RunIQ Cloud Beta Evaluation Agreement and End User License Agreement
1. Acceptance and Beta Purpose
This RunIQ Cloud Beta Evaluation Agreement and End User License Agreement (the “Agreement”) is between RunIQ Labs, LLC (“RunIQ”) and the individual or organization accepting this Agreement (“Participant”).
By checking the acceptance box and selecting “Accept & Join Beta,” Participant agrees to this Agreement. If Participant accepts on behalf of an organization, Participant represents that they have authority to bind that organization.
The parties agree to conduct this transaction electronically. Participant’s affirmative acceptance action constitutes Participant’s electronic signature and acceptance of this Agreement to the extent permitted by applicable law. RunIQ may maintain electronic records documenting the Agreement version accepted and the acceptance event.
The RunIQ Cloud Beta (“Beta Services”) is a pre-general-availability service provided for evaluation, testing, benchmarking and feedback. The Beta Services may contain errors, may be incomplete, may use manual or partially manual operating processes, may change substantially, may be unavailable from time to time, and may not become generally available.
Unless RunIQ agrees otherwise in writing, Participant may use the Beta Services only for its internal business evaluation.
2. Eligibility and Account
Participant must be at least 18 years old and legally capable of entering into this Agreement. Participant will:
- provide accurate registration information;
- protect account credentials;
- allow access only to authorized users; and
- promptly notify RunIQ of suspected unauthorized access.
Accounts may not be shared outside Participant’s organization or with persons not authorized to participate in the Beta.
RunIQ may limit Beta participation by user, organization, geography, workload, configuration, capacity, run count, compute consumption or other reasonable program criteria.
3. Beta License and Intellectual Property
Subject to this Agreement, RunIQ grants Participant a limited, revocable, non-exclusive, non-transferable and non-sublicensable right during the Beta period to access and use the Beta Services solely for permitted evaluation and benchmarking.
The Beta Services are licensed, not sold.
RunIQ and its licensors retain all rights, title and interest in the Beta Services and all related software, algorithms, interfaces, documentation, designs, methodologies, benchmark frameworks, scoring systems, report formats, DDR structures, RunIQScore™, and other RunIQ intellectual property.
Participant retains ownership of its own data, content and other materials submitted to RunIQ. No rights are granted except those expressly provided in this Agreement.
4. Permitted Use and Restrictions
Participant will use the Beta Services only for lawful and authorized purposes. Participant will not:
- introduce malicious code, attack or disrupt the Beta Services or associated infrastructure;
- attempt unauthorized access or circumvent security, usage, licensing or access controls;
- reverse engineer, decompile, disassemble or attempt to discover source code, algorithms, scoring logic, APIs, methods, report structures, DDR structures, benchmark frameworks, workflows or non-public methodology, except where such restriction is prohibited by applicable law;
- use the Beta Services, RunIQ outputs, RunIQ Confidential Information or access gained through the Beta to build, train, validate, benchmark, improve or support a competing product or service, or to reproduce RunIQ’s methodology, scoring system, report format or comparative framework;
- misrepresent, manipulate, selectively excerpt or present RunIQ results in a misleading manner;
- use the Beta Services for safety-critical, life-support, weapons-control, nuclear-control, emergency-response or similar applications where failure could cause death, injury or severe damage, unless separately approved by RunIQ in writing; or
- violate applicable law, third-party rights, or applicable infrastructure-provider terms.
RunIQ may suspend or terminate access for violations of this Section.
5. Proprietary Models and Sensitive Workloads
Unless RunIQ expressly approves otherwise in writing, Participant must not upload or provide RunIQ with proprietary model weights, confidential model binaries, confidential source code, highly sensitive training datasets, or other highly sensitive proprietary workload artifacts.
Evaluation of proprietary models or sensitive workloads may require a separate agreement, security review, statement of work, enterprise deployment or customer-controlled execution environment. Nothing in this Agreement obligates RunIQ to accept custody of proprietary models or sensitive data.
