Runa Digital Assets Platform and Services Terms of Use

Last Updated: 1st September 2025

PLEASE READ THESE TERMS OF USE (“TERMS OF USE”) CAREFULLY BEFORE ACCESSING, DOWNLOADING OR USING THE COMPANY’S TECHNOLOGY. THESE TERMS SHALL APPLY TO YOU IF YOU (I) SIGN ANY COMMERCIAL FORM ATTACHING OR INCORPORATING THESE TERMS BY REFERENCE; AND/OR (II) USE OR ACCESS ANY OF THE COMPANY TECHNOLOGY. 

1. DEFINITIONS:
   
   1. “Advanced Value” means any additional value which COMPANY, in its sole discretion, makes available for any reason to then-current Buyer Float, which shall be owed as a debt until repaid.
   2. “Agreement” means these Terms of Use, along with your applicable Commercial Form, appendices, DPAs and Specific Terms. 
   3. “Authorised Users” means Buyer’s employees, contractors, representatives, consultants, or contractors, which Buyer provides (or permits to utilize) log-in credentials given to Buyer.
   4. “Brand” means a retailer, issuer, distributor, or other supplier of Digital Assets that makes Digital Assets available (and/or permits COMPANY to resell) through the COMPANY Products.
   5. “Brand Content” means any content, data, media, information, designs, images or other materials (including all Intellectual Property Rights) that is licensed from the relevant Brand.
   6. “Business Day” means any day which the banks in London are open for business, and which is not a Saturday, Sunday or U.K. public holiday.
   7. “Buyer” means the entity listed on an applicable Commercial Form or who has been granted access to any COMPANY Products.
   8. “Buyer Customer” means a Buyer’s customer that makes any Buyer reselling platform available to End Users for the purpose of purchasing Digital Assets. 
   9. “Buyer Data” means data, information and/or content that Buyer provides through use of Company Technology, excluding Aggregate Data.
   10. “Buyer Float” means the balance available to Buyer to purchase Digital Assets or using Spend through COMPANY Products. 
   11. “Buyer Platform” means the Buyer’s platform which may be made available by Buyer or Buyer Customers to End Users for the purpose of purchasing and distributing Digital Assets or otherwise interacting with COMPANY Products.
   12. “Commencement Date” means the date in the commencement date field of a Commercial Form, or the date Buyer first accesses COMPANY Technology if there is no Commercial Form.  
   13. “Commercial Form” means any commercial form mutually executed by the Parties which incorporates these Terms of Use.
   14. “COMPANY” means Runa Network Limited (England & Wales registered, company number 09281949) or an affiliate company if stated in an applicable Commercial Form. 
   15. “COMPANY Data”: means any data, media, information or other content that is accessible via the COMPANY Technology (excluding any Buyer Data and including the Brand Content).
   16. “COMPANY Products” means any products offered to Buyer’s through the COMPANY’s proprietary platform and application programming interface for use in purchasing Digital Assets and/or distributing them to End Users. 
