Terms and Conditions

RunRelay, LLC. Partner Terms and Conditions, and Privacy Policy

RunRelay, LLC. for runners

Welcome! This site is designed to connect content creators (“Runner”) with company clients (“Partners”). Your use of this platform, app, site, and any portion thereof means you agree to the following Terms and conditions (the “Terms”). If you have any questions about these Terms, please contact us at hello@run-relay.com.

For our Runners.

This Runner Agreement (“Agreement”) is between RunRelay, LLC (“Company”), and you (an individual, or if you represent an entity or other organization, that entity or organization) (“you” or “Runner”). This Agreement provides the Terms and conditions under which Runner may provide creation and distribution of content services (the “Services,”) as more fully defined and explained below.

When is this Agreement effective?

The date that you click through acceptance of the Terms of this Agreement.

What is covered by this Agreement?

All Runner Services are subject to the Terms of this Agreement. If you wish to provide Services as a Runner, you may do so only in compliance with the Terms of this Agreement. Runner may use Company’s website and provide Services as a Runner solely for lawful purposes and only in accordance with the Terms of this Agreement, the Campaign, and any other agreement you are required to agree to before providing Services.

How will I find out if the Agreement changes? Can Runner make changes to the Agreement?

Company reserves the right to modify, suspend, or discontinue the Runner program (or any portion thereof), or your right to provide Services, with or without notice to you, at any time, in its sole discretion. Your continued access to Company’s Site and/or your continued provision of Services will constitute acceptance of any changes.

Runner can only make changes to this Agreement if the changes are in a written agreement signed by both an authorized representative of Company and the Runner.

Who can be a Runner?

At this time, Runners must be over the age of 18 and meet any of the other qualifications included in this Agreement or required by a particular Event. By accessing this Agreement or providing Services, you represent that you are at least eighteen.

Do I have to agree to this Agreement to be a Runner?

Yes. You are required to accept the Terms and conditions of this Agreement before providing Services as a Runner. If you do not choose to accept the Terms and conditions, you will not be a Runner.

PLEASE CAREFULLY READ THIS AGREEMENT.

Capitalized and Defined Terms

All capitalized Terms used in this Agreement will have the meanings as defined: i) below or in this Agreement; or ii) in the context in which they are used. All other Terms used in this Agreement will have their plain English meaning as commonly interpreted in the United States.

“Campaign,” “Campaign Information,” and “Event Invitation” means, collectively, any details provided to Runner by Company or the Partner, including, but not limited to, Perks, compensation, program dates, branding guidelines, general and specific Runner responsibilities, Partner goods or services, and the identity of the Partner, relating to an opportunity for the Runner to provide Services for a Partner.

“Confidential Information” means all information, including but not limited to this Agreement, relating to or disclosed in the course of performing Services which is or should be reasonably understood to be confidential or proprietary to Company, its Partners, the subsidiaries and affiliated companies of both and/or their licensors, licensees, and business partners.

“Runner Content” means all text, images, graphics, illustrations, information, data, audio, video, photographs, posts, Snaps, links, files, or any other Content or Services created, distributed, or provided by Runner pursuant to a Campaign.

“IP Rights” includes, but is not limited to, all intellectual property and proprietary rights throughout the world, including, without limitation, all copyrights, trademarks, trade secrets, patents, moral rights, rights of publicity, and other rights protecting data, information, name, image, likeness, or any other intangible property throughout the world.

“Partner” means any Company client, including any client affiliates, and Partners that have a contractual relationship with Company to receive Runner Services.

“Services” means any public performance, display, review, commentary, or other content Runner creates related or pursuant to this Agreement, Runner’s relationship with Company, or Company’s Partners and includes, but is not limited to, posts on Social Media, which may include photos, videos, and textual components.

“Site” means all or any portion of a website, application, or Social Media platform containing written, video or photographic commentary, news or discussion on one or more particular topics and that includes any Runner content.

“Social Media” means any social media platforms, such as Facebook, Twitter, TikTok, Instagram, Snapchat, or any other platform, website, email campaign, or other current or future communications media, as well as any web hosting or applications Runner requires to use, support, and operate social media platforms.

Are Runners employees of the Company? Does Company hire Runner?

No. This Agreement does not create an employment relationship between Runner and Company or between Runner and Partner. Runner has no rights as an employee of the Company or Partner.

