Terms of Service

Effective Date: May 1, 2025

1. Application and Term: These Runwise Terms and Conditions (together with any Order Form, this “Agreement”) shall apply to and govern any use of the Runwise Inc. (“Runwise”) products and services by the customer that enters into an Order Form with Runwise (“Customer”). By entering into an Order Form, Customer is indicating its agreement to these Runwise Terms and Conditions. This Agreement shall continue in effect for as long as the Customer is receiving products or services from Runwise. If this individual accepting this Agreement is accepting on behalf of an entity, such individual represents that they have the authority to bind such entity to these Terms and Conditions.

2. Warranty: The equipment set forth in the Order Form and installed by Runwise is backed by a one year warranty against defects in material and workmanship, from the date upon which the Runwise boiler control and all required sensors are installed and the control system is activated on the Runwise monitoring website (the “Installation Date”). Runwise is not responsible for the failure or required replacement of installed equipment due to tampering, attempted modification, or vandalism of the heating and boiler system control (including as a result of failure by Customer to properly maintain the boiler or physical property). Any requests for equipment replacement or repair not covered by this warranty are billable service calls, which will be invoiced at an hourly rate plus the cost of replacement equipment and materials.

3. Obligations of Runwise:

1. Runwise shall use commercially reasonable efforts to provide 24/7 monitoring service and access to the Runwise monitoring website, which allows Customer and its designated representatives to maintain real-time monitoring of the operation and performance of the boiler system.
2. Runwise shall use commercially reasonable efforts to directly monitor the performance and operations of building boiler system and issue alerts to Customer based on mutually agreed upon thresholds or triggers.
3. Runwise is not responsible for losses, claims or damages resulting from Customer’s failure to acknowledge or respond to information either made available through such alerts or on the Runwise monitoring website.

4. Obligations of Customer:

Customer shall be responsible for insuring that all building boiler systems are properly installed and maintained and that said systems fully comply with all applicable state, federal and municipal laws, regulations, codes and licensing requirements.
Customer is solely responsible for maintaining adequate heat to their premises and to prevent physical damage to their property as a failure thereof, and that any tenant complaints, or violations that may be issued for failure to provide heat pursuant to governing law, shall be the sole liability of the Customer.
Customer is solely responsible for the proper upkeep, maintenance and performance of their heating and boiler system and the related physical premises.
Customer shall notify Runwise of any issues with any aspect of the building’s boiler system or the Runwise control and sensor network within twenty-four (24) hours of such knowledge.
Customer shall maintain a monitoring service relationship with Runwise. Failure to provide payment upon automatic renewal shall release Runwise of any obligations to provide 24/7 monitoring service or access to the Runwise monitoring website. Runwise reserves the right to remove all installed hardware in the event of non-payment after providing Customer with thirty (30) days written notice of such non-payment.
Customer understands and acknowledges that the equipment and software utilized by Runwise in providing its services hereunder: (i) does not provide the ability to selectively heat individual floors or units, (ii) is designed to prevent building overheating and reduce fuel consumption, (iii) follow a building-wide approach and do not provide the ability to specifically set temperature settings by floor or unit, (v) is not intended and shall not be used in place of the mixing valve and any sensors related thereto which the Customer shall use and continue to exclusively utilize at all times to ensure safe operating water and steam operating temperatures, and (vi) is intended to provide temperature readings for informational purposes solely in connection with improving efficiency of the building’s heating system and shall not be relied on for any other purpose.
Customer will be solely responsible for: (i) any cellular modem data overages resulting from unauthorized devices being connected to the cellular modem and (ii) any tampering with or unauthorized access to the cellular modem by an outside device, including any data overage charges, which shall be billed to Customer.
Customer understands and acknowledges that Runwise equipment and services do not interact, operate, or otherwise control the mixing valve(s) or the aquastat and Customer shall ensure that such are at all times functioning properly, and any issues with lack of hot water or scalding hot water which may result in fines, bodily harm, or death to tenants or any other person, are exclusively the responsibility of the Customer. Runwise and its employees, agents and affiliates shall be fully indemnified and held harmless by Customer with respect thereto.
Customer shall promptly notify Runwise of any damage, modification or tampering of the Runwise control and sensor network requiring repair or replacement immediately upon being made aware of such need. This section shall survive any expiration or termination of this Agreement.
Prior to the Installation Date, Customer must provide Runwise with log-in access to its online utility account (if applicable) or provide monthly fuel bills for the 12 months prior to the Installation Date and on an ongoing basis.
Customer shall be responsible for returning any equipment provided by Runwise to Runwise following the conclusion of Customer receiving services from Runwise.