   17. “COMPANY Technology” means the COMPANY Products, together with any and all technology and software owned or used by COMPANY, any associated processes, materials, tools, and related business methods, including, in each case any and all (a) updates thereto; (b) documentation relating thereto; (c) Intellectual Property Rights therein or thereto; and (d) any benchmarking, analytics or technical data relating to the performance or operation thereof.
   18. “Consumer Price Index” means the Consumer Price Index (CPI) published by the UK Office for National Statistics or, for US Buyers, the CPI, for All Items, U.S. City Average, All Urban Consumers, published by the U.S. Dept. of Labor, Bureau of Labor Statistics.
   19. “DPA” means the data processing addendum the Parties may enter. 
   20. “Digital Asset”: means an electronic gift card, prepaid card, voucher or other digital asset with a predefined Face Value, which is made available, from time to time, for purchase via the COMPANY Products, and which may be used, subject to any terms and conditions issued by the relevant Brand (including in relation to the expiry date of the relevant Digital Asset, to the extent an expiry date is permitted by applicable law).
   21. “Digital Asset Fee” where applicable, has the meaning given in the relevant Commercial Form section or where there is no Commercial Form, the Digital Asset’s Face Value. 
   22. “Effective Date” means the date in the Effective Date field of a Commercial Form, or the date Buyer first accesses Company Technology in the absence of a Commercial Form.
   23. “End Users” means any individuals authorised by Buyer or Buyer Customers to access and use the Buyer Platform for the purpose of obtaining Digital Assets or Spend, to the extent otherwise permitted by the Agreement. For the avoidance of doubt, an End User may be a Recipient if the End User purchases Digital Assets for themselves. 
   24. “Face Value” means the predefined face value in a specified currency of a Digital Asset as shown on the COMPANY Platform or through the COMPANY API.
   25. “Intellectual Property Rights”  means all patent rights, copyrights, trademark rights, rights in trade secrets, design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
   26. “Link”: means the unique code associated with each ordered Digital Asset;
   27. “Losses”: means all amounts awarded to a third-party making a claim, and all penalties, fines, and reasonable costs (including reasonable legal fees) paid by a Party arising from a claim.
   28. “Initial Term” means the period set out in the Commercial Form, or until the date of rightful termination under Clause 14 in the absence of a Commercial Form.
   29. “Order” means Digital Assets (or other purchases) placed by Buyer via COMPANY Products.
   30. “Recipients” means the recipients of one or more Digital Asset(s).
   31. “Security Incident”: means any event that (i) materially compromises the security, confidentiality or integrity of the Buyer’s data or systems including the Buyer’s Platform; (ii) materially impairs the ability of the Buyer to conduct business, including unauthorised access or use of the Buyer’s Platform or access to the COMPANY’s Products; or (iii) is reasonably regarded as a security incident under applicable laws. 
   32. “US Buyer”: means a Buyer with a United States address indicated in the Commercial Form.
2. FEES:
   
