Terms of Service

1. Definitions; Eligibility; Account Responsibility

1.1 Definitions

For purposes of these Terms:

• "Service" means the RunSales website, applications, software, APIs, integrations, and all related services provided by RunSales.
• "You" or "Customer" means the individual user accessing the Service, or, if the Service is being used on behalf of a company or other legal entity, that company or legal entity.
• "User Data" means any data, information, content, files, documents, transcripts, emails, CRM exports, notes, or other materials that you submit, upload, transmit, or otherwise make available to or through the Service.

If you use the Service on behalf of an organization, you represent and warrant that you are authorized to bind that organization to these Terms and that you accept these Terms on the organization's behalf.

1.2 Eligibility

You may use the Service only if:

• You are at least 18 years old
• You have the legal capacity to enter into a binding contract
• You are not barred from using the Service under applicable law

If you are using the Service in your individual capacity, you acknowledge that it is your responsibility to determine whether your employer permits such use. RunSales does not and will not verify your employer's policies.

1.3 Accounts and Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Promptly notifying RunSales at legal@runsales.ai of any unauthorized access or use

RunSales is not liable for any loss or damage arising from unauthorized use of your account.

2. User Data and Authorization

2.1 Your Data, Your Responsibility

You understand and agree that you are solely responsible for any User Data you submit to or through the Service. This includes, without limitation:

• Prospect and customer information
• Contact details, notes, and call transcripts
• CRM exports
• Internal documents, strategy notes, and playbooks
• Any other data relating to your sales activities

2.2 Representations and Warranties Regarding User Data

You represent and warrant that:

• You have all rights, permissions, consents, and authority necessary to submit User Data to the Service
• Your submission and use of User Data does not and will not violate any law, regulation, contract, employment agreement, non-disclosure agreement, privacy policy, internal corporate rule, or third-party right
• You will not submit any User Data that you are not authorized to share

RunSales has no obligation to verify whether you are authorized to upload or share User Data belonging to your employer, customers, prospects, partners, or any other third party. You assume all risk and liability for User Data you choose to submit.

2.3 Data Governance and Employer Policies

If you use the Service on behalf of a company or in connection with your employment, you acknowledge and agree that:

• Your employer or organization, and not RunSales, is solely responsible for managing internal permissions, data governance, and compliance obligations relating to your use of the Service
• RunSales is not responsible for verifying whether your use of the Service complies with any policy, contract, confidentiality obligation, or data-handling rule imposed by your employer or any applicable third party

2.4 Indemnification for User Data

You agree to indemnify, defend, and hold harmless RunSales and its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your User Data
• Your use of the Service
• Your violation of these Terms
• Your violation of any law or any third-party right
• Any claim by your employer, customers, or any third party arising from your submission of User Data without proper authorization

3. Description of the Service

The Service is an AI-powered sales enablement and coaching platform that may assist with, among other things:

• Deal analysis and methodology-based coaching
• Identification of potential risks, gaps, and next steps in a deal cycle
• Drafting sales communications, including emails, follow-ups, internal summaries, and meeting prep
• Generating sales artifacts such as call recaps, action lists, and ROI narratives
• Aggregating and analyzing sales activity data
• Integrating with third-party tools, including CRM systems and collaboration platforms

All descriptions of the Service are for informational purposes only and do not guarantee any particular functionality or outcome.

4. AI Output and Disclaimer of Responsibility

4.1 AI Outputs Are Suggestions, Not Advice

The Service uses artificial intelligence and machine learning models to generate content and suggestions. You acknowledge and agree that:

• AI-generated outputs may be inaccurate, incomplete, misleading, offensive, or otherwise inappropriate
• Outputs are suggestions only and do not constitute professional, legal, financial, compliance, or other advice
• Outputs may not reflect the actual policies, requirements, or preferences of your employer, customers, or regulators
• You are solely responsible for reviewing, validating, and verifying any outputs before relying on or using them

4.2 Your Decisions, Your Risk

Any decisions or actions you take based on AI outputs from the Service are entirely at your own risk. RunSales is not responsible for:

• Lost deals
• Pricing errors
• Miscommunications
• Compliance failures
• Any other consequences of your use of AI outputs

You must exercise your own independent judgment.

5. Acceptable Use; Prohibited Conduct

You agree not to:

1. Access or use the Service in any manner that violates any applicable law or regulation
2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying models, algorithms, or structures of the Service
3. Use the Service for competitive benchmarking, model training, scraping, or developing directly competing products
4. Circumvent or attempt to circumvent any security or access controls
5. Upload or transmit any viruses, malware, or harmful code
6. Upload or transmit any User Data that is illegal, infringing, defamatory, fraudulent, or otherwise objectionable
7. Upload protected health information as defined under HIPAA, government-classified information, or export-controlled data without having all necessary authorizations
8. Use the Service for any high-risk activities where failure of the Service could lead to death, personal injury, or severe environmental or property damage

RunSales may determine, in its sole discretion, whether your use of the Service violates these Terms and may take any appropriate action, including suspension or termination.

6. Modifications to the Service and Terms

RunSales may, at any time and without liability to you:

• Modify, suspend, or discontinue the Service or any feature or component
• Impose or change limits on certain features or restrict access to parts or all of the Service
• Introduce new features that may be subject to additional fees

RunSales may modify these Terms at any time. If we make material changes, we will post the updated Terms on the website and update the "Last Updated" date. Your continued use of the Service after any changes constitutes your acceptance of the updated Terms.

RunSales may change pricing or fees upon at least 30 days' notice, which may be provided by email or through the Service.

