Please read these Terms carefully. By clicking “Accept”, “I agree”, or a
similar button on the Website or the App you will indicate your acceptance
of these Terms. You may also accept these Terms: (1) by creating an
account on the Runyon Website, (2) by accessing or using the Services
using the App or the Website; or (3) through any printed, oral, or
electronic statement, including on the web, by indicating that you have
reviewed and accepted these Terms.
If you do not agree with these Terms, please do not proceed with, or
promptly discontinue, your use of the Services and the System.
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General Provisions.
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Definitions. The following definitions apply to
these Terms:
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App means the mobile application developed and made
available by Runyon at app.runyondataservices.com.
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Connector means an interface device that is developed and
provided by Runyon, to enable Users’ measurement tools to
connect to, and exchange data with, the System.
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Content means descriptions of Services, information, and
materials (including page headers, images, text, illustrations,
formats, logos, hashtags, designs, icons, photographs, software
programs, calculations, formulae, spreadsheets, video clips and
downloads, authentication marks and other materials) that are
made available to you through, or in connection with, the
Services, including on the App, as well as any Feedback,
comments, messages, or submissions provided by Users.
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Feedback means any ideas, concepts, feedback, reviews,
suggestions, questions, and know-how that a User makes available
in connection with the System or the Services.
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Runyon or we means Runyon Surface Prep Co., LLC, a
Delaware limited liability company, and its affiliates.
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Services mean all services rendered by Runyon through its
technology-based platform and the System, that include, without
limitation, the following: (i) connectivity to certain
measurement tools in order to collect and store measurements
related to certain features and aspects of polished concrete
surfaces; (ii) ability to enter certain additional information
and content related to such concrete surfaces and the User using
the App, including without limitation, pictures, maps, diagrams,
geolocation and authentication marks; (iii) ability to upload
information from the measurement tools along with any additional
information collected through the App to the Website for storage
and further processing; (iv) ability to access information
stored on the Website, including in the form of reports and
summaries; (v) ability to create and maintain user accounts in
order to facilitate access to and use of such information from
the Website and the App; and (vi) other related services,
data-processing methods and tools that Runyon may make available
from time to time.
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System means the (i) App, (ii) Website, (iii) Connector;
and (iv) any other hardware and software components provided by
Runyon to enable Users to access and use the Services.
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User or you means an individual user (such as you)
who is using the Services by accessing the System.
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Website means runyondataservices.com and all related
functionality, Services, and Content offered by or for Runyon at
this site.
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Updates to these Terms. Runyon may update these
Terms at any time without any prior notice to you. Runyon may notify
you of the updated Terms by any reasonable means, including by
posting the revised Terms at
https://app.runyondataservices.com/terms-of-use
. The updated Terms will apply to your use of the System and the
Services after the date on which Runyon has posted the updated Terms
or otherwise notified you of those changes. By continuing to use or
access the Services after Runyon posts or otherwise notifies you of
any change, you accept those updated Terms. The “Last Updated”
legend at the end of these Terms indicates the date on which these
Terms were last updated.
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User Consents.
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Internet and Data Charges. You understand and
acknowledge that the System utilizes an internet connection or
mobile data to connect and exchange information between the App and
the Website, in order to provide the Services. You may incur certain
charges from your internet, data or mobile network provider in
connection with your use of the Services.
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Electronic Communications. You understand and
acknowledge that in order to provide certain notifications to you
regarding the Services, we may need to get in touch with you from
time to time. Runyon may contact you using SMS text messages, phone
calls, emails, or other similar means. You may incur data, call-time
or SMS charges from your communication providers in connection with
communications from Runyon.
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Personal Information. You understand that in order
to provide the Services, Runyon may need to collect and store
certain information related to you, including your or your client’s
signatures, photographic images, geo-location information, notes and
any other information provided by you in the course of your use of
the Services. You hereby consent to Runyon collecting, storing,
sharing with its affiliates, and using this information solely in
connection with the Services. You also hereby consent to Runyon
sharing this information with any of your affiliates or
third-parties who you have designated or authorized to receive this
information.
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Your Acknowledgments and Representations.