   1. Fees and Payment: If any fees are specified in the Commercial Form or otherwise agreed by the Parties, Buyer shall pay them within thirty (30) days of COMPANY’s invoice via payment methods COMPANY may provide and in the currency required by COMPANY. Fees are non-refundable. Fees are exclusive of VAT/sales tax, which Buyer shall be responsible for paying if any are owed. Buyer remains responsible for Fees if payment cannot be processed.
   2. Annual Increases: COMPANY reserves the right to increase Fees annually, with prior notice.
   3. Late Payment: In addition to other rights and remedies, COMPANY reserves the right to (i) assess the lesser of five (5) percent interest and the highest amount permitted under applicable law on any late payments; (ii) suspend access to COMPANY Technology if any amount remains outstanding for more than fourteen (14) days; and (iii) collect outstanding amounts from the Buyer Float. Buyer is not permitted to claim any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) related to amounts outstanding due to COMPANY.
3. COMPANY PRODUCTS:
   
   1. Products Generally: COMPANY may make certain COMPANY Products available to you as a Buyer. Each COMPANY Product is subject to this Agreement, and may be subject to additional terms unique to such product (“Specific Terms”). If your Commercial Form identifies that you have purchased a product, any Specific Terms relevant to such COMPANY Product will apply. 
   2. Right to Use: COMPANY owns all rights to the COMPANY Products and all manuals, training materials, specifications, and similar materials provided by Company to Buyer relating to the COMPANY, which may be updated upon notice to Buyer. Subject to Buyer’s compliance with this Agreement (including payment of Fees and Buyer Obligations), COMPANY grants Buyer a limited, non-exclusive, non-transferable (except pursuant to Clause 12(c)) right to Use the COMPANY Products during the Term. COMPANY retains all rights not expressly granted. Any intellectual property created during the Term vests solely in COMPANY, and Buyer assigns upon creation any rights to COMPANY it may have in such property.
   3. Use Restrictions: Buyer will not and will not permit anyone (including Authorised Users) to: (i) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Company Technology (except to the extent such restriction is expressly prohibited by applicable law and Buyer sends notice and receives Company approval); (ii) sell, resell, sublicense, transfer, or distribute the Company Technology; (iii) use Company Technology to provide a hosting, outsourced, or managed services solution to unaffiliated third parties; (iv) introduce any back door or harmful instruction to disrupt Company Technology; (v) interfere with security related features; (vi) impose unreasonably large load on Company Technology; (vii) engage or assist development a competing solution; or (vii) access or use the Company Technology (a) in a manner intended to avoid incurring fees; (b) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; or (c) in a manner that breaches, or causes the breach of any applicable export control laws.
   4. Authorised Users: Buyer may permit Authorized Users to Use the COMPANY Products provided they comply with this Agreement. COMPANY may suspend or terminate any Authorized User who violates this Agreement. Buyer is responsible for all acts by its Authorized Users and End Users' use via the Buyer Platform, and Buyers’ Customers’ Platform. Further, Buyer shall ensure Authorized Users maintain the confidentiality of their log-in credentials.
   5. Product Modification: COMPANY may, in its sole discretion, modify, update, or otherwise alter COMPANY Products at any time. Upon release, COMPANY may require Buyer (within a reasonable timeframe) to use the most recent COMPANY Product versions or updates.
4. SUPPORT SERVICES:
   
   1. Generally: Subject to Clause 4(b), COMPANY shall provide reasonable assistance (including by providing Buyer with access to COMPANY’s product support content and documentation) to Buyer in relation to the use of the COMPANY Products and the purchase and distribution of Digital Assets, (the “Support Services”). Buyer shall log a support ticket using the tool or method communicated by COMPANY from time to time. COMPANY shall provide the Support Services during normal office hours on Business Days.
   2. End User Inquiries: If requested by COMPANY, Buyer shall ensure that any End Users and Recipients direct any queries concerning the specific Digital Assets to the relevant Brand.
5. PURCHASES:
   