5. Runwise’s Representations & Warranties: Runwise represents and warrants to Customer that:

Runwise holds all necessary proprietary rights and licenses to the equipment and software necessary for providing the services to Customer;
Runwise has no knowledge of any action or proceeding pending, or contemplated, that would in any way jeopardize any such proprietary licenses; and
Runwise has all appropriate authority to perform this Agreement and that such performance will not violate any agreement to which Runwise is a party.
Runwise does not typically sell the equipment subject to this Agreement in the ordinary course of its business and in certain instances may not hold title to such equipment such that it would not be able to properly sell such equipment.

6. Customer's Representations and Warranties: Customer represents and warrants to Runwise that:

Customer has all appropriate authority to perform this Agreement and such performance will not violate any agreement to which Customer is a party;
Customer is (i) the owner of the premises at which the Runwise services are being performed, or (ii) a managing agent authorized by the owner of the premises to enter into this Agreement;
Customer is in compliance with all applicable laws, regulations, and ordinances relating to its boiler systems;
Customer has working mixing valve(s) and/or aquastats at its premises; and
Customer has never had any issues with lack of hot water or scalding hot water at its premises.

7. Ownership of Intellectual Property; Feedback: Runwise (or Runwise’s licensors, if applicable) exclusively own the services and software that are the subject of this Agreement, including without limitation, any ideas, concepts, know-how, process, techniques and methodologies developed therefrom, and any and all copyrights, patents, trademarks, and other intellectual property or proprietary rights contained therein. The hardware that is the subject of this Agreement may be owned by a third party which has granted Runwise the ability to deploy such hardware to you, and Runwise may not hold title to such hardware. Other than the limited rights to use the services as expressly set forth herein, Runwise reserves all right, title, and interest in and to such services, hardware and software, including all of their related intellectual property rights Customer may not remove, alter, or obscure any copyright, trademark, or other intellectual property or proprietary rights notices appearing on the services, hardware or software.

Customer will not (a) make the services available to anyone other than Customer, or use any the services for the benefit of anyone other than Customer, unless expressly stated otherwise in an Order Form, (b) sell, resell, license, sublicense, distribute, rent or lease the services, or include any services in a service bureau or outsourcing offering, (c) use any services to store or transmit any material in violation of third-party rights, (d) interfere with or disrupt the integrity or performance of the services or third-party data contained therein, (e) attempt to gain unauthorized access to the services or its related systems or networks, (f) permit direct or indirect access to or use of any services in a way that circumvents a contractual usage limit, except as permitted under this Agreement, (g) modify, copy, or create derivative works of the services or any part, feature, function or user interface thereof, or (h) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the services or access it to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the services, or (iii) copy any ideas, features, functions or graphics of the services.

If Customer provide Runwise with any suggestions for improvement, comments, or other feedback regarding the services, hardware or software (“Feedback”), Customer grants to Runwise a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that Customer own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

8. Fees and Expenses: Customer agree that Runwise shall be paid for its equipment, installation, and services according to the pricing and the payment schedule set forth in the Order Form. The management and service fee is subject to change upon annual renewal of the services. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, Runwise’s net income. Unless otherwise set forth on Order Form, Customer shall pay all invoiced amounts due to Runwise upon execution of the Order Form, without any need for an invoice or submission of a purchase order. All amounts paid to Runwise, including but not limited to any deposited or advanced fees, are non-refundable. Customer shall make all payments hereunder by wire transfer or credit card, and in US dollars, unless otherwise set forth on an applicable Order Form. In the event of any failure by Customer to make timely payments hereunder, Runwise may, in its discretion and without limiting any of its other rights hereunder, withhold or suspend the provision of services until payments are made current. Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Runwise for all reasonable costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees. Customer shall have no right under this Agreement to withhold, offset, recoup or debit any amounts owed (or to become due and owing) to Runwise against any other amount owed to it by Runwise. Customers filing ST-124 forms for capital improvements or tax exempt entities must provide the required documentation prior to the Runwise installation in order for Runwise to remove sales tax from any invoice. Any forms received following the installation will not be applied retroactively to invoices.

9. Indemnification and Hold Harmless

Customer shall indemnify, defend and hold harmless, to the fullest extent permitted by law, Runwise and its affiliated entities, and its and their respective officers, directors, employees, agents, volunteers and representatives (collectively, “Runwise Indemnitees”), from and against any and all claims, settlements, judgments, losses, costs, damages and expenses of every kind and nature (including, without limitation, attorneys’ fees) arising in connection with any physical or mental injury or disability to, or death of, any person (including, without limitation, any Runwise Indemnitee, any employee or worker of Customer or any third party), or damage to or destruction of any property, caused by, resulting from, arising out of, or in any way occurring directly or indirectly or in any manner connected with: (i) any breach, violation or conflict with the covenants, representations, warranties and acknowledgments set forth in Sections 4 and 6 hereof, (ii) the negligence or intentional misconduct of Customer or any of its agents, employees, workers or independent contractors (other than Runwise), (iii) the operation, control and management of the furnace, boiler and heating system, including any hot water or steam set forth therein , and (iv) temperature of building or any unit or floor therein.

