Acuerdo de términos de servicio
Last updated September 26, 2017
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Runa HR Delaware, a Delaware corporation doing business as Runa, and its affiliates and operating subsidiaries across Latin America (collectively, “Runa”). This Agreement contains the terms and conditions that govern the use of Runa’s HR Software (the “Platform”). Runa directly, and through its website (https://runhr.com) and the associated domains thereof (the “Site”), offers customers the products and services listed at http://runahr.com/precio/ (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and / or the Services, in their company’s representative capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, to “User”). If User is agreeing to these terms on behalf of a business or an individual other than User, and the User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees,
By entering into this Agreement, User is acknowledging that User has read and that User understands the terms of this Agreement and that User agrees to be bound by the arbitration provision and class action waiver.
1. Additional Terms for Services
Runa’s provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Runa may present User with for review and acceptance at the time User subscribed to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated there.
In order to receive any Service, User must be enrolled in one of the following plans (each, to “Service Plan”), each of which is governed by the Service Terms listed next to such Service Plan and are incorporated herein by reference, as applicable to User. User accepts the Service Terms listed next to the Service Plan which coincides with User’s Plan Selection (as defined below) or Service Plan access by (i) clicking the applicable button to indicate User’s Service Plan choice (the “Plan Selection”); (ii) clicking the applicable button to indicate User’s acceptance of this Agreement (in the event that User is already enrolled in a Service Plan); or (iii) accessing or using the Services. By taking any of the aforementioned actions, User agrees to be bound by the applicable Service Terms of the time that such action occurs.
2. Services Fees and Charges
User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at http://runahr.com/price/. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar months in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would This fee will be charged for such a month and will not be carried out in such a month., and such fees are applied in full for a given calendar month. Fees for the Services will be billed to the User according to the period specified in the purchase contract (monthly, quarterly or annually). The User is expected to pay for the service 30 days after receiving their bill. If the User does not pay within this period, Runa reserves the right to freeze access to the Services. Notwithstanding the foregoing, Rune may invoice User for any applicable, outstanding fees, and User shall pay such invoice within thirty (30) days of receipt thereof via money transfer, ACH, check, or any other payment method Rune may deem acceptable in its sole discretion. All fees are non-refundable. Runa may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). or any other payment method Rune may deem acceptable in its sole discretion. All fees are non-refundable. Runa may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services). or any other payment method Rune may deem acceptable in its sole discretion. All fees are non-refundable. Runa may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Runa reserves the right to change the fees for its Services in the future. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increases or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window User’s agreement to those changes.
3. Switching Service Plans
Runa currently offers several Service Plans with varying features and fee schedules, as well as multiple add-on services that User can choose to opt for additional fees, unless otherwise stated. Before User, Services will be asked to select a Service Plan from those detailed at http://runahr.com/precio/. User’s request to change User’s Service Plan via the Platform.
If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such an upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to the User’s Service Plan charge for the calendar month in which User is upgraded and for each calendar month thereafter for as long as User is subscribed to the New Upgrade Plan.
If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go to effect until the beginning of the calendar month following the calendar month in which User elected to downgrade ( the “Downgrade Election Month”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month. After the Downgrade Election Month, User will access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan.
The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month following the Downgrade Election Month and for each calendar month thereafter for as long as User is subscribed to the New Downgrade Plan.
4. User Accounts
To use the Platform, User must have an account with Runa (an “Account”). User hereby authorizes Rune to obtain and store User’s Account information as necessary to make the Platform available to User.
5. Who May Use the Platform
User may use the Platform only if User is eighteen (18) years of age or older and is not barred from using the Services under applicable law.
7. User’s Compliance with the Agreement
Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.
8. User Is Responsible for Certain Information and Obligations Relating to the Services
User will designate and authorize either and / or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and / or User’s business with respect to Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and / or provide approvals on User’s behalf. In the understanding that Runa will act only as a provider of the Services and all the information provided by the User by using Runa´s Services and its treatment will be User´s own responsibility.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Runa reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Runa to take on its behalf.