   1. Purchases and Spend: Buyer may purchase Digital Assets for the Digital Asset Fee applicable to such Digital Asset. Regarding the purchase of Digital Assets in the United States, Buyer is purchasing Digital Assets from COMPANY (as the distributor of Digital Assets) for further distribution to Recipients. Additionally, Buyer may be permitted to access other spend avenues via other COMPANY Products that COMPANY may make available. Orders are non-refundable (whether in full or in part) unless the requested refund is caused by a COMPANY error. Solely Buyer shall be responsible for any refunds it decides to give to End Users or is required by law to provide. Purchases and Spend are exclusive of VAT/sales tax, which Buyer shall be responsible for paying if applicable.
   2. Buyer Float and Advanced Value: Buyer can make a pre-paid deposit maintained as the Buyer Float. The Buyer Float can be utilized to make purchases and to make use of spend avenues that are made available. The Buyer Float shall adjust based on the amounts deposited by Buyer, and the purchases made by Buyer from the Float. Additionally, the Buyer Float will reflect any Advanced Value that COMPANY grants. Buyer may request Advanced Value if the current Buyer Float is insufficient to cover an Order and; (i)  there is a delay in the Buyer Float reflecting a Buyer deposit; (ii) Buyer provides written evidence of confirmation of the transfer to COMPANY to increase the Buyer Float. Buyer must submit Advanced Value requests by sending an email to its account manager or support@runa.io if no account manager has been assigned; with a copy to finance@runa.io.
   3. Credit or Debit Card: If Buyer wishes to purchase Digital Assets through the COMPANY Platform, they must be purchased with a credit or debit card through the COMPANY Platform. Such purchases may be subject to credit card and debit card fees (as reflected during the purchase flow and/or as outlined by your card provider).
   4. Responsibility for Accuracy: Buyer shall ensure that it provides correct contact information (such as email addresses) for Recipients, and understands that COMPANY disclaims responsibility for any resulting events caused by Buyer providing incorrect information.
   5. Digital Asset Purchases: Company reserves the right to impose limits on any Order, restricting the Digital Assets that may be purchased, and reject Orders (including based on (i) the unavailability (or discontinuation) of specific Digital Assets; (ii) downtimes or technical issues; (iii) insufficient Buyer Float; (iv) COMPANY’s reasonable suspicion of unauthorized access to COMPANY Technology; (v) COMPANY’s reasonable suspicion of fraud via Buyer’s systems or Security Incident related activity; or (vi) COMPANY’s reasonable belief that the sale of such Digital Asset (or distribution of the Digital Asset by Buyer) may violate applicable law. Once a Recipient has clicked on the Link, the relevant Brand’s terms and conditions shall apply (including any legally permitted expiration date). To the extent permitted by law, if there are any unclaimed funds associated with the Link, the unclaimed funds will belong to the COMPANY. However, if the End User does access the Link at a later date, which is prior to the expiration date of the Digital Asset, any unclaimed funds associated with the Digital Asset will belong to the Brand. COMPANY will deliver Order Links to the Recipient email addresses provided by (or on behalf of the Buyer) or to the Buyer Platform. Company may change the availability of specific Digital Assets, and the pricing of Digital Assets from time to time.
6. BUYER OBLIGATIONS 
   1. Brand Related Obligations: (i) Buyer shall obtain a Brand’s prior written approval before purchasing Digital Assets (or using Brand Content) for promotional and/or marketing activities, selling Digital Assets, amending the template of a Digital Asset made available through COMPANY Products. Buyer shall email its Account  Manager or support@runa.io if Buyer does not have a dedicated Account Manager and provide sufficient details related to the request and any other information requested by COMPANY and/or the Brand. Buyer acknowledges and agrees that any such approval shall be at the Brand’s absolute discretion and subject to any conditions or requirements imposed by the Brand. (ii) Buyer shall comply with Brand’s terms and conditions applicable to a Brand’s Digital Assets that Buyer purchases and ensure such terms and conditions are shared with Digital Asset Recipients.
   2. Fraud Prevention Obligations: Buyer shall undertake reasonable measures to prevent (i) unauthorized access to the COMPANY Technology; (ii) unauthorized or fraudulent Orders (including any fraudulent purchase or use of Digital Assets); (iii) unauthorized use of any Buyer Float and/or any Advanced Value; and (iv) distribution of Digital Assets or other spend avenues to any Recipient that Buyer has a reasonable basis to believe is engaged in illegal conduct  (singularly or collectively, a “Fraudulent Event” in the event that damage is caused by Buyer’s breaches this subclause).
   3. Applicable Law: Buyer shall (i) maintain any and all necessary licenses and/or permissions necessary for Buyer to comply with the Agreement (including Using the Company Technology and operating a Buyer Platform) such as U.S. state money transmission laws, the U.S. federal Bank Secrecy Act to the extent applicable; (ii) comply with any and all applicable laws and regulations with respect to Buyer’s activities under the Agreement (including Using the Company Technology and operating a Buyer Platform) such as U.S. state money transmission laws, the U.S. federal Bank Secrecy Act to the extent applicable.
   4. Information Request: Buyer shall provide COMPANY with: (i) true and accurate information that COMPANY may reasonably request regarding (a) Buyer’s intended purposes for purchasing Digital Assets and/or spend on other spend avenues; and (b) Buyer’s intended display of Digital Assets and/or other spend avenues to be displayed on Buyer’s Platform; and (ii) information as reasonably required by COMPANY to permit COMPANY to comply with any of its obligations under relevant Anti-Money Laundering regulations. In the event of subclause (d)(ii), requested information may include (but shall not be limited to) proof of identity, proof of address, financial information, or other information necessary to verify the Buyer’s legal status, financial standing, or compliance with laws. 
   5. Buyer Dependencies: 
      
