RUNCOMPS TERMS OF USE

Last updated: 4/16/2023
 

Thank you for using RUNCOMPS!

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These Terms of Use apply when you use the services of RUNCOMPS, or our affiliates, including our application programming interface, software, tools, developer services, data, documentation, and websites (“Services”). By using our Services, you agree to these Terms. Our Privacy Policy above explains how we collect and use personal information.

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1. Registration and Access

You must be at least 13 years old to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.

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2. Usage Requirements

(a) Use of Services. Subject to these Terms, you are granted a confidential license to access and use the Services. You agree to comply with these Terms and all applicable laws when using the Services. Please note that the Services are owned by us and our affiliates, and all rights, title, and interest in and to the Services are exclusively held by us and our affiliates.

(b) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.

(c) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services; (iii) use output from the Services to develop models that compete with RUNCOMPS; (iv) use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not or otherwise violate our Usage Policies; (vii) buy, sell, or transfer your login or access keys without our prior consent; (viii) send us any personal information of children under 13 or the applicable age of digital consent, or (ix) Distribute the output from the Services to any third party without our prior written consent. Additionally, you will comply with any rate limits and other requirements when and if we implement them. (d) Third Party Services. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.

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3. Content

(a) Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). As between the parties and to the extent permitted by applicable law, you own all Input. Subject to your compliance with these Terms, RUNCOMPS hereby assigns its right, title and interest in and to all Output. This means you cannot use Output for any commercial purpose, including commercial purposes such as sale or publication. RUNCOMPS may use Output to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Input, including for ensuring that it does not violate any applicable law or these Terms.

(b) Use of Content to Improve Services. We do not use Input that you provide to or receive from our Services to develop or improve our Services. We may use Output from Services to help develop and improve our Services.

(c) Accuracy. Real estate property software, along with artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of statistics and our statistics-based calculations, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output. We do not guarantee the accuracy of any of the Output provided to you, but we do try our best to provide you with accurate insights.

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4. Fees and Payments

(a) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize RUNCOMPS and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.

(b) Taxes. Unless otherwise stated, Fees do not include your federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”) and are not tax-deductible. Our subscriptions are subject to California and Los Angeles County Taxes. You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes if invoiced for them. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. RUNCOMPS uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.

(c) Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 7 days after they are posted. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

(d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact ssteinbe@ucsd.edu within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment.

(e) Free Tier. At some point we may offer a free tier use case. You may not create more than one account to benefit from our Services, even if we provide a free tier of some portion of the Services. If we believe you are not using our services in good faith, we may charge you additional fees or stop providing access to the Services.

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5. Confidentiality, Security and Data Protection

(a) Confidentiality. You may be given access to Confidential Information of RUNCOMPS, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that RUNCOMPS or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to RUNCOMPS and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact RUNCOMPS and provide details of the vulnerability or breach.

(c) Processing of Personal Data. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law.

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6. Term and Termination

(a) Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.

(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3 and 5-9.

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7. Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.

(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED ​​THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

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8. General Terms

(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and RUNCOMPS or any of RUNCOMP's affiliates. RUNCOMPS and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

(b) Use of Brands. You may not use RUNCOMPS’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

(c) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

(d) Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.

(e) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email. RUCNOMPS accepts service of process at this address: ssteinbe@ucsd.edu.

(f) Waiver and Severability. If you do not comply with these Terms, and RUNCOMPS does not take action right away, this does not mean RUNCOMPS is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

(g) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(h) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to RUNCOMPS and its affiliates, and RUNCOMPS shall have the right to seek injunctive relief against you in addition to any other legal remedies.

(i) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and RUNCOMPS regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and RUNCOMPS on that subject.

(l) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the State of California, excluding California’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Diego County, California, USA.