1.0 ACCEPTANCE OF TERMS

1.1 These Terms of Service are between you and Runa, Inc. d/b/a Runa ("Runa"), and consist of the most recent versions of the terms and conditions of the Runa Terms of Service (http://www.runa.com/legal/terms-of-service/). Your right to access the services provided by Runa (collectively, the "Runa Service") are subject to your acceptance of these Terms of Service.

1.2 BY COMPLETING THE REGISTRATION PROCESS FOR THE RUNA SERVICE ("Registration Process") AND CLICKING THE "I ACCEPT" BUTTON, YOU: agree to be bound by the Terms of Service. Any new features or tools that are added to the current Service shall also be subject to the Terms of Service. Runa reserves the right to update and change the Terms of Service (including but not limited to its billing practices) by posting updates and changes to the Runa website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact your rights and/or obligation.

1.3 The failure of Runa to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Runa and govern your use of the Service, superseding any prior agreements between you and Runa (including, but not limited to, any prior versions of the Terms of Service).

2.0 INTELLECTUAL PROPERTY

2.1 Except for the rights expressly granted herein, these Terms of Service do not constitute a transfer by Runa any developed, licensed or owned technology provided in connection with the Runa Service (the "Runa Technology"); and all right, title and interest in and to the Runa Technology will remain solely with Runa. You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from or in the Runa Technology. Runa reserves any rights not expressly granted to you hereunder.

2.2 By uploading images and item description content to Runa.com, you agree to allow other internet users to view them and you agree to allow Runa to display and store them and you agree that Runa can, at any time, review all the content submitted by you to its Service.

3.0 PAYMENT TERMS

3.1 You will pay all fees associated with the Runa Service according to the prices and terms applicable to your use of the Runa Service. Unless otherwise agreed by Runa in writing, any and all Runa invoices shall be due and payable immediately upon receipt, and any and all amounts charged by Runa are exclusive of taxes. Runa reserves the right to suspend or terminate your access to the Runa Service, in the event that your account becomes delinquent, and Runa reserves the right to charge a fee to reactivate your account following such suspension or termination. You agree to reimburse any attorneys fees and/or costs of collection incurred by Runa as a result of your failure to pay any amounts to Runa when due. Without limiting Runa's rights at law or in equity, Runa may assess a penalty for late payments of any invoice equal to one and one-half percent (1.5%) per month, or the highest amount permitted under law, whichever is less, from the date due until paid. Any and all fees paid to Runa are non-refundable.

3.2 If you are a Runa customer, you will be charged, as applicable, a weekly transaction fee equal to a percentage of the Runa Rescued Sales, with the billing occurring after the invoice week to which the transaction fee applies. Runa will calculate all fees. "Runa Rescued Sales" means the total dollar amount (excluding shipping and handling charges and any applicable taxes), of all transactions where a Runa Optimized Promotion is applied to the settlement price. A Runa Optimized Promotion is an offer that is made from Runa to the shopper. You will be entitled to identify, and exclude from Runa Rescued Sales, those transactions conducted through your online store that are canceled or for which no products are shipped to the purchaser ("Excluded Transactions"). You must identify transactions as an Excluded Transactions within 30 days from the date on which such transactions were originally conducted. Runa reserves the right to audit Excluded Transactions by requiring proof of cancellation prior to issuing credits.

3.3 As a condition to your receipt of the Runa Service, you agree to comply with any and all applicable federal, state, provincial, and/or local laws, statutes, and regulations, including but not limited to those pertaining to the payment of taxes.

3.4 A valid credit card is required for paying accounts. The credit card on file will be charged according to the billing cycle described in this section. Free accounts are not required to provide a credit card number.

4.0 TERM AND TERMINATION

4.1 You may terminate your access to the Runa Service at any time by notifying salesn@runa.com.

4.2 Termination by Runa. Runa may terminate these Terms of Service, and your access to the Runa Service, in the event that you breach any term or condition set forth in these Terms of Service.

5.0 COMPLIANCE

By accessing the Runa Service, you expressly warrant and represent that:

5.1 You have the right and authority to conduct business in the jurisdiction where you are located, and will at all times comply with applicable law.

5.2 You are at least 18 years of age.

5.3 Any information that you provide to Runa in connection with your access or use of the Runa Service must be current and accurate at all times. Without limiting the generality of the foregoing, you must provide your full legal name, current address, a valid email address, and any other information needed in order to complete the signup process.

5.4 You are responsible for keeping your password secure. Runa cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.

5.5 You may not use the Runa Service for any illegal or unauthorized purpose nor may you, in the use of the Runa Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

6.0 RUNA SUPPORT

6.1 Runa reserves the right to establish limitations on the extent of any support provided for the Runa Service, and the hours that such support available.

6.2 Technical support is only provided to paying account holders and is only available via email.

7.0 INDEMNITY

7.1 You agree to indemnify and hold harmless Runa, and its affiliates, and its and their officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorneys fees, arising out of or relating to your use of the Runa Service, the goods or services offered or sold by you through the Runa Service, any alleged violation of these Terms of Service and/or applicable laws or regulations, or any alleged violation of any rights of another, including but not limited to your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used by you in connection with the Runa Service. Runa reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations.

8.0 RESTRICTIONS

8.1 You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Runa Service, use of the Runa Service, or access to the Runa Service without the express written permission of Runa.

9.0 MODIFICATIONS AND DISCONTINUATION OF SERVICE

9.1 Runa reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Runa Service (or any part thereof) with or without notice. You agree that Runa shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Runa Service.

10.0 DISCLAIMER AND WARRANTIES

10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

10.1.1 THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. RUNA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, IN CONNECTION WITH THE RUNA SERVICE.

10.1.2 YOUR USE OF THE RUNA SERVICE, THE SOFTWARE USED TO PROVIDE THE RUNA SERVICE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE RUNA SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

10.1.3 NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT(i) THE RUNA SERVICE OR THE SOFTWARE USED TO PROVIDE THE RUNA SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE RUNA SERVICE OR RELATED SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE RUNA SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE RUNA SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE OR RELATED SOFTWARE WILL BE CORRECTED.

10.1.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE RUNA SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10.1.5 RUNA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS, OR PERSONALIZATION SETTINGS, OR DATA.

11.0 LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT RUNA AND ITS AFFILIATES, COBRANDERS, OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS,SHALL NOT BE LIABLE,UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RUNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE RUNA SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE RUNA SERVICE OR THE RELATED SOFTWARE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE RUNA SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE RUNA SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE RUNA SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE RUNA SERVICE OR RELATED SOFTWARE.

RUNA'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO RUNA OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT RUNA HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12.0 NOTICE

12.1.1 Notices under these Terms of Service shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Runa, such notices shall be addressed to Runa at Suite 210, 520 San Antonio Road, Mountain View, CA, 94040, USA. If to you, such notices shall be addressed to the electronic or mailing address specified when you opened your account, or such other address as either party may give the other by notice as provided above.

13.0 CHOICE OF LAW AND FORUM

13.1.1 These Terms of Service and the relationship between You and Runa shall be governed by the laws of the State of California without regard to its conflict of law provisions, and specifically excluding from application to these Terms of Service that law known as the United Nations Convention on the International Sale of Goods. You and Runa agree to submit to the personal jurisdiction of the courts located within the county of Santa Clara, California. The failure of Runa to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Questions about the Terms of Service should be sent to support@runa.com.

Updated: April 30, 2010