      1. Requirements: For COMPANY to provide the COMPANY Technology, Buyer shall ensure that (a) all Authorised Users have installed and accessed the COMPANY Technology via a supported version of the latest internet browsers and operating systems listed in any documentation COMPANY Provides; (b) it has internet connection with adequate bandwidth for Authorised Users to access and use the COMPANY Technology; (c) it shall maintain connectivity to the extent necessary to prevent network performance degradation; (d) the Buyer Platform complies with relevant specifications COMPANY provides from time to time; (e) it shall implement and maintain effective security policies and procedures to prevent unauthorised disclosure of login credentials related to COMPANY Technology and unauthorised access to the COMPANY Technology; (f) it shall obtain or procure all authorisations, instructions and/or permissions as may be necessary for COMPANY to provide Authorised Users with access to the COMPANY Platform; (g) it shall make available its employees and other staff members (in such number and with such level of seniority) to COMPANY as may be reasonably required in the circumstances to address any issue with the implementation, provision or cessation of access to the COMPANY Technology; (h) it shall have (and implement) a written information security programme that is in compliance with all applicable laws and industry standards and the Buyer will provide relevant evidence or certificates demonstrating compliance upon request by the COMPANY; and (i) the Buyer will ensure any third parties who are granted access to the Buyer’s Platform or the COMPANY Products will also meet the requirements of Sub-Clause 6(e)(i)(h).
      2. Provision of Company Technology: COMPANY shall not be required to provide the COMPANY Technology to Buyer, if COMPANY can demonstrate Buyer failed to meet any Buyer obligation or dependency outlined in Clause 6(e)(i).
7. INTELLECTUAL PROPERTY
   
   1. Ownership: COMPANY retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in COMPANY Technology, (excluding Buyer Data). Buyer shall not acquire any right, title, or interest to the COMPANY Technology except licenses granted herein.
   2. Buyer License to Company: Buyer hereby grants COMPANY, solely as necessary for COMPANY to perform its obligations in delivering COMPANY Products, a limited, non-exclusive, non-transferable and royalty-free license to use the Buyer Platform, any of Buyer’s Intellectual Property Rights and any data, information, software and/or technology made available to COMPANY.
   3. Modification: If Company receives information about an infringement or misappropriation claim related to the Company Technology, Company may at its discretion and at no cost to Buyer: (i) modify the Company Technology so that they are no longer claimed to infringe or misappropriate; (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement; or (iii) immediately terminate availability of Company Technology to Buyer and refund Buyer’s prepaid fees (in respect of any future period of supply).
8. PRIVACY AND DATA
   
   1. Data Processing Agreement: The Parties will comply with any applicable  DPA.
   2. Buyer License to Company: Buyer hereby grants COMPANY, solely as necessary for COMPANY to perform its obligations in delivering the COMPANY Products, a limited, non-exclusive, non-transferable and royalty-free license to use the Buyer Data
   3. Privacy Policy: Buyer agrees to and acknowledges that its use of the Company Technology is subject to the Privacy Policy available here.
9. CONFIDENTIAL INFORMATION
   
   1. Definition: “Confidential Information” means any information that is identified as confidential or that should reasonably understood to be confidential and includes the Buyer Data, COMPANY Technology, any screenshots of the operation of the COMPANY Products, any of COMPANY or its Affiliates’ or the COMPANY Products’ methodologies.
   2. Obligations and Limitations: Each Party shall: (i) not disclose the others Confidential Information except to those with a need to know whom are bound by obligations of non-disclosure, non-use, and security, and pursuant to legally required disclosure requests; (ii) not use the Confidential Information for any purpose other than as necessary to perform under the terms of, or exercise rights as provided under, this Agreement; and (iii) maintain the Confidential Information using reasonable measures to prevent improper access/disclosure of the Confidential Information. 
   3. Exclusions: These obligations and limitations don't apply to information that: (i) becomes public through no fault of the receiving Party; (ii) was known to the receiving Party without confidentiality obligations; (iii) is independently developed by the receiving Party without access to Confidential Information; or (iv) is rightfully obtained from a third party without restrictions.
   4. Brand Disclosures: If a Brand so requires, COMPANY may disclose reasonably necessary information to them relating to Buyer or its order. Buyer hereby consents to the disclosure.
10. REPRESENTATIONS AND WARRANTIES
    