As a condition to using the System and Services, you hereby represent
and warrant the following:
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You have the legal power and authority to agree to these Terms, you
are at least 18 years of age, and have neither falsely identified
yourself nor provided any false information to gain access to the
Services;
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You are accessing the Services and the System, on your own behalf;
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You will use the Services only for purposes that are permitted by
these Terms. You will not use the Services to engage in any unlawful
behavior, or to cause damage, harassment, nuisance, annoyance or
inconvenience to Runyon, another customer of Runyon or any
third-party;
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You will access the Services and the System using equipment
(including mobile equipment) that meets the minimum requirements,
including access to the internet, as suggested by Runyon;
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You will update the System (including the App and the Connector) to
its latest version when instructed by Runyon, and will provide
required permissions necessary for the App to operate effectively on
your mobile phone;
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You will not sell, resell, rent or otherwise commercially use the
Services; and
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If you create an account on the Website or the App, you will keep
secure and confidential your account password or any identification
credentials that you use to access that account or to otherwise use
the Services. You will maintain the confidentiality and privacy of
any Content that you view or access in any manner through the
Services and you will immediately notify us if you become aware of
or suspect unauthorized access to your account. Runyon may suspend
or terminate your access to the Services or the System in the event
of unauthorized access to the Services or the System from your
account or on your behalf.
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Mobile Application.
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Permissions. While you are accessing the Services
through the App, you acknowledge and understand that certain
permissions may be required on your mobile device, including
permission to access the camera, microphone and certain network
status information. Granting the App these permissions may result in
consumption of additional battery power or data usage or charges.
You hereby agree to grant the App the required permissions on your
mobile device to enable the App to function effectively.
Additionally, you acknowledge and understand that your use of the
App on a mobile device that has been modified in a manner
unauthorized by the manufacturer (jail-broken) may result in
malfunction or impairment of the Services, and is a material breach
of these Terms.
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Apple iOS and Google Play. If you use the App on an
Apple or an Android mobile device, you acknowledge that, Apple and
Google (OS Providers) are third-party beneficiaries of these
Terms, and upon your acceptance of these Terms, the OS Providers may
have the right to enforce certain parts of these Terms against you
as a third-party beneficiary. Subject to these Terms, Runyon, not
any OS Provider, is responsible for addressing any claims you may
have relating to the App or your possession or use of the App. To
the maximum extent permitted by applicable law, the OS Provider will
have no other warranty obligation whatsoever with respect to the
App. In addition, the OS Provider has no obligation whatsoever to
furnish any maintenance and support services with respect to the
App.
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Fees and Payments.
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Fees. You shall pay all fees or charges associated
with your use of the System and the Services to Runyon on a monthly
basis in the amount and as per the terms specified by Runyon. You
must pay the monthly fees within 10 days of your receipt of an
invoice or on the payment date otherwise specified by Runyon. In
addition to any other remedies available to us, delinquent invoices
are subject to an interest charge of 1.5% per month on any
outstanding balance, or the maximum interest permitted by law,
whichever is less, plus all collection expenses. If you believe your
invoice is incorrect, you must immediately contact Runyon in writing
regarding the amount in question within 10 days of your receipt of
the invoice, failing which you irrevocably waive your right to
challenge the accuracy of any invoice, or otherwise receive any
adjustment or credit. We may require you to authorize Runyon to
debit your designated bank or card account automatically for the
amount due on a monthly basis (Autopay). If using Autopay, it
is your responsibility to ensure that sufficient funds are available
in your designated bank or card account to complete any such
payments and you may be charged a returned item fee if sufficient
funds are not available at the time of the scheduled payment.
Runyon’s fees are exclusive of all taxes, levies, or duties imposed
by taxing authorities, and you shall be responsible for payment of
all such taxes, levies, or duties levied in connection with the
System and the Services. All pricing terms are confidential, and you
agree not to disclose them to any third-party.
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Payment Processor. Runyon may use a third-party
payment processor (the Payment Processor) in which case your
use of the System and Service will also be subject to the terms,
conditions, and privacy policies of the Payment Processor. Your
access to the System and Services may be suspended or you may incur
additional charges from the Payment Processor or Runyon if your
billing contact information is incorrect or not updated in our
records. Runyon is not responsible for any damages arising out of
(i) any account suspensions resulting from your incorrect billing
contact information, or (ii) any errors or omissions by the Payment
Processor or by your credit card issuer.
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Intellectual Property.
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Runyon’s Intellectual Property. Runyon shall
continue to own and retain all right, title, and interest, including
all related patents, copyrights, trademarks, trade dress, and other
intellectual property rights, in and to the technology, Content or
materials: (i) used for the System; (ii) developed by or on behalf
of the Runyon, or (iii) that abides in the Services. You will not
copy, reproduce, or disclose any Content provided to you in
connection with the Services (including through the App or the
Website). Runyon does not grant you the right to use any branding or
logos used in the Services, or displayed anywhere on the System
including the App. Additionally, you may not do any of the following
under these Terms: reverse engineer, disassemble, attempt to derive
the source code of, modify, or create derivative works of or access
the System (including the Connector) or Services in order to (a)
build a competitive product or service, (b) build a product or
service using similar ideas, features, functions, formulae, or
graphics of the System or Services, or (c) copy any ideas, features,
functions, formulae, databases, graphics, or other Content used in
the System or Services; damage or impair any hardware or software
used in connection with the System or Services, including through
the use of a virus, trojan application or malicious computer code
that may interfere with or disrupt the integrity or performance of
the System or Services; or otherwise use the System or Services in a
way that could cause damage or adversely affect (including affecting
the reputation of) any other users, Runyon, any other customer of
Runyon, or a third-party.