In addition, User is only responsible for (i) following instructions that Runa provides for User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and maintaining secure any equipment and ancillary services necessary to connect to, access, or otherwise use the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services ( as defined below) used by User.
User will, and will cause authorized users of User’s Account, including but not limited to Account Managers and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via User Account . If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Rune. Runa reserves the right to prevent access to the Services if Runa has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
Runa with the information required for Runa to perform the Services. User may provide such information directly to Runa or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Runa that for any information that User shares with Runa, whether directly, via its Account Administrator, or via its Authorized Representative, it will be User´s own responsibility if User shares such information. User is responsible for the accuracy and completeness of information provided to Runa, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover,
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Runa (or otherwise made available to User by Runa) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Runa of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Runa.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify Runa of any third-party notices that User may receive which could affect Runa’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Runa in connection with the Services, such as notices from the tax authorities or other government agencies, or judgements, regarding penalties or errors relating to the Services.
User agreement that, to the fullest extent permitted by law, the provision of Account login credentials (eg, username and password) or identity verification credentials to Runa by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (eg, clicking the “Calculate Payroll” or other buttons) or otherwise (eg, verbally telling Runa Customer Care representative to take action), will have the same effect payments, filings, or any other actions in connection with the Services.
9. User Verification
User gives Runa permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. Rune may ask for User’s name, address, date of birth, oficial country ID number, and other information that will allow Runa to identify User. Rune may also ask to see User’s oficial country ID or other identifying documents. Runa may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Runa is unable to verify satisfactory credit of User’s business, and / or for other lawful business reasons.
10. Third-Party Services, Websites, and Resources Through the Platform
The Platform and the Services may contain links to third-party websites or resources. Runa provides these links only as a convenience and is not responsible for the content, products, or services on or from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
11. Proprietary Rights
User Content and Licenses Granted “User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on , or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that Runa provides for User via the Services shall constitute Runa Content (as defined below) hereunder. Runa does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to Rune to non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Rune the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and Runa has the right to remove User Content from the Platform in accordance with Section 14. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Rune the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and Runa has the right to remove User Content from the Platform in accordance with Section 14. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Rune the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and Runa has the right to remove User Content from the Platform in accordance with Section 14.
User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may continue to exist on the Platform. Runa is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
Runa’s Intellectual Property Rights
“Runa Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Runa, other than User Content. User Content and Runa Content shall be collectively referred to herein as “Content.”
Runa and its licensors exclusively own all right, title, and interest in and to the Runa Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“Rune IP”). User acknowledges that the Platform, Services, and Runa Content are protected by copyright, trademark, and other intellectual property laws of the United States and of the countries in Latin America where it has wholly-owned operating subsidiaries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in the accompanying Platform, Services, or Runa Content. This Agreement does not convey any proprietary interest in any Runa IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or Runa Content (“Feedback”) is given entirely voluntarily and Runa will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it is fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to Runa in response to any surveys Runa conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, Runa grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download Runa Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
12. Consent to Receive SMS / MMS / Whatsapp Messages About User’s Account
By providing User’s mobile phone number to Rune, User agrees that Runa may send User autodialed Short Message Service (“SMS”), Multimedia Messaging Service (“MMS”) or WhatsApp messages about activity in User’s Account and service updates, as well as SMS or MMS messages requesting User’s feedback about the Services and User’s experience interacting with Runa’s Customer Care team. Standard message and data rates may apply. Note that Runa will not send User autodialed marketing SMS or MMS messages unless User expressly agrees to receive such messages. If User would like to opt out of receiving SMS and MMS messages, User should contact firstname.lastname@example.org.
13. General Prohibitions
User agrees to take any of the following actions:
- Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
- Use the Services other than as authorized in this Agreement;
- Resell, sublicense, timeshare, or otherwise share the Services with any third party;
- Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Runa Content or any individual element within the Site, Platform, or Services, including Runa’s name and any Rune trademark, logo, or other proprietary information, in each case, without Runa’s express prior written consent;
- Access, tamper with, or use non-public areas of the Platform, Services, Runa’s computer systems, or the technical delivery systems of Runa’s providers;
- Interference or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
- Take any action that imposes or may impose (as determined by Runa in Runa’s sole discretion) an unreasonable or disproportionately large load on Runa’s (or Partners’) infrastructure;
- Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
- Harvest or scrape any Content from the Platform or Services;
- Attempt to probe, scan, or test the vulnerability of any Runa system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Runa or any of Runa’s providers or any other third party (including another User) to protect the Platform, Services, or Content;
- Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and / or search agents provided by Runa or other generally available third-party web browsers;
- Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other forms of solicitation through the Platform or Services;
- Use any meta tags or other hidden text or metadata utilizing a Runa trademark, logo, URL, or product name without Runa’s express written consent;
- Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
- Forge any TCP / IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
- Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
- Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
- Interference with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending to virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
- Collect from or on the Platform or Services any personally identifiable information or protected health information from other Users without their express permission;
- Impersonate or misrepresent User’s affiliation with any person or entity;
- Engage in any fraudulent, deceptive, or illegal practices or activities, or use the services to directly or indirectly support any such practices or activities;
- Violate any applicable law, rule, or regulation, or regulation in the countries where Runa has wholly-owned subsidiaries, as they may be amended from time to time (as amended, the “NACHA Rules”); or
- Encourage, assist, or enable any other individual to do any of the foregoing.
14. Runa’s Rights to Monitor User Content and Conduct
Although Runa is not required to monitor access to or use of User Content or to review any User Content, Runa has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Runa reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Runa, at Runa’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement or with applicable law or other legal requirement.
Runa has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Runa believes could affect the Platform, Services, or Content, including violations of this Agreement. Runa may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
Runa provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and Runa has no responsibility or liability with respect to such matter.
Runa has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible for any matters or disputes arising from the Documents.
Runa makes no representation or warranties regarding the validity or enforceability of electronic documents or electronic signatures, because those are not officially approved.. UNDER APPLICABLE FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER TO DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
16. Runa Makes No Representations Regarding Platform Availability
Runa makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
17. The Platform Can Cause Irrevocable Damage to User Content
The Platform’s performance of actions initiated by User may irrevocably modify and / or delete User Content. USER ACKNOWLEDGES AND AGREES THAT RUNE IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK. RUNA IS SOLELY A PROVIDER OF THE SERVICES.
18. Warranty Disclaimers
User’s use of the Platform, Services, and Content is entirely at User’s own risk. Runa is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Runa via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance. Notwithstanding the foregoing, Runa’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe for Runa’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND RUNA CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY RUNE. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUNA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, RUNA MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR RUNE CONTENT IN OR LINKED TO THE SERVICES. RUNA CAN NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. RUNA DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR RUNA CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, RUNA EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE US LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION WHERE RUNA HAS WHOLLY-OWNED OPERATING SUBISIDIARIES.
If any error results, if directly or indirectly, from Runa’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Runa reasonably believes to be User , an employee or independent contractor of User, an Account Administrator, or an Authorized Representative of User (each such error, to “Resulting Error”), then Runa will attempt to correct the Resulting Error, but Runa makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
Runa does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Runa will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
Runa works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third party service providers (i) make no warranty as to the accuracy or completeness of Information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services provided, if directly or indirectly, to User.
User will indemnify and hold harmless Runa and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgments, penalties, ends, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s gross negligence, fraudulent activity, or willful misconduct; (vii) Runa’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (viii) Runa’s or any other Indemnified Party’s use or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that Runa or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Runa or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (x) Runa’s or any other Indemnified Party’s use of reliance on information or data resulting from such Requested Actions; or (xi) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Runa’s instructions with respect to the Services.
20. Limitation of Liability
Runa is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Runa with information necessary for its provision of Services;”>(iv) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; “>(v) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vi) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (vii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (viii) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (ix) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Runa’s instructions with respect to the Services.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL RUNA’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO RUNE FOR USE OF THE PLATFORM, SERVICES , OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RUNE AND USER. IN NO EVENT WILL RUNA’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO RUNE FOR USE OF THE PLATFORM, SERVICES , OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RUNE AND USER. IN NO EVENT WILL RUNA’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO RUNE FOR USE OF THE PLATFORM, SERVICES , OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RUNE AND USER.