    1. Mutual Representations and Warranty: Each Party represents and warrants to the other, that (i) it shall have the requisite power, capacity, licenses, approvals and authority to enter into the Agreement and carry out its respective obligations herein; (ii) it shall comply with all applicable laws and regulations (which may include those under U.S., E.U., U.K. law) (“Applicable Law”) that apply to their respective performances under this Agreement; (iii) it is not located in any of the following regions Cuba; Iran, North Korea; Syria; the Crimea, Luhansk, or Donetsk regions of Ukraine; Russia; Belarus; Kherson; Zaporizhia; or Venezuela (“High-Risk Jurisdictions”); (iv) it is not owned by any individuals or entities located in a High-Risk Jurisdiction; (v) it is not subject to any trade and/or economic sanctions restrictions pursuant to the laws, regulations, executive orders, determinations, and/or directives issued by U.S., E.U., and/or UK governmental authorities (“Sanctions”); and (vi) it will not undertake any acts with respect to this Agreement that would risk liability pursuant to any Sanctions.
    2. Buyer Representations and Warranties: Buyer also represents and warrants to COMPANY, that: (i) it is a bona fide business and does not utilize the Company Technology for personal/household purposes; and (ii) it has necessary rights, power, consents and/or authorities to (x) provide COMPANY with Buyer Data; and (y) grant licenses to Buyer Data and Buyer’s Intellectual Property Rights. 
11. DISCLOSURES AND LIMITATIONS OF LIABILITY
    
    1. Disclaimer: EXCEPT AS SET FORTH IN THIS AGREEMENT, AND TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, COMPANY PROVIDES COMPANY TECHNOLOGY AND BRAND CONTENT ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND AND DISCLAIMS ALL WARRANTIES (EXPRESS OR LIMITED OR STATUTORY) INCLUDING ANY REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, ERROR-FREE, FREE OF HARMFUL CODE OR UNINTERRUPTED OPERATION. BUYER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH LAWS REGARDING ITS PRODUCTS AND SERVICES. COMPANY IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICE PROVIDER ERRORS OR OMISSIONS.
    2. INDIRECT DAMAGES: EXCEPT FOR BREACH OF CONFIDENTIALITY, FRAUD, WILLFUL MISCONDUCT, PAYMENT OBLIGATIONS, OR IP RIGHTS VIOLATIONS, TO THE EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE (REGARDLESS OF WHETHER BUYER WAS ADVISED OF THE POSSIBILITY OF DAMAGE) FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THEORY.
    3. Total Liability: EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT, AND TO THE EXTENT PERMITTED BY LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED ONE HUNDRED THOUSAND BRITISH POUND STERLING (£100,000). 
    4. Basis of the Bargain: THE LIMITATIONS OF LIABILITY ARE ESSENTIAL TO THE BASIS OF THE BARGAIN AND WILL APPLY EVEN IF REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
12. INDEMNIFICATION
    
    1. COMPANY Indemnification: COMPANY shall defend, hold harmless against claims (and indemnify Buyer against all Losses) stemming from allegations that Buyer’s proper use of COMPANY Technology (according to this Agreement and COMPANY provided materials) has violated the intellectual property rights of any third-party. 
    2. COMPANY Exclusions: COMPANY’s indemnification obligations do not apply to the extent that claims arise from: (i) Buyer exceeding the scope of any right, license, or consent to use the COMPANY Technology; (ii) any use of the COMPANY Technology not in accordance with this Agreement; (iii) breach by Buyer (or any party it instructs or acting on its behalf) of any restrictions outlined in the Use Restrictions Clause 3 (c); (iv) or any use of the COMPANY Technology in combination with other products, hardware, equipment, software or data not expressly authorised by COMPANY for combination; (v) any modification of COMPANY Technology other than by a person COMPANY expressly permit (or a third-party providing any element of the services described in the Agreement for or on behalf of COMPANY); or (vi) Buyer’s breach of any Representation or Warranty.
    3. Buyer Indemnification: Buyer shall defend and hold harmless against claims (and indemnify COMPANY, its officers, directors, employees, and agents against all Losses) stemming from: 
       