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Improvements. Runyon shall have the full right and
license to use any Feedback or the like received from you for
marketing and promotional purposes or for making improvements to the
System, the Services or for any other business purpose. This
Feedback will be treated as non-confidential and non-proprietary and
will become the property of Runyon. Any alterations, changes,
modifications, enhancements, additions, restructuring or deletions
made to, or derivatives of or other products derived from, or as a
result of this Feedback or otherwise arising in connection with the
parties’ performance under these Terms shall be the sole and
exclusive property of Runyon, together with all intellectual
property and other rights therein.
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Updates.
Runyon may make routine hardware and software updates in its sole
discretion (without obligation), and develop and provide updates to
you for the System, which may include software updates, bug fixes,
patches, error corrections and/or new features, and new or different
hardware components (which Runyon may require you purchase separately)
(collectively, “Updates”). The System may not properly operate if you
do not connect the hardware Updates and install all software Updates.
Based on your mobile device settings, when your mobile device is
connected to the Internet, (i) Updates that are related to the App may
either automatically download and install, or (ii) you may receive
notice of or be prompted to download and install available Updates.
Updates may also modify or delete, in their entirety, certain features
and functionality. You agree that Runyon has no obligation to provide
any Updates or to continue to provide or enable any particular
features or functionality. For clarity, all Updates are part of the
System and subject to these Terms.
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Term and Termination.
These Terms will become effective on the date you accept them by
clicking “Accept”, “I agree”, or a similar button on a webpage or
through another acceptable means. These Terms will be applicable to
you for the duration that you access or use the System or the
Services. Runyon may, at its sole discretion, at any time and without
prior notice to you: (1) change, restrict, suspend or terminate your
access to the System, or Services (including access to all or a
portion of the App or Website); (2) discontinue the Services, or any
portion of the Services; or (3) add, remove or modify any services or
functionality that is available through the System. Upon termination
of Services to you, Runyon, in its sole discretion, may require that
you return to Runyon any Connectors or other components of the System
that are in your possession or control.
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Our Warranties and Disclaimers; Limitation of Liability.
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Warranties and Disclaimers. Runyon will conduct the
Services and maintain the System using a commercially reasonable
level of skill and care. OTHER THAN AS EXPRESSLY SET OUT IN THESE
TERMS, RUNYON EXPRESSLY DISCLAIMS ALL WARRANTIES IN RELATION TO THE
SERVICES AND THE SYSTEM AND DISCLAIMS ALL WARRANTIES, INCLUDING
TITLE, NON-INFRINGEMENT, IMPLIED WARRANTY OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of
the foregoing, Runyon specifically makes the following disclaimers:
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All Services are delivered to you “as-is” and “as-available”.
The System is provide to you as an informational tool and Runyon
makes no representation, warranty, or guaranty that the use of
the Services or the System will be secure, timely,
uninterrupted, or error-free or operate in combination with any
other hardware, software, system, or data, that it will meet
your requirements or expectation or that it will be error free.
Outcomes resulting from the usage of System and Services may
vary between Users, may depend on the accuracy of the
measurement tools and Runyon makes no representations regarding
the accuracy of the results obtained from your use of the
Services;
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The App or the Website may contain hyperlinks or references to
certain other websites (Linked Sites). Runyon does not
control and is not responsible for the content on Linked Sites
including any products and services provided therein and
provides such links simply on an informational basis without any
warranty to the appropriateness or accuracy of their content;
and
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Runyon makes no warranty related to the confidentiality and
security of any data provided by you to Runyon, including data
provided through the App or the Website, and does not warrant
that the Services and the System is or will remain free of
viruses or other harmful components.
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Limitations on Liability. In no event shall Runyon,
its agents or contractors be liable for any consequential, punitive,
incidental, or special damages, including, but not limited to, any
personal injury, property damage, or unauthorized disclosure of your
data, whether in any action in warranty, contract, tort, breach of
contract, negligence, strict liability, malpractice, or otherwise
resulting from your use of the System. To the fullest extent
provided by applicable law, the maximum aggregate liability that may
be incurred by Runyon for any damages, losses and causes of action,
whether in contract, tort (including negligence) or otherwise, will
not exceed (i) the amount of fees you paid to Runyon in the
three-month period immediately preceding the date on which the claim
arose, or (ii) in the event you have not paid any fees to Runyon or
paid fees for a period of less than three months, a maximum amount
of $500.