What Services do Runner provide? What are Runners required or expected to do?

Runners help build community through posting and sharing content on Social Media related to Partners and Campaigns.

Company may provide Event Information to Runner from time to time. If Runner indicates interest in the Campaign, is selected for the Campaign, and accepts the Campaign Invitation, Runner will provide Company or the Partner with the Services as more specifically described in the applicable Campaign Information. Runner will be solely responsible for the performance of the Services and hosting, maintenance, and operation of Runner’s Services and/or use of any Social Media or Site.

Runner agrees that all Services provided or created with respect to a Campaign will be made available to the public or their followers and to Company and Company’s Partner(s). Runner also agrees all Services provided or created with respect to a Campaign may be made accessible to others according to the Campaign Information’s timeline or expectations.

Runner is solely responsible for moderating any submission, comments, responses or other feedback (“Submissions”) from any third party in response to any of Runner’s Services on a Third Party Site and agrees that neither Company nor Partners have any responsibility for moderating any Submissions.

Runner agrees to promptly remove any Submissions or Runner Services from a Third Party Site upon Company’s or Partner’s request.

Runner will operate each Social Media or Site and share content in accordance with Company’s Privacy Policy which is posted on the Company website at https://www.run-relay.com/terms (“Privacy Policy”). If Runner chooses or is required to maintain a separate privacy policy, Runner’s privacy policy must contain Terms no less protective of personal information than the Terms of Company’s Privacy Policy.

Does Company pay Runners? Do Runners get paid for their time or expenses?

No, Company does not pay or provide any type of monetary incentive to Runners. Instead, Company provides Runners with access and opportunities to work with Partners or Campaigns. Runners may receive Perks from Partners from time to time, usually associated with a Campaign.

If Runner accepts a Campaign Invitation, Runner agrees that the benefits or compensation described in the Campaign Information (the “Perks”) represent Runner’s entire compensation for all Services and Runner shall not be entitled to reimbursement for any costs or expenses.

Company reserves the right to suspend or terminate any agreement with any Partner or Runner at any time. Company shall not be obligated to pay Runner any Perks.

Runner shall be responsible for determining the applicability of any sales, use, excise, or similar transactional taxes that may be applicable to the performance of the Services, if any. Runner shall be obligated to pay any applicable taxes for corresponding Services, including without limitation, any and all interest, penalties and attorneys’ fees. Company will not be responsible to Runner or any governing body for any taxes relating to amounts that Runner receives under this Agreement including but not limited to federal or state income tax, social security tax, or unemployment tax.

Runner shall bear any and all costs and shall indemnify Company against the any and all costs, taxes, fees, or expenses, including, without limitation, penalties, interest and attorneys’ fees associated with any Runner breach of this Agreement, any Runner failure to pay taxes, any Company audits related to any Runner tax issues, or any other tax related liability. Company shall be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, and Runner shall reasonably cooperate with any such a case.

Who owns Runner’s Services? What about my intellectual property rights?

So, you get to keep the rights you had and, you give Company any rights created, and you let Company and its Partners use any rights needed related to your work as follows:

Runner represents Runners and owns all IP Rights used, performed, altered, or amended in any work done for Company or any Partner.

Except as expressly provided in the applicable Campaign Information, Company shall own, does own, and Runner agrees to assign and hereby does assign all of Runner’s IP Rights resulting from the creation, modification, alteration, performance, or submission of any work related to the related to any Runner Service or Submission or any Partner Campaign. To the extent any of Runner’s rights are not owned by or assigned to Company, Runner hereby grants a fully paid up, royalty free, worldwide, non-exclusive, sublicensable, irrevocable license to use, modify, edit, translate, alter, amend, apply, affix, copy, distribute, publish, perform, prepare derivative works based on, and collect payments for any IP Rights related to any Campaign, Service, or Submission without compensation, permission or notification to Runner or any third party.

Company may license or assign Services, Submissions, and all IP Rights in or relating to the Services or Submissions to a Partner or however Company sees fit in Company’s sole discretion. The parties understand that the foregoing rights are intended to permit the Company to sell, license, use, publish or otherwise pass along certain rights to a Partner paying for the Services, Submissions, and all IP Rights and any related licenses in or relating to the Services or Submissions.