7. Fees and Payment

If you purchase access to the Service:

• All fees are due in advance unless otherwise specified in an order form
• All fees are non-refundable except as expressly stated in an order form or required by law
• You authorize RunSales or its third-party payment processors to charge your payment method for all applicable fees
• RunSales may suspend or terminate your access to the Service for non-payment

RunSales may, in its sole discretion, grant credits, discounts, or refunds, but is under no obligation to do so.

8. Intellectual Property and Data Rights

8.1 Ownership

RunSales and its licensors own all right, title, and interest in and to the Service, including all:

• Software, technology, code, and infrastructure
• Models, prompts, algorithms, and workflows
• Documentation and training materials
• Usage data, analytics, and aggregated or anonymized statistics
• All improvements, modifications, and derivative works thereof

8.2 User Data

As between you and RunSales:

• You retain ownership of your User Data
• You grant RunSales a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, host, store, reproduce, modify, process, transmit, and display your User Data solely as necessary to provide, operate, maintain, and secure the Service

RunSales may use anonymized or aggregated information derived from User Data without restriction, including for analytics, benchmarking, and improving the Service.

9. Privacy

Your use of the Service is subject to the RunSales Privacy Policy, which describes how we collect, use, and share personal data. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

If you use the Service in an individual capacity, our Privacy Policy applies to your personal data. If you use the Service on behalf of a company, that company is responsible for providing all necessary privacy notices and obtaining any required consents from its personnel and other data subjects before their personal data is submitted to the Service.

10. Termination and Suspension

10.1 Termination by RunSales

RunSales may, at its sole discretion:

• Suspend or terminate your access to the Service, in whole or in part, at any time with or without cause, upon notice to you
• Immediately suspend or terminate your access if we believe that you have violated these Terms, pose a security or legal risk, have engaged in fraud, abuse, or misuse of the Service, or continued provision of the Service to you is not commercially or legally viable

All fees paid are non-refundable, and RunSales is under no obligation to provide any refund or credit upon termination, except as expressly required by law.

10.2 Effect of Termination

Upon termination of your account or access to the Service:

• Your right to use the Service immediately ceases
• RunSales has no obligation to maintain or provide any User Data beyond any period required by law or its internal policies
• Sections of these Terms that by their nature should survive termination shall survive, including: ownership, disclaimers, limitation of liability, indemnification, and dispute resolution

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

RunSales expressly disclaims all warranties including:

• WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• TITLE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR COMPLETENESS
• AVAILABILITY, UPTIME, OR SECURITY

RunSales does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components. RunSales does not warrant or make any representations regarding the accuracy or reliability of any AI-generated outputs.

You assume all risk for your use of the Service.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• RUNSALES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION
• RUNSALES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (a) THE AMOUNT YOU PAID RUNSALES FOR THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED U.S. DOLLARS (USD $100), IF YOU HAVE NOT PAID ANY FEES

These limitations apply regardless of the cause of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if a remedy fails of its essential purpose.

Some jurisdictions do not allow certain disclaimers or limitations of liability, so some of the above may not apply to you. In such jurisdictions, RunSales' liability will be limited to the maximum extent permitted by law.

13. Indemnification

In addition to the indemnification in Section 2.4, you agree to indemnify, defend, and hold harmless RunSales and its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of the Service
• Your violation of these Terms
• Your violation of any law, rule, or regulation
• Your violation of any third-party right, including any intellectual property, privacy, or contractual rights

RunSales reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate as reasonably requested in the defense of such claims.

14. Dispute Resolution; Arbitration; Class Action Waiver

14.1 Mandatory Arbitration

Except as expressly provided otherwise in these Terms, any dispute, claim, or controversy arising out of or relating to these Terms or the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, before a single arbitrator.

The arbitration will be held in Wilmington, Delaware, unless the parties agree otherwise. The language of the arbitration will be English.

14.2 Class Action Waiver

You and RunSales agree that arbitration shall be conducted only on an individual basis. Neither party shall bring claims as a plaintiff or class member in any purported class, collective, consolidated, or representative action.

If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, and disputes shall be resolved exclusively in the courts specified in Section 15.

14.3 Small Claims Court

Either party may bring an individual action in small claims court in Delaware for disputes or claims within the jurisdictional limits of that court, instead of arbitration.

14.4 One-Year Limitation

Any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action arose. Otherwise, the claim is permanently barred.

15. Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Subject to the arbitration provisions above, the exclusive venue for any action arising out of or relating to these Terms or the Service shall be:

• The Delaware Court of Chancery, or
• The United States District Court for the District of Delaware

You consent to the personal jurisdiction of these courts.

16. Third-Party Services and Integrations

The Service may integrate or interoperate with third-party services, APIs, or platforms (including CRM systems, calendar tools, email providers, and call recording platforms). RunSales does not control and is not responsible for:

• The availability, accuracy, or behavior of any third-party services
• Any data or content provided by such third parties
• Any changes or outages in third-party services

Your use of third-party services is subject to their own terms and privacy policies. You assume all risk related to your use of third-party services and integrations.

17. Force Majeure

RunSales will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, failures of telecommunications or internet service providers, cyberattacks, infrastructure failures, regulatory changes, or other events beyond RunSales' control.

18. Miscellaneous

Severability. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

No Waiver. Any failure by RunSales to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms or any rights or obligations under these Terms, whether by operation of law or otherwise, without RunSales' prior written consent. RunSales may assign or transfer these Terms, in whole or in part, without restriction or notice to you.

Entire Agreement. These Terms, together with any order forms and the Privacy Policy, constitute the entire agreement between you and RunSales regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings.

No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

Notices. RunSales may provide notices to you by email, through the Service, or by posting on runsales.ai. You agree that all such notices satisfy any legal requirement that such communications be in writing.