reasonable judgment are likely to become, the subject of such a claim, Runlayer may, in its sole discretion, either: (i) obtain the right for Customer to continue using the Services; (ii) modify or replace the Services to make them non-infringing; or (iii) terminate the affected Services and refund any prepaid Fees for the unused portion of the applicable Subscription Term. This Section 13.1 sets forth Runlayer’s sole and exclusive obligations, and Customer’s sole and exclusive remedy, with respect to any third-party claim of intellectual property infringement or misappropriation arising out of the Services.
13.2. Customer Indemnity. Customer will defend, indemnify, and hold harmless Runlayer from any third-party claim, and all resulting damages and reasonable attorneys’ fees, to the extent arising from or relating to: (a) Customer Data, (b) violation of Applicable Laws and (c) breach of Section 5 (License Restrictions).
13.3. Indemnification Procedures. For any indemnifiable claim, the indemnified Party will: (a) provide prompt written notice of the claim; and (b) provide reasonable cooperation in the defense of the claim at the indemnifying Party’s expense. The indemnified Party shall have the right, at its own expense, to participate in the defense of any indemnifiable claim with counsel of its choosing, subject to the indemnifying Party’s right to control such defense. The indemnifying Party will not settle any indemnifiable claim in a manner that imposes liability or obligations on the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld or delayed).
14. Limitation of Liability
14.1. Exclusion of Consequential Damages. EXCLUDING CLAIMS ARISING OUT OF, OR RELATING TO: (i) A PARTY’S INDEMNIFICATION OBLIGATIONS, (ii) A PARTY’S MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR (iii) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (“EXCLUDED CLAIMS”), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, PROCUREMENT OF SERVICES, OR ANY LOSS OF PROFITS, LOSS OF REVENUE OR BUSINESS, LOSS OF DATA, OR LOSS OF GOODWILL ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF SUCH DAMAGES IN ADVANCE.
14.2. GENERAL CAP. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS AND A PARTY’S MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE RELEVANT SERVICES UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (“GENERAL CAP”). NOTWITHSTANDING THE FOREGOING, ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO SECTION 13.1 (RUNLAYER INDEMNITY) SHALL REMAIN SUBJECT TO THE GENERAL CAP SET FORTH HEREIN. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 14.2, A PARTY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 14, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, RUNLAYER’S MAXIMUM LIABILITY RELATING TO FREE TRIALS IS LIMITED TO ONE THOUSAND US DOLLARS ($1,000 USD).
15. Amendments/Updates
No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by an authorized representative of each Party.
16. Governing Law
This Agreement and any dispute arising out of or related to the Services will be governed by the laws of the State of New York, without regard to its conflict of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York, New York, and the parties hereby consent to the personal jurisdiction and venue therein.
17. Assignment
Neither party may assign its rights or any obligations under this Agreement or any Order Form without the other party’s prior written consent, which shall not be unreasonably withheld; provided that, either party may assign this Agreement, in whole or in part, (a) to an Affiliate or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets upon notice to the other party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns. Any attempted assignment in contravention of this Section 17 shall be null and void.
18. Force Majeure
Neither Party will be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by circumstances that are unforeseeable and beyond such Party’s reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, labor disputes, failures of utilities or telecommunications, Internet or hosting outages, hardware, software, or power systems not provided by the affected Party, denial of service or other cyber attacks against the affected Party’s systems, epidemics or pandemics, or governmental actions (each, a “Force Majeure Event”). The affected Party will promptly notify the other Party of the Force Majeure Event and will use commercially reasonable efforts to resume performance as soon as practicable.
19. Publicity
Runlayer may use Customer’s name, logo and other references, including customer lists, marketing, and case studies, subject to Customer’s prior written approval (email sufficient), which will not be unreasonably withheld or delayed.
20. Notices
All notices under this Agreement must be in writing. Runlayer may provide notice to Customer through the email address in Customer’s account. Notices are deemed given when received, if transmitted by email, except notices sent by certified mail shall be deemed received three (3) business days after mailing. Notices to Runlayer must be sent to the following: [email protected]; [email protected]. Customer’s notice address is the address designated in the applicable Order Form.
21. Definitions
21.1. “Agreement” means collectively, the MSA, the DPA, Order Forms (each as defined in this Agreement) and any exhibit, and any ancillary agreements entered into between the parties and amendments to any of the foregoing.
21.2. “Applicable Law(s)” means all federal, state, local, and foreign laws and regulations that are directly applicable to a party in performing its obligations under this Agreement, including applicable export control and sanctions laws.