All Company software, processes, contracts with Partners, content, and all IP Rights therein or related thereto, are owned by Company or its licensors.

Company hereby grants to Runner a non-exclusive, non-transferable, personal, revocable license to: (i) display the Runner Service and/or Submissions on Runner’s Site in accordance with the applicable Event Information. Runner agrees that if Runner commits a material breach of any provision of this Agreement or at any time Runner fails or refuses to fulfill Runners’s obligations hereunder, then Company may terminate this Agreement and Runner shall immediately remove all references to Company or Partner, including any Runner Content related to any Campaign from Runner’s Social Media.

At the Company's reasonable request, Runner shall use good faith efforts to cooperate with the Company and its affiliates, its Partners and affiliates, and each of its and their respective employees, attorneys or other legal representatives ("Attorneys") in connection with any claim, litigation or judicial or arbitral proceeding which is material to the Company and is now pending or may hereinafter be brought by or against the Company or any Partner. Runner’s duty of cooperation will include, but not be limited to (a) meeting with the Company's and/or its Affiliates' Attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Runner’s knowledge of matters at issue and recollection of events; (b) appearing at the Company's, Partner’s and/or their Attorneys' request (and, to the extent possible, at a time convenient to Runner that does not conflict with the needs or requirements of Runner’s then-current employer) as a witness at depositions or trials, without necessity of a subpoena, in order to state truthfully Runner’s knowledge of matters at issue; and (c) signing at the Company's, its Affiliates' and/or their Attorneys' requested declarations or affidavits that truthfully state matters of which Runner has knowledge. The Company shall reimburse Runner for the reasonable expenses incurred by Runner in the course of Runner’s cooperation hereunder. The obligations set forth in this Section shall survive any termination or revocation of this Agreement.

Except as permitted pursuant to this Agreement, Runner may not, and will not permit any third party to: (a) interfere in any manner with the operation of the Company or attempt to gain unauthorized access to Company’s software, website, or processes; (b) contact a Partner about a Campaign or other marketing opportunities without prior notice to Company; (c) remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in Company’s , a Partner’s, or a third party’s content or technology; or (d) share, display, license, sell, or otherwise use any Runner content or Submissions in any manner (including without limitation to generate revenue for Runner) other than as set forth in the applicable Event Information. Runner will defend, indemnify and hold harmless Company and its Partners, and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) incurred or arising from any claim or action by a third party arising out of or relating to the Runner’s content, Services, or Submissions, or Company’s or a Partner’s use thereof.

Can Runners post content or provide Services for other third parties?

Yes. Runner’s have the right to provide content services to others during the Term of this Agreement. Runner agrees not to provide content services if: (a) such other services interfere with Runner’s timely and professional performance of the Services to Company; (b) such other services require the disclosure or use of Confidential Information; or (c) such other services conflict with any other agreements between Company and/or Runner, such as an exclusivity agreement.

Are Runners guaranteed any Campaign, posts, content, or Perks?

No. By clicking “I accept,” Runner agrees and understands that Company has no obligation to propose Campaign Information to Runner and may receive content services from other Runners during the Term of this Agreement.

Runner agrees that:

Runner is at least eighteen years old, legally able and willing to enter into this Agreement and to perform its obligations under the Agreement;

Runner understands this Agreement is legal and creates binding obligations that are enforceable based on the Terms of the Agreement;

This Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and

Runner will comply with this Agreement and all laws, rules, platform terms and conditions, and regulations in its performance under this Agreement;

Runner is the original author and sole owner of the Runner content and has obtained all necessary rights, licenses, permissions, consents and the like, including but not limited to releases for any IP Rights, voices, images and appearances, with regard to all video, audio, photograph, graphics, illustration or other multimedia content (and will provide Company with all such releases upon Company’s request);

No Runner content created or obtained by Runner and delivered to Company or posted by Runner or Company under this Agreement shall infringe on or violate any IP Rights or applicable laws, including, but not limited to, the Federal Trade Commission Act and all rules and regulations promulgated by the Federal Trade Commission;

No Runner content delivered or posted by Runner under this Agreement shall contain any profanity, scandalous, libelous, defamatory, obscene or unlawful matter or material and Runner agrees not to agrees not to defame or disparage any of the Company or Partners or any of their respective officers, directors, members, partners or employees (collectively, the “Company Parties”), and to cooperate with the Company upon reasonable request, in refuting any defamatory or disparaging remarks by any third party made in respect of any of the Company Parties. Runner shall not, directly or indirectly, make (or cause to be made) any comment or statement, oral or written, including, without limitation, in the media or to the press or to any individual or entity, that could reasonably be expected to adversely affect the reputation of any of the Company Parties or the conduct of its or their business; and Runner content may not contain malicious code, any computer virus, phishing material, counters, or other types of code that automatically attach cookies or other devices that track and collect user’s information.