21. Duty to Mitigate
If the user becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Rune or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
22. Term; Termination; Suspension
The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. Rune may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. In addition to Runa’s foregoing termination right, Runa may suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Runa has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Rune determines that User’s actions are likely to cause legal liability for material negative impact to Runa; (iii) Runa believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Rune you have determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Runa providing User with notice of the non-payment; or (v) User files to petition under the US Bankruptcy Code or similar state or federal law, or petition under the US Bankruptcy Code or similar state or federal law is filed against User. Furthermore, while Runa strives to support a multitude of business and organization types, in certain unique situations, if Runa can not support the payroll-related filings for User’s business or organization type, Rune may immediately terminate the Services and this Agreement upon written notice to User .
The termination of any of the Services or this Agreement will not affect User’s or Runa’s rights with respect to transactions which occurred before termination. Runa will have no liability for any costs, losses, damages, penalties, ends, expenses, or liabilities arising out of or related to Runa’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of The Service Terms, which should survive, will survive and remain in effect even if this Agreement is terminated, canceled, or rescinded.
Upon termination of any of the Service (s) and / or termination of this Agreement, User’s right to access and use such terminated Services (s) will automatically terminate; provided, however, that Runa will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service (s) to view and download information that was available in User’s Account at the time of termination of such Service (s) (the “Limited Access Rights”). While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. Rune may deny the Limited Access Rights to User, or Runa may revoke the Limited Access Rights at any time, in its sole discretion,
23. Changes to the Agreement, Platform, or Service
Rune may modify the Agreement at any time, in Runa’s sole discretion. If Runa does so, Runa shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. It is important that User reviews the Agreement whenever Runa modifies it because if the User or the Modified Platform has been posted on the Platform or Services, it is indicated to Runa that User agreement to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, Runa may change or discontinue all or any part of the Platform, Services, or Runa Content at any time and without notice,
24. Governing Law
This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws and principles thereof.
including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written request for arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules Arbitration hearings will be held in San Francisco, California or any other location that is mutually agreed upon by User and Runa. A single arbitrator will be mutually selected by Runa and User and will be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and / or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Runa and User can not accept the arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award will be final and binding upon User and Runa. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Rune may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of San Francisco, California, for any monetary amounts that User owes to Runa (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Runa in such courts.
User and Runa agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND RUNE ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
26. Rune Is Not Responsible for Things Rune Can not Control
Runa is not responsible for any delays or failures in performance from any cause beyond Runa’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third- party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User.
Without limiting the generality of the foregoing or Section 18, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of access to the Platform and the Services. Likewise, Runa can not guarantee that any User Content hosted on a third-party server will remain secure.
This Agreement, including all applicable Service Terms, constitutes the entire agreement between Runa and User regarding the Platform, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. This Agreement may be amended only by a written amendment signed by the parties or as otherwise provided in Section 23. If any part of this Agreement is deemed to be unenforceable or invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. User may not assign this Agreement, by operation of law or otherwise, without Runa’s prior written consent. Any attempt by User to assign or transfer this Agreement, without such consent, will be null. Rune may freely assign or transfer this Agreement without restriction. The provisions of this Agreement shall be inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
Any notices or other communications provided by Runa under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed to be the date that notice is given. Runa’s failure to enforce any right or provision of this Agreement will not be considered as a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Runa. Except as expressly set forth in this Agreement,
28. Electronic Transmission
This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as original contract and shall be considered to have the same binding legal effect as if they were an original signed version thereof, delivered in person. Neither party hereto shall be argued that a contract was not formed on the basis of either (i) the use of electronic means to deliver to this agreement or to the acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.
29. Contact Information
If you have any questions about this Agreement, the Platform, or the Services, User may contact Runa at email@example.com. Runa, the provider of the Services, is located at Eugenio Sue 316, Colonia Polanco IV, Miguel Hidalgo, Mexico City, Mexico 11550. If User is a Mexican resident, User may report complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at:
Department of Consumer Affairs
Consumer Information Division
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834
Phone Number: (800) 952-5210