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Indemnification.
You hereby agree to indemnify, defend, and hold harmless Runyon, and
its affiliates, employees, contractors, and agents from and against
any and all rights, demands, losses, liabilities, damages, claims,
causes of action, actions, suits, fees (including attorneys’ fees and
expert fees), and costs of any kind whatsoever arising directly or
indirectly out of or in connection with: (1) your use of the System or
the Services; (2) any claims for bodily injury, or property damages to
a third-party that results from your use of any Content or information
obtained as a result of your use of the System or the Services, (3)
claims related to unauthorized disclosure of your or a third-party’s
data that arises from your use of the System or the Services; (4) any
claims related to your violation of these Terms or any policy set
forth in these Terms; and (5) your violation of any applicable laws
and regulations or rights of any third-party, including any
intellectual property rights, resulting from your use of the System or
the Services.
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Data Privacy Policy.
Runyon’s notice of privacy practices (available at
https://app.runyondataservices.com/privacy-policy
) (Privacy Policy) describes how any information that you
submit to Runyon may be used and disclosed and how you can get access
to that information. Runyon reserves the right to modify its Privacy
Policy from time to time.
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Export Restrictions.
You acknowledge that the App may be subject to U.S. export
restrictions, and that you are not (i) located in any country that is
subject to a U.S. Government embargo, or that has been designated by
the U.S. Government as a ‘terrorist supporting country’; or (ii)
listed on any U.S. Government list of prohibited or restricted
persons. You agree to comply with all applicable international and
national laws that apply to the App, including the U.S. Export
Administration Regulations, as well as end-user, end-use, and
destination restrictions issued by U.S. and other governments.
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Governing Law; Mandatory Arbitration.
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Governing Law. Any disputes arising in connection
with Services, the System, or these Terms, shall be governed by,
construed and enforced solely and exclusively in accordance with the
laws of the State of Delaware, without regard to its conflicts of
law principles.
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Mandatory Arbitration. You and Runyon both agree to
provide a written notice of any disputes to the other party at its
notice address (or an address provided in writing to the other
party) and try to resolve any disputes in good-faith thereafter
arising from or in connection with the Services. If any dispute
arising in connection with the Services is not resolved, within 30
days of a party providing notice to the other party, the dispute
will be resolved through individual, non-representative, binding
arbitration held in English, instead of a proceeding in courts of
general jurisdiction. Any disputes will be decided by a single
arbitrator and will be administered by Judicial Arbitration
Mediation Services, Inc. (JAMS) pursuant to the JAMS
Streamlined Arbitration Rules & Procedures and as modified by this
agreement to arbitrate. The arbitrator will conduct hearings, if
any, by teleconference or videoconference, rather than by personal
appearances, unless the arbitrator determines upon request by you or
by Runyon that an in-person hearing is appropriate. Any in-person
appearances will be held at Carmel, Indiana, United States. The
arbitrator will have authority to award temporary, interim, or
permanent injunctive relief or relief providing for specific
performance, but only to the extent necessary to provide relief
warranted by the individual claim before the arbitrator. The award
rendered by the arbitrator may be confirmed and enforced in any
court with appropriate jurisdiction. Each party will be responsible
for its respective costs, including costs related to its respective
attorneys, experts, and witnesses.
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Waiver of Right to Jury Trial and Class Action. YOU
AND RUNYON EXPRESSLY WAIVE YOUR RIGHT TO GO TO COURT, TO A TRIAL BY
JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR
OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO
ARBITRATION.
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Miscellaneous.
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Assignment. Your obligations and rights under these
Terms may not be assigned, in whole or in part, without Runyon’s
prior written consent. These Terms will be binding upon, and inure
to the benefit of, the successors, representatives and permitted
assigns of the parties.
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Severability. If any part of these Terms becomes
illegal, invalid, unenforceable, or prohibited in any respect under
any applicable law or regulation, those provision or part thereof
will be deemed to not form part of the contract between us. The
legality, validity or enforceability of the remainder of the Terms
will remain in full force and effect.
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Survivability. The rights, obligations, and
commitments in these Terms that, by their nature, would logically
continue beyond the termination of your use of or access to the
System or the Services (including, without limitation, Sections
5, 9,
10, 13,
and 14) survive termination of these Terms.
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No Third-Party Beneficiaries. Except as expressly
stated, no provisions of these Terms create any third-party
beneficiary.