       1. Buyer’s breach of any Buyer Dependencies (Clause 6(e)(i)); 
       2. Buyer’s breach of any Brand Related Obligations (Clause 6(a);
       3. Buyer’s breach of any Applicable Law (Clause 6(c);
       4. Buyer’s breach of any applicable Representation or Warranty; and/or
       5. Any Fraudulent Event;
    4. Procedures: The indemnified party will promptly notify the indemnifying party of allegations, claims, demands, proceedings, or other actions (an “Indemnified Claim”). The indemnifying party will have exclusive control over defense and settlement, with the indemnified party providing reasonable cooperation at the indemnifying party's expense. The indemnified party may participate at its own expense, but shall not settle or compromise any Indemnified Claim or make any admission of liability without the indemnified party’s express prior written consent.
13. MARKETING
    
    1. Acknowledgement: Buyer acknowledges and agrees that COMPANY may include Buyer’s name, trademarks (upon mutual agreement of a trademark licence) and a description of the technology/services provided to Buyer in case study marketing content, lists of or references to any of COMPANY’s clients on its website and/or in proposals, and in other marketing materials.
    2. Testimonial: Buyer agrees to provide a written testimonial if COMPANY Technology meets Buyer’s requirements.
14. TERM LENGTH AND TERMINATION
    
    1. Term: This Agreement begins on the Commencement Date through the Initial Term and shall renew for successive renewal terms (each lasting the same length of time as the Initial Term) until either Party rightfully terminates this Agreement in accordance with the provisions provided herein. Collectively, the Initial Term and renewal terms shall be the “Term”.
    2. Termination Rights: Without affecting any other right or remedy available, the non-infringing Party may terminate the Agreement (in whole or in part) by giving written notice if:
       
       1. the other party materially breaches the Agreement and such breach is irremediable (or a remediable breach not remedied within 30 days of the breach notification);
       2. the other party becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986 or other equivalent applicable law or regulation (if any)), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction; or
       3. Buyer fails to pay any sums due to COMPANY when due;
       4. either Party wishes to terminate (a) at the end of the then-current Term, and such written notice is provided in advance of the expiration date (by a number of days equal to or greater than the number of days stated in the “Notice Period” field in the applicable Commercial Form); or (b) by providing sixty (60) days advance written notice where no Commercial Form exists; or
       5. other express termination events provided herein occur. 
    3. Termination Consequences: The following shall occur in the event of a Termination of the Agreement:
       
       1. Payment and Return of Float: Buyer shall pay (within 10 Business Days of termination) pay COMPANY any outstanding balances owed to COMPANY including repayment of Advanced Value. COMPANY shall return the remaining Buyer Float (minus Advanced Value) within 60 Business Days of termination, but shall have a right to set-off the Buyer Float against amounts that remain due to COMPANY. Buyer shall not be entitled to a refund of any unearned fees Buyer paid in advance except in the event of a termination by Buyer pursuant to Clause 14 (b)(1). 
       2. Licenses and Confidential Information: The licenses/authorisations granted to Buyer by COMPANY under this Agreement shall end automatically. Each Party shall return all Confidential Information (including any copies) or certify in writing the destruction of same (except that each Party is entitled, subject to ongoing non-use, security, and non-disclosure obligations to (a) keep one copy of the other Party’s Confidential Information to the extent that legal, regulatory, judicial or internal compliance procedures require retention; and (b) retain Confidential Information that is stored in an electronic back-up which cannot be readily isolated and deleted). 
       3. Survival of Obligations: Provisions that either expressly or implicitly are intended to come into or continue in force following termination of the Agreement shall remain in effect, including (but not limited to) those pertaining to outstanding payment obligations to pay, indemnification, dispute resolution, limitations of liability, representations and warranties, intellectual property ownership, confidentiality, governing law, and jurisdiction of disputes.
       4. Survival of Rights: Termination of the Agreement shall not affect any rights, remedies, or obligations that accrued prior to termination such as damages.
       5. Accessing After Termination: Any access by Buyer to the COMPANY Technology, under the following circumstances, will trigger entering into a new Agreement, with a new commencement date and effective date matching the date of such access, and subject to COMPANY’s then-current standard rate card for Fees and Digital Asset Fees as follows: 
          1. (A) without previously executing a Commercial Form shall continue until either Party provides at least 60 days prior written notice of termination; or
          2. (b) following any termination of this Agreement where a Commercial Form existed until the length of time matching the Initial Term concludes. 
15. NON-CIRCUMVENTION
    
