Terms of Service

By accessing or using the Platform, registering for an account, or executing an Order Form that references these Terms, you, on behalf of yourself and the entity you represent (collectively, "Customer"), agree to be legally bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

These Terms apply only to business customers. The Platform is not intended for personal, family, or household use. Customer represents that it is a business entity or professional acting in a commercial capacity.

Company provides an AI-assisted, human-verified technology due diligence platform. The Platform analyzes Target Company technology assets across the TARA framework and delivers Reports consisting of scored findings, risk flags, and investment committee-ready analysis.

Platform Capabilities

Subject to the scope in the applicable Order Form, the Platform may include analysis of:

• Source code repositories (up to the number specified in the Order Form)
• Application architecture and technology stacks
• Security posture and vulnerability signals
• Cloud and infrastructure environments
• Engineering personnel profiles and organizational structure
• AI-generated code detection
• AI Readiness assessment

Human-in-the-Loop Review

All Platform output is reviewed and validated by Company analysts prior to delivery. The scope and depth of HITL review varies by subscription tier as described in the applicable Order Form. HITL review does not constitute a legal, financial, or investment opinion and is subject to the disclaimers in Section 9.

Standard Scope

Unless otherwise specified in an Order Form, standard engagements include analysis of up to five (5) repositories, up to 500,000 lines of code, up to three (3) primary technology stacks, one (1) cloud environment, and up to twenty (20) personnel profiles. Engagements exceeding these limits are subject to additional fees as specified in the applicable Order Form.

Delivery

Reports are delivered primarily as a live, shareable dashboard. Static report exports may also be available depending on Customer's subscription tier. Company reserves the right to modify, enhance, or discontinue features of the Platform at any time, with reasonable notice for material changes during an active Subscription Term.

To access the Platform, Customer must register for an account and provide accurate, complete, and current information. Customer is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under Customer's account.

Customer must promptly notify Company of any unauthorized use of or access to Customer's account. Customer may authorize Users to access the Platform on Customer's behalf. Customer is responsible for all actions taken by its Users and for ensuring Users comply with these Terms.

Company reserves the right to suspend or terminate any account that Company reasonably believes is being used in violation of these Terms, any applicable law, or in a manner that poses a security risk to the Platform or other customers.

Fees

Customer agrees to pay all fees set forth in the applicable Order Form. All fees are stated in U.S. dollars and are non-refundable except as expressly set forth in these Terms or an applicable Order Form.

Billing

Unless otherwise specified in an Order Form, payment is due net thirty (30) days from the invoice date. Invoices not paid within the applicable payment period are subject to a late fee of 1.5% per month on the outstanding balance, or the maximum permitted by law, whichever is lower.

Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, value-added, withholding, and other taxes applicable to the services, excluding taxes on Company's net income.

Scope Overages

Engagements that exceed standard scope may be subject to additional fees as set forth in the applicable Order Form. Company will notify Customer before proceeding with out-of-scope work where reasonably practicable.

Suspension for Non-Payment

Company may suspend access to the Platform if Customer's account is more than thirty (30) days past due, following written notice. Suspension does not relieve Customer of its payment obligations.

Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. By submitting Customer Data to the Platform, Customer grants Company a limited, non-exclusive license to access, process, and use Customer Data solely to provide the services described in these Terms and any applicable Order Form.

Target Company Data

Customer represents and warrants that it has obtained all necessary consents, rights, and authorizations to submit Target Company data to the Platform, whether pursuant to a non-disclosure agreement, the terms of the applicable transaction process, or otherwise. Customer is solely responsible for ensuring that collection, transfer, and analysis of Target Company data is conducted lawfully.

Company Obligations

Company will maintain reasonable administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of Customer Data. Company will not disclose Customer Data to any third party except: (a) as directed by Customer; (b) as required by applicable law; or (c) to employees, agents, and subprocessors who need access to perform the services and are bound by equivalent confidentiality obligations.

Data Retention and Deletion

Company will retain Customer Data for the duration of the active Subscription Term and for ninety (90) days thereafter, unless a longer period is required by applicable law. Customer may request earlier deletion by submitting a written request to Company, subject to legal retention requirements.

Report Sharing

Reports delivered as shareable dashboard links are subject to access controls configured by Customer. Customer is solely responsible for controlling who has access to Report links and for revoking access when appropriate.

Anonymized Data

Company may use Customer Data in anonymized and aggregated form, stripped of all identifiers, to improve the Platform, train models, and develop benchmarks. Such data is not considered Customer Data for purposes of these Terms.

Mutual Confidentiality

Each party agrees to maintain in confidence all Confidential Information of the other party and to use such information only for purposes consistent with these Terms. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach; (b) was rightfully known before disclosure; (c) is independently developed; or (d) is required to be disclosed by law, with prompt written notice to the other party.

Company IP

Company retains all right, title, and interest in and to the Platform, including the TARA framework, all underlying software, algorithms, models, scoring methodologies, and any improvements or derivative works thereof. Nothing in these Terms transfers ownership of any Company intellectual property to Customer.

Report License

Subject to Customer's payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable license to use Reports for Customer's internal business purposes, including investment committee presentations and decision-making. Customer may share Reports with investors, limited partners, advisors, and Target Companies in connection with the applicable transaction, but may not resell, sublicense, or commercially exploit Reports without Company's prior written consent.