Cybersecurity

Do not upload viruses.

Runner represents and warrants Runner has implemented commercially reasonable, risk-based administrative, physical and technical safeguards to protect the confidentiality, integrity, and availability of any Company or Partner data, communications, records, confidential information, and personal information (“C/P Data”) and/or Company or Partner hardware, software, media and networking systems (“C/P Systems”) to which Runner has authorized access, as well as the security of Runners’s own hardware, software, media and network systems (“Runner’s Systems”) used to facilitate communications, provide services to or otherwise conduct business with Company or Partner. Runner shall ensure that all such safeguards are no less rigorous than accepted industry practices, such as relevant information security management standards published by the International Organization for Standardization (e.g., the ISO/IEC 27000 series), the National Institute of Standards and Technology (e.g., the NIST Cybersecurity Framework and Special Publications) or other industry standards for information security and comply with all applicable data protection and privacy laws. Runner shall notify Company promptly, and no later than 48 hours, after discovering any breach of security leading to the accidental or unlawful access, destruction, loss, alteration, or unauthorized disclosure of C/P Data and/or C/P Systems (a “Security Breach”).

Runner will take immediate steps, at Runners sole expense, to investigate, remedy, and mitigate any Security Breach, and shall collaborate and cooperate in good faith with Company or Partner so that Company or Partner may take any action or other steps that either reasonably determines to be necessary or appropriate in light of the Security Breach. Runner shall not make any third-party disclosures about the Security Breach without Company’s prior consent. The Parties shall immediately notify each other of any regulatory notice of inquiry, investigation or similar action received by either Party as a result of a Security Breach and shall assist and cooperate in good faith with each other in responding to and otherwise complying with any such action. Runner shall indemnify, hold harmless and defend Company and Partner (including any affiliates) from any claims and other actions, and reimburse Company and Partner for all losses, expenses, and costs reasonably incurred by Company or Partner as a result of a Security Breach originating from a Runner System or other breach by Runner of this Paragraph.

Liability and Indemnification

Runner, on behalf of Runner personally, Runner’s personal representatives, heirs, executors, administrators, agents, and assigns, HEREBY RELEASES, WAIVES, DISCHARGES, AND COVENANTS NOT TO SUE Company, including its directors, officers, employees, and others acting at Company’s direction (collectively referred to as "Releases"), for any and all liability, including any and all claims, demands, causes of action (known or unknown), suits, or judgments of any and every kind (including attorneys' fees), arising from any injury, damage or death that Runner may suffer as a result of my participation in any Campaign, REGARDLESS OF WHETHER THE INJURY, DAMAGE OR DEATH IS CAUSED BY THE RELEASES, UNLESS THE INJURY DAMAGE OR DEATH IS CAUSED SOLELY BY THE RELEASEES’ GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND REGARDLESS OF WHETHER THE INJURY DAMAGE OR DEATH OCCURS ON COMPANY OR PARTNER PROPERTY OR ANY LOCATION WHERE A CAMPAIGN RELATED EVENT IS OCCURRING. Runner further agrees that the Releases are not in any way responsible for any injury or damage that Runner sustains as a result of Runner’s own negligent or grossly negligent acts or Runner’s own intentional misconduct and Runner hereby releases Releases from any liability for the same. Company expressly disclaims liability for actions of third parties, which includes but is not limited to Partners, agents or others who are not acting under the direction and control of Company. Runner hereby releases Releases from any and all liability, including any and all claims, demands, causes of action (known or unknown), suits, or judgments of any and every kind (including attorneys' fees), arising from any injury, damage or death that Runner may suffer as a result of actions of any third parties who are not Releases.