21.3. “Authorized User” means any individual Customer invites, authorizes or otherwise uses or access the Services under Customer’s account, including employees or contractors of Customer and its Affiliates.
21.4. “Beta Services” means products, services, integrations, functionality or features that are not generally available, but that Runlayer may make available to Customer to try at Customer’s discretion, which may be described as “alpha,” “beta,” “pilot,” “labs,” “limited release,” “developer preview,” “non-production,” “early-stage”, or other similar description.
21.5. “Customer Data” means any data, content, information, or materials submitted to or otherwise made available to the Services by or on behalf of Customer, together with Customer Results.
21.6. “Customer Results” means data, including alerts, analyses, summaries, recommendations, classifications, scans, scores, reports, or other outputs generated by the Services and made available to Customer, in each case derived from Customer Data as processed by the Services, but does not include Services Telemetry or any dashboards for displaying results or other components of the Services used or provided by Runlayer.
21.7. “Documentation” means the written or online user guides, instructions, technical specifications, and other documentation provided or made available by Runlayer for the Services, as may be updated from time-to-time.
21.8. “Feedback” means feedback, suggestions, comments, improvements, requests, or other ideas or assessments which Customer, its Authorized Users or end users may provide to Runlayer relating to features, functionality or the operation of the Services.
21.9. “Free Trials” means generally available products, services, integrations, functionality or features that Runlayer makes available to Customer to try at Customer’s discretion, for no additional fee, which may be designated as “trial,” “free trial,” “evaluation,” “proof of concept (POC),” “proof of value (POV),” or other similar designation.
21.10. “Personal Data” means any information relating to an identified or identifiable natural person within the meaning of Applicable Data Protection Laws, submitted to the Services by, or on behalf of, Customer.
21.11. “Restricted Data” means any Customer Data that includes any of the following types of Personal Data: (a) Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act of 1996; (b) payment card data subject to PCI DSS, including credit or debit card information, personal bank account numbers, and card verification values, (c) government classified information, or information subject to U.S. or foreign export controls (other than ordinary commercial encryption) or (d) sensitive Personal Data, as defined in applicable federal or state laws, or global regulatory frameworks.
21.12. “Services” means Runlayer’s AI infrastructure security platform generally made available by Runlayer to observe, govern, and secure model context protocol (MCP) servers, agents, tools, and related systems.
21.13. “Services Telemetry” means data and information generated by or arising from the use, operation, or performance of the Services, including performance metrics, feature usage data, system event data, diagnostic data, and error and exception reports, in each case maintained in de-identified and/or aggregated form, such that it does not identify or reasonably permit the identification of any individual. Runlayer will not attempt to re-identify Services Telemetry. Services Telemetry does not include Customer Data, Customer Results, or Personal Data.
21.14. “Third-Party Integration” mean any non-Runlayer system, tool, product, service, or software application, whether web-based, mobile, offline, or otherwise, that Customer chooses to integrate or use with the Services. Third-Party Integrations include customer-provided application programming interface keys or credentials for third-party large language model or other artificial intelligence services that Customer elects to use in connection with the Services.
22. Entire Agreement; Order of Precedence.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. The Parties agree that this Agreement, including all exhibits, constitutes the complete and exclusive statement of the mutual understanding between the Parties and supersedes and cancels all prior or contemporaneous proposals, understanding and agreements relating to the subject matter of the Agreement (including, with respect to the subject matter hereof, any non-disclosure or confidentiality agreement previously entered into between the parties and any online terms of service or click-through agreements within the Services). In the event of a conflict between this MSA and any Order Form,: (a) an Order Form controls over the Agreement, but solely to the extent the Order Form expressly references this Agreement and states the Parties’ specific intent to modify it; (b) an Amendment controls over the Agreement solely with respect to the subject matter expressly provided by such Amendment; (c) the DPA controls over the MSA with respect to Personal Data; (d) otherwise, the Agreement controls over all exhibits and other documents.
23. Acceptance
This Agreement becomes binding on Customer upon Customer’s execution of an Order Form that references this Agreement. If Customer accesses or uses the Services before executing an Order Form, or continues to access or use the Services after the Subscription Term under an executed Order Form has ended, such access or use constitutes Customer’s acceptance of this Agreement to the same extent as execution of an Order Form. If the individual executing an Order Form, or otherwise accessing or using the Services, does so on behalf of an entity, that individual represents that they have authority to bind that entity, and “Customer” refers to that entity.