Feedback

If Customer or any User provides suggestions or feedback regarding the Platform, Customer grants Company a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into the Platform or other products without any obligation to Customer.

Trademarks

Neither party may use the other party's trademarks, logos, or brand assets without prior written consent, except that Company may identify Customer as a customer in its marketing materials unless Customer objects in writing.

Customer agrees to use the Platform only for lawful purposes and in accordance with these Terms. Customer must not, and must not permit any User to:

• Use the Platform for any purpose that is unlawful, fraudulent, or harmful to any person or entity
• Submit Customer Data to which Customer does not have lawful access or authorization
• Attempt to circumvent or bypass any security or access control features of the Platform
• Reverse engineer, decompile, or disassemble any part of the Platform
• Use automated means to access or extract data from the Platform in a manner not authorized by Company
• Reproduce, resell, or commercially exploit the Platform or Reports without prior written consent
• Use the Platform to build a competing product or service
• Transmit viruses, malware, or other harmful code to the Platform
• Interfere with or disrupt the integrity or performance of the Platform
• Violate any applicable export control or sanctions laws in connection with use of the Platform

No Professional Advice

Company is a technology services provider. No Report, dashboard output, score, or communication from Company constitutes legal advice, financial advice, investment advice, or any other form of professional advice regulated by any licensing body. Customer should retain qualified legal, financial, and technical advisors as appropriate.

AI-Assisted Analysis

The Platform uses artificial intelligence and machine learning models to analyze Customer Data. AI-generated findings are reviewed by Company analysts prior to delivery; however, Company does not guarantee that all findings are complete, accurate, or free from errors. AI analysis may produce false positives, false negatives, or miss information not contained in the submitted data.

No Warranty

THE PLATFORM AND ALL REPORTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND UNINTERRUPTED AVAILABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOST INVESTMENT RETURNS, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE PLATFORM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, Company's liability will be limited to the fullest extent permitted by applicable law.

Customer agrees to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Customer's or any User's use of the Platform in violation of these Terms
• Customer's or any User's violation of any applicable law or regulation
• Customer Data, including any claim that it infringes any third-party intellectual property right
• Customer's submission of Target Company data without appropriate authorization
• Any transaction or investment decision made by Customer in reliance on Reports
• Customer's breach of any representation, warranty, or obligation under these Terms

Term

These Terms remain in effect for as long as Customer maintains an account with Company or is party to an active Order Form. Per-engagement subscriptions are effective from Order Form execution through delivery and acceptance of the final Report.

Termination by Customer

Customer may terminate these Terms by providing written notice and ceasing all use of the Platform, subject to obligations under any active Order Form. Termination does not relieve Customer of payment obligations accrued prior to the effective date.

Termination by Company

Company may terminate these Terms or suspend access immediately upon written notice if: (a) Customer materially breaches these Terms and fails to cure within fifteen (15) days of written notice; (b) Customer becomes insolvent or is subject to a bankruptcy proceeding; or (c) Company is required to do so by law.

Effect of Termination

Upon termination: (a) all licenses terminate immediately; (b) Customer must cease all use of the Platform; and (c) each party will return or destroy the other party's Confidential Information upon request, subject to legal retention obligations.

Survival

Sections 1, 6 (confidentiality), 7, 9, 10, 11, 14, and 15 survive termination or expiration of these Terms.

Company may modify these Terms at any time by posting an updated version at runnoa.ai/terms-of-service and updating the "Last Updated" date. For material changes, Company will provide at least thirty (30) days' prior notice via email or a prominent notice on the Platform.

Customer's continued use of the Platform after the effective date of any modification constitutes acceptance of the updated Terms. If Customer does not agree, Customer must stop using the Platform and provide written notice of termination prior to the effective date of the change.

Governing Law

These Terms and any disputes arising out of or relating to them are governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

Informal Resolution

Before initiating any formal dispute proceeding, the parties agree to attempt resolution through good-faith negotiation for thirty (30) days following written notice describing the nature of the dispute.

Arbitration

If the parties cannot resolve a dispute informally, any dispute, claim, or controversy arising out of or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, conducted in Wilmington, Delaware, or by videoconference if both parties agree.

Class Action Waiver

ALL DISPUTES MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY. THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, CLASS-WIDE ARBITRATION, OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING.

Venue

For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

Entire Agreement

These Terms, together with any applicable Order Form, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings, whether written or oral.

Severability

If any provision of these Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver

Company's failure to enforce any provision of these Terms on one occasion will not be construed as a waiver of that provision on any other occasion.

Assignment

Customer may not assign or transfer these Terms without Company's prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

Force Majeure

Neither party will be in breach for any delay or failure caused by circumstances beyond that party's reasonable control, provided the affected party notifies the other promptly and uses commercially reasonable efforts to resume performance.

No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not create any rights in any third party, including Target Companies.

Notices

Notices under these Terms must be in writing and delivered by email with confirmation of receipt, or by overnight courier to the address specified in the applicable Order Form.

Questions, notices, and legal correspondence regarding these Terms should be directed to: