These Terms of Service ("Terms") govern your access to and use of The Run System ("TRS" or the "Service") provided by Run With Ops Ltd, a company registered in England and Wales with company number 16939192 and registered office at Flat 2 Bluebolt House, 4 Bickerton Road, London N19 5JR ("RWO", "we", "us", "our").

By signing up for a free trial, subscribing to TRS, or otherwise accessing or using the Service, you agree to these Terms. If you are agreeing on behalf of a company or other legal entity, you confirm you have authority to bind that entity, and "Customer" or "you" refers to that entity.

The Service is intended for business use only. If you are an individual entering into these Terms in a personal (non-business) capacity, please do not sign up.

For any enterprise customer who has signed a separate Master Services Agreement ("MSA") or Order Form with us, that document prevails over these Terms to the extent of any conflict.

1. Definitions

"Authorised User" means an employee, contractor or agent of the Customer who is permitted to access the Service under the Customer's subscription.

"Customer Data" means all data, content, files, configurations, credentials, instructions and other materials uploaded to or generated within the Service by or on behalf of the Customer.

"DPA" means the Data Processing Addendum available at therunsystem.com/dpa, incorporated into these Terms by reference.

"Documentation" means the user-facing documentation we publish for the Service.

"Fees" means the subscription fees set out in your Order Form, online sign-up flow or the pricing page at therunsystem.com/#pricing.

"Order Form" means an online sign-up confirmation, written quotation, statement of work or other ordering document signed or accepted by both parties.

"Subscription Term" means the period of your paid subscription as set out in your Order Form or sign-up confirmation.

"Third-Party Platform" means any third-party advertising platform, ad server, analytics tool, hosting service or other system you connect to TRS, including Meta, Google Ads, CM360, DV360, LinkedIn Marketing, TikTok Marketing, Reddit Ads and Snapchat Ads.

"Trial Period" has the meaning given in clause 4.

2. The Service

We provide TRS as a software-as-a-service offering that automates paid-media execution tasks, including media-plan ingestion, taxonomy enforcement, trafficking sheet generation, creative-matrix QA, pacing checks, weekly reporting and connected-platform activation.

We will provide the Service with reasonable skill and care and in line with the Documentation. We will not materially reduce the core functionality of the Service during a paid Subscription Term.

We may update, change or improve the Service at any time. We will not remove material functionality you are paying for without giving you reasonable prior notice.

3. Account, sign-up and Authorised Users

To access the Service you must create an account. You must provide accurate, current and complete information when signing up and keep it up to date.

You are responsible for:

• maintaining the confidentiality of your account credentials;
• all activity that occurs under your account, whether by you, an Authorised User or any third party using your credentials;
• ensuring that each Authorised User complies with these Terms and the Acceptable Use Policy;
• promptly notifying us at [email protected] of any actual or suspected unauthorised access.

You may not share a single login between people. We may require, and may provide, multi-factor authentication.

4. Free trial

We offer a one-month free trial of the Service ("Trial Period") to new business customers:

• Eligibility. The free trial is available once per company. We may decline a trial request at our discretion.
• No charge during the trial. You will not be charged any subscription fee for the Trial Period. You do not need to provide payment-card details to start the trial.
• Trial scope. The trial provides access to the same agents and functionality as a paid subscription, subject to reasonable usage limits and to your compliance with these Terms and the AUP.
• The "pay nothing if it doesn't save your team time" promise. This promise is honoured by the fact that the trial is free of charge. We have no obligation to issue refunds, credits or other compensation if you do not believe TRS has saved your team time, provided you have not been charged any subscription fee.
• Conversion to paid. At the end of the Trial Period, the Service will not auto-convert to a paid subscription unless you have separately confirmed conversion in writing or via the sign-up flow.
• Trial Service "as is". During the Trial Period the Service is provided as is and the warranties at clause 11(a) do not apply.
• Trial data. If you do not convert to a paid subscription, we will delete or anonymise Customer Data uploaded during the trial within 30 days after the Trial Period ends, except where retention is required by law.

5. Subscription and fees

Fees. You will pay the Fees set out in your Order Form, sign-up confirmation or, for self-serve customers, our published pricing page. Fees are exclusive of VAT, which will be added at the applicable rate.

Billing cadence. Unless your Order Form states otherwise, we invoice monthly in advance.

Payment terms. Invoices are payable within 30 days of the invoice date.

Price changes. We may change the Fees on at least 60 days' written notice, with the new Fees taking effect at the start of the next Subscription Term renewal.

Late payment. If an undisputed invoice is overdue we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the statutory rate and suspend the Service on written notice until paid.

Disputes. If you dispute an invoice, you must notify us in writing within 10 working days of receipt. You must pay all undisputed amounts when due.

Taxes. You are responsible for all taxes, duties and similar levies arising in connection with the Service except for taxes on our income.

No refunds. Except where expressly stated in these Terms or required by law, Fees are non-refundable.

6. Acceptable use

You and your Authorised Users must comply with the Acceptable Use Policy at all times. The AUP is incorporated into these Terms. Breach of the AUP is a material breach of these Terms.

7. Customer Data and intellectual property

Your data. As between you and us, you own all rights, title and interest in Customer Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process and otherwise use Customer Data solely to provide and improve the Service.

Your responsibility for Customer Data. You are responsible for the lawfulness, accuracy, quality and content of all Customer Data. You confirm that (i) you have all rights, consents and permissions necessary, (ii) Customer Data does not infringe third party rights, and (iii) Customer Data complies with the AUP and all applicable laws.

Aggregated and de-identified data. We may use aggregated, anonymised or de-identified statistical information derived from your use of the Service (for example "X% of campaign uploads pass pre-flight QA on the first attempt") to operate, analyse, benchmark and improve the Service. Such information does not identify you or any individual and is not Customer Data.

Our IP. We and our licensors own all rights, title and interest in the Service, the Documentation, our software, agents, prompts, models, templates, taxonomies, our brand and all related intellectual property. You may not reverse engineer, decompile, copy, modify, distribute the Service, remove proprietary notices, or use the Service to build a competing product.

Feedback. If you provide us feedback, suggestions or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use them without restriction.

8. Confidentiality

Each party will keep the other's Confidential Information confidential, will not use it except as necessary to perform these Terms, and will protect it using reasonable safeguards. "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or which a reasonable person would understand to be confidential, including (in our case) the Service and Documentation, and (in your case) Customer Data and your business strategy.

9. Data protection and Third-Party Platforms

DPA. Where we process personal data on your behalf in providing the Service, we do so as a processor under the DPA.

Third-Party Platforms. The Service connects to Third-Party Platforms at your direction. Your use of each Third-Party Platform is governed by your own agreement with that platform. You are responsible for ensuring you have the right to authorise connections, complying with each platform's terms, and any acts or omissions of those platforms. We are not responsible for any Third-Party Platform's availability, accuracy, fees, changes to APIs, or termination of access.

Ad-platform credentials. When you authorise a connection to a Third-Party Platform, you authorise us to use the resulting credentials to operate the Service on your behalf. You may revoke the connection at any time via the Service or directly with the Third-Party Platform.

10. Service availability

We will use commercially reasonable efforts to keep the Service available. We do not commit to a contractual service level (SLA) under these Terms unless one is expressly set out in your Order Form. We may suspend the Service for scheduled maintenance, emergency maintenance, security events, suspected abuse, or non-payment, and will give reasonable prior notice where practicable.

11. Warranties and disclaimers

Our limited warranty. For paid subscriptions, we warrant that the Service will materially perform in accordance with the Documentation. Your sole and exclusive remedy is for us to use reasonable efforts to correct the non-conformity or, if we cannot, to terminate the affected subscription and refund any pre-paid Fees for the unused period.

Disclaimers. Except as expressly stated, the Service is provided as is and as available. To the maximum extent permitted by law, we disclaim all other warranties, conditions and representations. We do not guarantee any specific result, time saving, error reduction or operational efficiency. AI-generated outputs may contain errors and should be reviewed by a competent human before being relied upon for any consequential decision.

No professional advice. The Service does not provide legal, regulatory, advertising-compliance, financial, tax or other professional advice. You are responsible for your own compliance.

12. Limitation of liability

Nothing limits these. Nothing in these Terms excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; any liability that cannot be excluded or limited by law.

Excluded losses. Neither party will be liable to the other for loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of opportunity, loss or corruption of data (other than as set out in the DPA), or any indirect, special or consequential loss.

Aggregate cap. Each party's total aggregate liability arising out of or in connection with these Terms in any twelve-month period is limited to the Fees paid or payable by the Customer to RWO in the twelve months immediately before the event giving rise to the liability.

Carve-outs from the cap. The cap does not apply to Customer's payment obligations, breach of the AUP, or either party's indemnity obligations under clause 13.

AI outputs. The Service uses AI models from us and our sub-processors. You acknowledge that AI outputs may be incorrect, incomplete, biased, or unsuitable for your purpose, and that you are responsible for reviewing AI outputs before relying on them. We are not liable for losses caused by your reliance on AI outputs that you did not review.

13. Indemnity

Our IP indemnity to you. We will defend you against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's UK or EU intellectual property rights, and will pay damages finally awarded by a court (or agreed in settlement). This indemnity does not apply to claims arising from use of the Service other than in accordance with these Terms, Customer Data, modifications made by anyone other than us, combination of the Service with anything not provided by us, or any open-source component.

Your indemnity to us. You will defend us against any third-party claim arising from Customer Data, your or any Authorised User's breach of these Terms, the AUP or any Third-Party Platform's terms, or your use of the Service in violation of law.

14. Term, renewal and termination

Term. These Terms start when you first accept them and continue until terminated.

Subscription Term and renewal. Unless your Order Form states otherwise, paid subscriptions run on a rolling monthly basis. Either party may terminate a monthly subscription on at least 30 days' written notice.

Termination for cause. Either party may terminate immediately on written notice if the other party commits a material breach not cured within 30 days, or becomes insolvent.

Suspension. We may suspend your access without liability if you fail to pay undisputed Fees when due, breach the AUP, or are required by law to be suspended.

Effect of termination. On termination: all rights granted to you cease; you must stop using the Service; we will delete or return Customer Data in accordance with the DPA (typically within 30 days unless agreed otherwise); clauses that by their nature should survive termination will do so.

15. Force majeure

Neither party is liable for failure or delay caused by events outside its reasonable control. The affected party must notify the other and use reasonable efforts to mitigate. If a force majeure event continues for more than 60 days, either party may terminate the affected subscription on written notice.

16. Variation

We may change these Terms on at least 30 days' notice to your account email or by in-product notice. If you do not accept a change, you may terminate your subscription at the end of the then-current billing month before the change takes effect; continued use after the effective date constitutes acceptance. We will not apply material changes retrospectively.

17. Notices

Notices to us must be in writing and sent to [email protected] with a copy to Flat 2 Bluebolt House, 4 Bickerton Road, London N19 5JR. Notices to you will be sent to your account email or registered address.

18. Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to a successor entity in connection with a merger, acquisition, financing or sale of substantially all of our assets, or to a member of our group on notice to you.

19. Third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

20. Entire agreement

These Terms (together with the AUP, Cookie Policy, Privacy Policy, DPA and any Order Form) constitute the entire agreement between the parties on this subject and supersede any prior or contemporaneous agreement, representation or understanding.

21. Severability and waiver

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force. A failure or delay in exercising any right is not a waiver of that right.

22. Governing law and jurisdiction

These Terms and any dispute or claim arising out of them (including non-contractual disputes) are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

Acceptance

By clicking "I agree", signing an Order Form referencing these Terms, or using the Service, you confirm that you have read, understood and accept these Terms on behalf of the Customer.

Run With Ops Ltd, Flat 2 Bluebolt House, 4 Bickerton Road, London N19 5JR, company number 16939192.

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Questions about this document? Email [email protected].