6. Infrastructure, Availability and Results
The Beta Services may use third-party cloud, GPU, infrastructure and other compute providers.
Availability of any provider, region, GPU, instance or configuration is not guaranteed. Beta runs may fail, be delayed, produce incomplete results, require reruns or become unavailable because of capacity, infrastructure, provider, network, security or other operational conditions.
RunIQ does not provide an uptime, availability or turnaround-time guarantee for the Beta Services.
Benchmark results reflect the workload, software, hardware, provider, configuration, methodology and operating conditions used at the time of testing. Results are not guarantees of future performance, cost, availability or suitability.
7. Participant Data and Service Telemetry
Participant retains ownership of data and content submitted to the Beta Services (“Participant Data”).
Participant grants RunIQ the limited right to host, process, transmit, reproduce and use Participant Data as reasonably necessary to provide, secure, operate, support and improve the Beta Services and to generate requested benchmark results.
RunIQ may collect technical telemetry and metadata generated through use of the Beta Services, including configuration information, benchmark measurements, provider selections, run status, performance measurements, errors and product-interaction data (“Service Telemetry”).
RunIQ may use Service Telemetry and other information in aggregated or de-identified form to operate, analyze, improve and develop its products and methodologies, provided that RunIQ will not publicly attribute such information to Participant without permission.
Personal information is handled in accordance with the RunIQ Privacy Policy.
8. Benchmark Results, DDRs and Publication
Participant may use benchmark results and Deployment Diagnostic Records (“DDRs”) generated for Participant for its internal business, engineering, procurement and evaluation purposes.
RunIQ retains ownership of its benchmark methodologies, scoring systems, report formats, DDR structures and other RunIQ intellectual property embodied in the results.
During the Beta, Participant must not publicly publish, distribute, market or disclose RunIQ-generated benchmark results, RunIQScore™ results, DDRs, screenshots, charts, comparative results or methodology statements without RunIQ’s prior written permission.
Participant may disclose such information internally to employees, board members and professional legal, financial, accounting or technical advisors who have a need to know and are subject to appropriate confidentiality obligations.
Disclosure to any other third party, including contractors, vendors, investors, financing sources, insurers, partners or infrastructure providers, requires RunIQ’s prior written approval unless that person is acting as a professional advisor subject to appropriate confidentiality obligations. Participant remains responsible for breaches of these restrictions by persons to whom it discloses the materials.
Participant must not use RunIQ results to imply that RunIQ has certified, endorsed, warranted, approved or guaranteed a particular provider, OEM, GPU, accelerator, configuration, model or purchasing decision.
Without RunIQ’s prior written approval, Participant may not use RunIQ results to publicly claim that one provider, OEM, GPU, accelerator, configuration or other technology outperforms another, or present results without material context in a manner that could reasonably mislead.
9. Confidentiality
Each party may receive non-public information from the other party (“Confidential Information”). The receiving party will use Confidential Information only for purposes permitted under this Agreement, protect it using at least reasonable care, and disclose it only to persons permitted under this Agreement who need to know it and are subject to appropriate confidentiality obligations.
Confidential Information does not include information that the receiving party can demonstrate is or becomes public without breach; was lawfully known without restriction before disclosure; was lawfully received from a third party without a confidentiality obligation; or was independently developed without use of the Confidential Information.
A party may disclose Confidential Information when required by law, provided it gives notice where legally permitted and reasonably cooperates in seeking confidential treatment.
These obligations survive termination for five years, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.
RunIQ’s unreleased product functionality, methodology, scoring systems, architecture, roadmap, security information and other non-public Beta information will remain confidential until RunIQ makes the applicable information public, even if that period exceeds five years.
10. Feedback
Participant may provide suggestions, comments, feature requests, error reports and other feedback regarding the Beta Services (“Feedback”).
Participant grants RunIQ a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable right to use, reproduce, modify, distribute, commercialize and otherwise exploit Feedback without restriction or compensation or other obligation to Participant.
This Feedback license does not transfer ownership of Participant Data, Confidential Information, proprietary models or other Participant intellectual property merely because such material is referenced in Feedback.
11. Security and Acceptable Security Testing
RunIQ will use commercially reasonable administrative, technical and organizational safeguards appropriate to the Beta nature of the service.
Participant must promptly report suspected security vulnerabilities, unauthorized access, credential compromise or security incidents to security@runiqlabs.com.
Participant must not perform or permit penetration testing, vulnerability scanning, denial-of-service testing, credential attacks, exploitation attempts or attempts to circumvent or bypass access controls against RunIQ systems, the Beta Services or infrastructure used by RunIQ without RunIQ’s prior written authorization.
Participant will not publicly disclose a vulnerability before giving RunIQ a reasonable opportunity to investigate and remediate it, subject to applicable law.
12. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BETA SERVICES, SOFTWARE, BENCHMARKS, REPORTS, DDRs, RUNIQSCORE™ RESULTS, RECOMMENDATIONS, COMPARATIVE OUTPUTS AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS.
RunIQ disclaims all warranties, express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, availability and security.
RunIQ does not warrant that the Beta Services will be uninterrupted or error-free, that a particular provider or configuration will be available, that a benchmark will complete, or that benchmark results will be reproducible under different conditions.
RunIQ benchmark results, DDRs, RunIQScore™ results, recommendations and comparative outputs are technical evaluation evidence only. They are not warranties, certifications, procurement guarantees, financial, legal, accounting, investment or insurance advice, regulatory or compliance certifications, or guarantees of future production performance.
Participant is responsible for its own infrastructure, security, compliance, procurement and deployment decisions.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenue, business, goodwill, data, use or anticipated savings.
RunIQ’s total aggregate liability arising out of or relating to this Agreement or the Beta Services will not exceed the greater of: (a) the amount Participant actually paid RunIQ for the Beta Services during the three months preceding the event giving rise to the claim; or (b) US $1,000.
The foregoing limitations and cap do not apply to: (i) a party’s breach of confidentiality obligations; (ii) unauthorized use, misuse or disclosure of the other party’s data, Confidential Information, credentials, materials, benchmark results or protected Beta materials; (iii) infringement or misappropriation of intellectual property; (iv) fraud; (v) gross negligence; (vi) willful misconduct; (vii) indemnification obligations; or (viii) liabilities that cannot legally be limited or excluded.
14. Indemnification
Participant will defend, indemnify and hold harmless RunIQ, its affiliates, and their officers, directors, employees and agents from third-party claims, damages, losses, liabilities, costs and reasonable attorneys’ fees arising from or relating to:
- Participant Data, prompts, code, credentials or other materials that infringe, misappropriate or violate third-party rights;
- Participant’s unlawful, unauthorized or abusive use of the Beta Services;
- Participant’s violation of this Agreement;
- unauthorized disclosure or misuse of RunIQ Confidential Information, benchmark results, DDRs, RunIQScore™ results or protected Beta materials;
- infringement or misappropriation of RunIQ intellectual property;
- unauthorized security testing, circumvention or access-control bypass; or
- Participant’s use of third-party infrastructure in violation of applicable provider terms.
RunIQ will provide reasonable notice and cooperation regarding an indemnified claim. Participant may not settle a claim in a manner that admits wrongdoing by or imposes obligations on RunIQ without RunIQ’s prior written consent.
15. Suspension, Termination and Beta Transition
Either party may terminate participation in the Beta at any time.
RunIQ may suspend, limit or terminate access if it reasonably believes Participant’s use creates security, legal, operational, capacity, abuse, provider, export-control, sanctions or other material risk, threatens the Beta Services or other users, or violates this Agreement.
RunIQ may discontinue the Beta or any feature, provider, model, configuration or access tier at any time. Participation does not create any right to continued access, free service, preferred or grandfathered pricing, feature availability, capacity, production licensing, feature parity or admission to a future generally available offering.
Upon termination or suspension, Participant must stop using the affected Beta Services and, upon RunIQ’s request, delete RunIQ’s non-public Confidential Information and Beta materials, subject to legally required retention and routine inaccessible backups. Participant may retain its own DDRs and results for internal recordkeeping subject to the continuing restrictions in this Agreement.
Sections that by their nature should survive termination, including intellectual property, confidentiality, benchmark-result/publication restrictions, Feedback, disclaimers, liability limitations and exceptions, indemnification, dispute resolution and general terms, will survive.
RunIQ may introduce paid plans, usage limits, per-run charges, subscriptions, enterprise offerings, custom-workload engagements, Monitor offerings or other commercial terms. Participant will not be charged new fees without an applicable purchase, order, subscription or affirmative acceptance mechanism.
16. Export Controls, Sanctions and Restricted Uses
Participant will comply with applicable U.S. and other export-control, trade-sanctions and import laws in connection with the Beta Services.
Participant represents that it is not a prohibited or sanctioned party and will not use, export, reexport, transfer, release or provide access to the Beta Services in violation of applicable end-use, end-user, destination, sanctions or other trade restrictions.
Participant will not use the Beta Services in connection with prohibited or restricted nuclear, missile, chemical or biological weapons, military-intelligence, weapons-development or other restricted end uses except where expressly authorized by applicable law and, where required by RunIQ, separately approved in writing.
Participant will provide accurate ownership, location, end-user, end-use and other information reasonably requested by RunIQ for compliance screening. RunIQ may deny, suspend, restrict or terminate access immediately if it reasonably believes a participant, user, destination, workload, proposed use, provider or transaction presents a trade-compliance risk.
17. General Terms
This Agreement, together with any terms or documents expressly incorporated by reference, is the entire agreement between the parties regarding the Beta Services and supersedes prior or contemporaneous discussions or understandings on that subject.
RunIQ may revise this Agreement for future or continued Beta use. If a revision is material, RunIQ may require renewed affirmative acceptance before continued use. A revised agreement will have a new version identifier; prior accepted versions and acceptance records may be retained for contract administration and evidentiary purposes.
Participant may not assign or transfer this Agreement without RunIQ’s prior written consent, except in connection with a merger, reorganization or sale of substantially all relevant assets to a non-competitor that agrees to be bound by this Agreement. Participant may not assign this Agreement to a RunIQ competitor without RunIQ’s prior written consent. RunIQ may assign this Agreement in connection with a corporate reorganization, financing, merger, acquisition or sale of assets.
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruption, utility or power failure, internet or telecommunications failure, third-party cloud, GPU, infrastructure-provider or networking outage or failure, government action, epidemic, supply interruption or infrastructure-capacity shortage; provided this does not excuse payment obligations already due.
If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. Failure to enforce a provision is not a waiver of future enforcement. The parties are independent contractors and this Agreement does not create a partnership, joint venture, fiduciary, agency, franchise or employment relationship.
Legal notices to RunIQ must be sent to legal@runiqlabs.com. Notices to Participant may be sent to the email address associated with Participant’s RunIQ account or through the Beta Services.
18. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions to the extent applicable.
Except for permitted provisional or injunctive relief, disputes arising from or relating to this Agreement, the Beta Services or the parties’ relationship concerning the Beta Services will be resolved through final and binding arbitration administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures by one neutral arbitrator. The arbitration will be conducted in San Diego County, California, unless the parties agree otherwise in writing.
Either party may seek temporary, preliminary, emergency or other provisional relief in a state or federal court located in San Diego County, California to protect confidential information, intellectual property, security, credentials, data, or against unauthorized access, disclosure, use or misuse, without waiving arbitration of the underlying dispute.
Proceedings will be conducted only on an individual basis. To the maximum extent permitted by law, the parties waive class, collective, consolidated, private-attorney-general and representative proceedings. For any dispute properly heard in court rather than arbitration, each party waives trial by jury to the maximum extent permitted by law. The parties will keep arbitration proceedings and awards confidential except as necessary to enforce an award, comply with law, or protect legal rights.