Runner further agrees to indemnify, defend, and hold harmless Releases and Partners, and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) arising out of resulting from any claims Runner has suffered any harm, incurred any liability, or infringe any third party’s IP Rights, any breach by Runner of this Agreement, any breach of Runner’s representations and warranties under this Agreement, or Runner’s breach of the , Privacy Policy, or other agreement(s) between the parties.

LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, THE COMPANY SHALL NOT BE LIABLE TO Runner FOR ANY REPUTATIONAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, OR ARISING FROM ANY OTHER PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, BREACH OF PRIVACY OR LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

Are Campaigns and Perks confidential? What about information privacy?

Runner agrees to and will include clear disclosure on Runner’s content that Runner is participating in a Realy program sponsored by Partner, and that Runner will cooperate with Company’s reasonable instructions regarding the format, content and placement of such disclosure. Runner will comply with and hereby certifies Runner has complied with all applicable laws and regulations.

Data Privacy

Runner expressly consents to the use and disclosure of personally identifiable information and other data and information, including at least Runner’s name, voice, picture, performance, or other likenesses, quotes, and biographical data, in whole or in part, together or separate, for the purposes related to the Campaign. In addition, Runner acknowledges and agrees that Company may disclose all information about Runner and that Runner may provide with respect to Runner content or a Submission to the applicable Partner to which that Runner content or Submission relates. Other use of any Runner personally identifiable information is subject to use or disclosure as described in Company’s then current Privacy Policy

Notwithstanding the foregoing, Runner’s identity is not confidential, and Company or Partners may use Runner’s name, likeness, and other information as set forth in this Agreement at their sole discretion. Company may reference Runner as a provider of Services and use Runner’s name, likeness, and logo, as applicable, in listings of Runner appearing on the Company web site and for other marketing and promotional purposes.

Confidentiality. Runner acknowledges that in the course of providing Services under this Agreement, Runner may acquire certain Confidential Information. Runner shall not: (a) disclose such Confidential Information to any third party without the prior written consent of Company, (b) will notify Company if Runner becomes aware of any breach of confidentiality in any manner whether through (i) Runner’s negligence, acts or omissions, or (ii) computer virus, or theft of Runner’s computer or login information; or (c) use the Confidential Information for any purpose other than to carry out the Services contemplated under this Agreement. Runner acknowledges that misuse or disclosure of any Confidential Information by Runner will give rise to irreparable injury to Company or the owner of such information, which is inadequately compensable in damages. Accordingly, Company or such other party may seek and obtain injunctive relief against the breach or threatened breach of these Confidentiality Obligations, in addition to any other available legal remedies.

Legal Notices

This Agreement will be governed in all respects exclusively by the laws of the State of Pennsylvania, U.S.A. as such laws apply to contracts between Pennsylvania residents performed entirely within Pennsylvania. Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in Polk County, Pennsylvania and Runner irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by Company. Both parties waive the right to a jury trial.

This Agreement, and the Privacy Policy supersede any oral or written proposal, prior agreement or other communication between Company and Runner. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of Runner under this Agreement may be assigned or transferred by Runner (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Company. Any assignment in violation of the foregoing will be null and void. Company may freely assign this Agreement or any of its rights under this Agreement. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires under this Agreement any right or ability to bind or enter into any obligation on behalf of the other.

Your privacy is critically important to us. It is Company’s policy to respect your privacy regarding any information we may collect while operating our website. Our Privacy Policy, which is incorporated to this Agreement and can be found at https://www.run-relay.com/terms, applies to Company and Company’s website, including any pages therein found at https://www.run-relay.com (hereinafter, “us”, “we”, or “https://www.run-relay.com”). We respect your privacy and are committed to protecting personally identifiable information you may provide us through the Website.

We have adopted the Privacy Policy to explain what information may be collected on our Website, how we use this information, and under what circumstances we may disclose the information to third parties. This Privacy Policy applies only to information we collect through the Website and does not apply to our collection of information from other sources.

This Privacy Policy sets forth the general rules and policies governing your use of our Website. Depending on your activities when visiting our Website, you may be required to agree to additional Terms and Conditions.

Website Visitors

Like most website operators, Company collects non-personally identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. Company’s purpose in collecting non-personally identifying information is to better understand how Company’s visitors use its website. From time to time, Company may, and Runner hereby agrees to permit, release non-personally identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.

Company also collects potentially personally identifying information like Internet Protocol (IP) addresses for logged in users and for users leaving comments on https://www.run-relay.com blog posts. Company only discloses logged in user and commenter IP addresses under the same circumstances that it uses and discloses personally identifying information as described below.

Gathering of Personally Identifying Information

Certain visitors to Company’s websites choose to interact with Company in ways that require Company to gather personally identifying information. The amount and type of information that Company gathers depends on the nature of the interaction. For example, we ask visitors who sign up for partnerships at https://www.run-relay.com/ to provide a username and email address.

Security

The security of your Personal Information is important to us but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security.

RunRelay, LLC. for brands

RunRelay, LLC. Partner Terms and Conditions, and Privacy Policy

Welcome! This site is designed to connect content creators (“Runners”) with company customers (“Partners”). Your use of this platform, app, site, and any portion thereof means you agree to the following Terms and conditions (the “Terms”). If you have any questions about these Terms, please contact us at admin@run-relay.com.

For our Partners.

This Runner Agreement (“Agreement”) is between RunRelay, LLC (“Company”), and you (an individual, or if you represent an entity or other organization, that entity or organization) (“you” or “Partner”) and any of Partner’s successors or assigns. This Agreement provides the Terms and conditions under which content creators, which may include individuals or entities which we call “Runners,” may provide creation and distribution of content services (the “Services,”) as more fully defined and explained below.

Effective Date

The date that you click through acceptance of the Terms of this Agreement.

Scope of this Agreement

All Runner Services are subject to the Terms of this Agreement. If you wish to obtain Services from a Runner, you may do so only in compliance with the Terms of this Agreement. Partners may use Company’s website to seek and obtain Services from a Runner solely for lawful purposes and only in accordance with the Terms of this Agreement, the Campaign, and any other agreement you are required to agree to before providing Services.

Amendments to the Agreement

Company reserves the right to modify, suspend, or discontinue the Runner program (or any portion thereof), or your right to obtain Services, with or without notice to you, at any time, in its sole discretion. Your continued access to Company’s Site and/or your continued use of Services will constitute acceptance of any changes.

Partners can only make changes to this Agreement if the changes are in a written agreement signed by both an authorized representative of the Company and the Partner.

Runners

Our Runners are independent content creators, many of whom work, live, and play in a specific geographic location or Territory, with specified groups of people or businesses, or participate in specified types of activities. Runners have asked the Company to find Partners to promote Partners via Social Media. Partner understands that Company has sole discretion on selection of Runners to present to Partner, after which Partner may select Runners for work on Partner’s Campaign. Partner understands that, at this time, Runners must be over the age of eighteen and meet any of the other qualifications included in this Agreement or required by a particular Event. By accessing this Agreement or providing Services, Partner represents it is also either an entity in good standing or an individual who is at least eighteen years of age.

Agreement Required to Be a Partner

You are required to accept the Terms and conditions of this Agreement before seeking or obtaining any Services or Content from a Runner. If you do not choose to accept the Terms and conditions, you will not be a Partner.

PLEASE CAREFULLY READ THIS AGREEMENT.

Capitalized and Defined Terms

“Confidential Information” means all information, including, but not limited to, this Agreement, relating to or disclosed in the course of performing Services which is or should be reasonably understood to be confidential or proprietary to Company, its Partners, the subsidiaries and affiliated companies of both and/or their licensors, licensees, and business partners.

“Runner Content” means all text, images, graphics, illustrations, information, data, audio, video, photographs, posts, Snaps, links, files, or any other content or Services created, distributed, or provided by Runner pursuant to a Campaign.

“Partner” means any Company customer, including any customer affiliates, and Partners that have a contractual relationship with Company to receive Runner Services.

This is Not an Employment Contract

Company does not employ Runners and this Agreement does not create an employment relationship between Runner and Partner or between Company and Partner. Runner has no rights as an employee of the Company or Partner.

Partner understands Company operates an online platform allowing Partner to connect through Company’s Site with Runners who have the option and discretion to provide Services.

Scope of Company’s Services

Company provides a Site to enable Partner to submit Campaigns to be conducted at one or more locations depending on the Package selected. Company will also provide a Dashboard, accessible by Partner. Company’s Dashboard shall provide information related to Partner’s Campaign, including any Runner connections, links to Runner Content, and status of any Campaigns / Event Invitations. Company makes no representation or guarantee Company will connect Partner with any particular or individual Runner. Company’s selection of Runners for Partner’s consideration is at Company’s sole discretion. Partner understands Company is not responsible for any Runner Content or Submission.