    1. Covered Brands: For the duration of the Agreement, Buyer shall not solicit for business, engage in or do business relating Buyer’s purchase of Digital Asset, directly from a Brand (i) that was making Digital Assets available for purchase via the COMPANY Products at any point during any applicable Term and (ii) with which Buyer does not have an existing contractual relationship as of the date the Digital Assets of such Brand are first made available for purchase via the COMPANY Products.
16. MISCELLANEOUS 
    
    1. Force Majeure: A failure to perform obligations herein (except Buyer’s payment obligations) resulting from circumstance beyond a Party’s reasonable control (a “Force Majeure Event”) shall not breach this Agreement. If a Force Majeure Event continues for at least 3 months, the unaffected Party may terminate the Agreement upon 30 days’ written notice to the other Party.
    2. Subcontracting: COMPANY may engage third parties to perform its obligations in this Agreement, provided that COMPANY shall (unless otherwise stated) remain fully liable to Buyer for performance of the obligations (subject to exclusions and limitations outlined herein).
    3. Assignment: Buyer shall not assign any of its rights or obligations under the Agreement, without the prior written consent of COMPANY. This Agreement shall inure to the benefit of and be binding on the Parties and their respective successors and permitted assigns.
    4. Terms Updates: Company may modify this Agreement (including exhibits or Specific Terms) from time to time with effect as of the date of posting unless otherwise noted. Your use of COMPANY Technology after the update evidences your agreement to the update. If you do not agree, stop using your account and request account closure. Company may also change the URL for accessing the terms by providing notice to you of such change.
    5. Waiver: Failure or delay to enforce any provision (or partial enforcement) does not waive future enforcement of that or other provisions. Waivers must be written, signed by the waiving Party.
    6. Rights and Remedies: Except as stated, exercising a remedy herein doesn't preclude others.
    7. Severability: If a provision is held unenforceable by a competent court, it will be enforced to the full extent possible in line with the Parties intent, and remaining provisions shall still apply.
    8. Entire Agreement: This Agreement, including exhibits, Specific Terms and Commercial Forms, is the Parties’ complete agreement, superseding all prior agreements on this subject.
    9. The Parties Relationship: The relationship is that of good/service provider and customer. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.
    10. Third Parties: A person who is not a Party to the Agreement shall not be entitled to enforce it.
    11. Notices: Any notice required to be given under the Agreement shall be in writing (i) to Company: support@runa.io (with a copy to legal@runa.io) with the subject “LEGAL NOTICE”; (ii) to Buyer: at the the notice email set out in the Commercial Form (if applicable) or the Authorised Users emails provided upon registration of an account. Notices will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9am on the first Business Day following dispatch).
    12. Counterparts: Commercial Forms may be executed in counterparts, including electronic signatures, which together constitute one agreement.
    13. Conflicting Terms: If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order (of decreasing precedence): the Commercial Form (including Pricing Modules), Specific Product Terms, any DPA, and these Terms of Use.
    14. Governing Law and Jurisdiction: The Agreement and all matters arising from it (including any contractual or non-contractual obligation) shall be governed by, construed in accordance with the laws of, and litigated exclusively (with consent irrevocably consented to) as follows: 
        1. Non-US Buyer: England and Wales Law (England Courts); or
        2. US Buyer: Delaware Law (Federal Courts of Delaware).