Content of Partner Campaign Information / Partner Warranties

By agreeing to a Plan, Partner agrees to submit Campaign Information as requested by the Company. Partner agrees to provide Campaign Information as reasonably requested by Company or Runner, including, but not limited to any products or services on which Partner seeks creation of Runner Content. Partner shall provide enough information for Runner to effectively comment on any Partner good or service and shall also provide information related to any Perks, compensation, program dates, Partner branding guidelines, as well as any general and specific desired Runner responsibilities. Partner understands that Runner may be required to include clear disclosure on Runner’s content that Runner is participating in a program sponsored by Partner, and that Runner will cooperate with Company’s reasonable instructions regarding the format, content and placement of such disclosure.

Partner agrees to provide the Campaign Information set forth above and promptly review and/or supply Campaign Information. Company further agrees that during the term of any Plan, Campaign or Package, Company will not make any statements that disparage or reflect unfavorably on the Partner, but Partner understands and agrees that Runner is free to create truthful Runner Content.

Partner represents and warrants that all information, goods, services, materials, or content provided by Partner is provided in good faith, accurate, in best condition, and operates as intended. Partner further warrants that no use, operation, demonstration, or other activity performed by Runner or Company related to any Partner Campaign, good, or service does or will infringe upon any third party’s IP Rights.

Partner IP Rights

Partner represents Partner owns all IP Rights in or related to any Partner IP Rights as well as to any Partner good or service which is to be the subject of any Campaign. To the extent any Partner IP Rights are used, needed, mentioned, or otherwise subject to any Campaign, Partner grants a fully paid up, royalty free, worldwide, non-exclusive, sublicensable, irrevocable license to use, modify, edit, translate, alter, amend, apply, affix, copy, distribute, publish, perform, prepare derivative works based on, and collect payments for any Partner IP Rights related to any Campaign, Service, or Submission without compensation, permission or notification to Company, Runner, or any third party for any purpose related to the Campaign, Runner Content, Services, or any Submission. Partner hereby grants to Runner a non-exclusive, non-transferable, personal, revocable license to: (i) display the Runner Service and/or Submissions on Runner’s Site in accordance with the applicable Event Information.

Company IP Rights

Except as expressly provided in the applicable Campaign Information, Partner agrees Company shall and does own all IP Rights resulting from the creation, modification, alteration, performance, or submission of any work related to the related to any Runner Service or Submission or any Partner Campaign. Company shall retain ownership of the Runner Content created in connection with any Campaign.

All Company software, processes, contracts with Partners, content, and all IP Rights therein or related thereto, are owned by Company or its licensors.

Taxes

Partner is responsible for all federal, state and local taxes and any other costs or expenses incurred related to any Campaign, including, but not limited to any Runner compensation, sponsorship, Perk, or Services provided by Partner. Company will not be responsible to Partner or any governing body for any taxes relating to amounts that Partner provides or receives under this Agreement or related to any Campaign, including, but not limited to, federal or state income tax, social security tax, or unemployment tax.

Partner shall bear any and all costs and shall indemnify Company against the any and all costs, taxes, fees, or expenses, including, without limitation, penalties, interest and attorneys’ fees associated with any Partner breach of this Agreement, any Partner failure to pay taxes, any Company audits related to any Partner tax issues, or any other tax related liability. Company shall be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, and Partner shall reasonably cooperate with any such a case.

Indemnification, Releases, and Limitations of Liability

Partner agrees to indemnify, defend, and hold harmless Company and its Runners, and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims (known or unknown), losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) arising out of resulting from any Partner negligence, breach by Partner of this Agreement, Partner’s representations and warranties under this Agreement, or Partner’s breach of the Company’s , Privacy Policy, or other agreement(s) between the parties, all of which are incorporated herein.

In connection with the above, Partner hereby releases Company from and covenants not to sue Company related to any and all liability, loss, claims, suits or damages arising out of or in connection with any suit brought against Company related to any Partner Campaign, any Partner sponsored event, or any Partner use of Runner’s Likeness, including, but not limited to, compensatory, punitive, enhanced, consequential and incidental damages and reasonable attorneys’ fees, whether such damages arise under contract, tort or statute.

LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, THE COMPANY SHALL NOT BE LIABLE TO PARTNER FOR ANY REPUTATIONAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, OR ARISING FROM ANY OTHER PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, BREACH OF PRIVACY OR LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. PARTNER AGREES ANY DAMAGES DUE PARTNER ARISING OUT OF THIS AGREEMENT ARE EXPRESSLY LIMITED IN AMOUNT TO THE AMOUNT PAID BY PARTNER FOR THEIR PACKAGE.

Termination

Company may terminate this Agreement at any time at Company’s sole discretion. If Company terminates this Agreement prior to the expiration of any Campaign, Partner understands and agrees Partner’s sole remedy shall be a refund of money paid for any remaining term, with any damages related to any Campaign, Content, or Services not to exceed money actually paid by Partner to Company for that Campaign, Content, or Service. It is Partner’s understanding that if Partner has committed, or shall commit, any act, or has or shall become involved in any situation or occurrence (collectively, an "Act") tending to bring Company or Runner into public disrepute, contempt, scandal or ridicule, or tending to shock, insult or offend the people of this nation or any class or group thereof, or reflecting unfavorably upon the reputations of Partner, then this Agreement will be immediately terminated and no compensation, refund, or damages will be due Partner. It is Partner’s further understanding that any decision on matters arising under this paragraph will be at the sole discretion of Company and shall be conclusive.

Data Privacy

If a Runner creates Runner Content for a Partner,. Other use of any Runner personally identifiable information is subject to use or disclosure as described in Company’s then current Privacy Policy

Notwithstanding the foregoing, Partner’s identity is not confidential, and Company may use Partner’s name, likeness, and other information as set forth in this Agreement at their sole discretion. Company may reference Partner as a customer of Services and use Partner’s name, likeness, videos and images of any products or services or any other Partner Campaign Information, including any Partner logo or trademark, as applicable, on Company’s website, advertising, or other Company media or for other marketing and promotional purposes.

Confidentiality

Partner acknowledges that in the course of obtaining Services under this Agreement, Partner may acquire certain Confidential Information. Partner shall not: (a) disclose such Confidential Information to any third party without the prior written consent of Company, (b) will notify Company if Partner becomes aware of any breach of confidentiality in any manner whether through (i) Partner’s negligence, acts or omissions, or (ii) computer virus, or theft of Partner’s computer or login information; or (c) use the Confidential Information for any purpose other than to carry out the Services contemplated under this Agreement. Partner acknowledges that misuse or disclosure of any Confidential Information by Partner will give rise to irreparable injury to Company or the owner of such information, which is inadequately compensable in damages. Accordingly, Company or such other party may seek and obtain injunctive relief against the breach or threatened breach of these Confidentiality Obligations, in addition to any other available legal remedies.

Legal Notices

This Agreement will be governed in all respects exclusively by the laws of the State of Iowa, U.S.A. as such laws apply to contracts between Iowa residents performed entirely within Iowa, without regard to that state’s conflict of laws rules. Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in Polk County, Iowa and Partner irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by Company. Nothing contained herein will constitute any obligation on the parties hereto to make any use of the rights set forth herein. This Agreement contains the entire understanding between the parties regarding the subject matter hereof and supersedes all prior understandings. No waiver, modification or addition to this Agreement shall be valid unless in writing and signed by the parties hereto.

This Agreement, and the Privacy Policy supersede any oral or written proposal, prior agreement or other communication between Company and Partner. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of Partner under this Agreement may be assigned or transferred by Partner (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Company. Any assignment in violation of the foregoing will be null and void. Company may freely assign this Agreement or any of its rights under this Agreement. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires under this Agreement any right or ability to bind or enter into any obligation on behalf of the other.

Website Visitors

Like most website operators, Company collects non-personally identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. Company’s purpose in collecting non-personally identifying information is to better understand how Company’s visitors use its website. From time to time, Company may, and Partner hereby agrees to permit, release non-personally identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.

Gathering of Personally Identifying Information

Certain visitors to Company’s websites choose to interact with Company in ways that require Company to gather personally identifying information. The amount and type of information that Company gathers depends on the nature of the interaction. For example, we ask visitors who sign up for partnerships at https://app.run-relay.com/ to provide a username and email address.

Security