10. Limitation of Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, RUNWISE MAKES NO OTHER REPRESENTATIONS OR FURTHER WARRANTIES OF ANY KIND TO CUSTOMER, AND RUNWISE EXPRESSLY DISCLAIMS AND EXCLUDES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RUNWISE EXPRESSLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. RUNWISE SHALL NOT BE LIABLE TO CUSTOMER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. IN ADDITION TO ANY OTHER LIMITATION SET FORTH IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF RUNWISE FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE FURTHER LIMITED TO THE TOTAL AMOUNT OF FEES PAID HEREUNDER BY THE CUSTOMER DURING THE PRIOR TWELVE MONTHS. IN NO EVENT SHALL RUNWISE HAVE ANY LIABILITY WITH RESPECT TO ANY DAMAGE, LIABILITY, OBLIGATION, INJURY, JUDGMENT, LOSSES, COSTS, OR OTHER CLAIM RELATING TO, ARISING FROM OR CONNECTED WITH THE OPERATION AND CONTROL OF THE FURNACE, BOILER, OR HEATING SYSTEM, INCLUDING ANY HOT WATER OR STEAM SET FORTH THEREIN.

11. Confidentiality. During the performance of this Agreement, a party may disclose (the “Disclosing Party”) to the other party (the “Receiving Party”) certain confidential or proprietary information, including, but not limited to, software, data, ideas, processes, methods, specifications, know-how, financial data, transaction records, client lists, client information, marketing data, or any other confidential or proprietary information, marketing, business plan, financial or personnel matter relating to its business, its present or future products, services, sales, suppliers, members, clients, employees, investors or business, whether in written, oral and physical/sample form (collectively “Confidential Information”). The Receiving Party shall use the Confidential Information solely to perform its obligations hereunder, and not for any other purpose. The Receiving Party and its agents, if any, shall not in any way disclose, copy, disassemble, decompile, reverse engineer, or otherwise transfer the Disclosing Party’s Confidential Information to any other person or entity at any time. The Receiving Party shall not disclose such Confidential Information to any of its employees or other agents except those who have a specific need to know to perform their obligations under this Agreement. For purposes of this Agreement, Confidential Information shall not include information that: (a) was in the public domain at the execution of this Agreement, (b) hereafter becomes part of the public domain, other than as a result of a disclosure by a Receiving Party or its representatives, (c) was already known to the Receiving Party prior to disclosure by the Disclosing Party, (d) was received by the Receiving Party through a source, other than the Disclosing Party, who was not under an obligation of confidentiality with respect to the Confidential Information, or (e) was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.

12. Entire Agreement; Affiliates; Third Party Beneficiaries; Relationship: This Agreement and any Order Form reflect the final expression of Customer’s and Runwise’s agreement and contain a complete and exclusive statement of the terms of that agreement. Said terms supersede all prior oral and written agreements or statements by and among the parties. There are no other agreements, representations, or warranties not set forth herein. No representation, statement, condition or warranty not contained in this Agreement or an Order Form will be binding on the parties. In the event that an entity that controls, is controlled by, or is under common control with Customer (an “Affiliate”) enters into an Order Form with Runwise, such Affiliate agrees to be bound by these Terms and Conditions as if it were an original party hereto; provided that Customer shall remain liable hereunder for such Affiliate’s performance under its Order Form. There are no third party beneficiaries under this Agreement. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Sections 7, 8, 9, 10, and 11, and any other provisions hereunder which by its nature should reasonably survive this Agreement, will survive the expiration or earlier termination of this Agreement.

13. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial: This Agreement, and any and all disputes arising out of or relating to this Agreement, will be governed by and construed under the laws of the State of New York, without reference to its conflicts of law principles, and shall be commenced and maintained solely in a state or federal court of competent subject matter jurisdiction situated or located in New York County, New York. Each Party consents to the personal jurisdiction and exclusive venue of any such court. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14. Assignment; Modification: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be

unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. The provisions of this Agreement may not be waived, altered, amended, modified, or repealed, in whole or in part, except by a writing executed by all the parties hereto. Notwithstanding the foregoing, Runwise may update these Terms and Conditions from time to time, and will make such updated Terms and Conditions available at [https://www.runwise.com/terms]; any such updated Terms and Conditions shall apply to any Order Form entered into after the effective date of the updated Terms and Conditions.

15. Non-Waiver: The failure of any party to insist upon the prompt and punctual performance of any term or condition in this Agreement, or the failure of any party to exercise any right or remedy under the terms of this Agreement on any one or more occasions, shall not constitute a waiver of that or any other term, condition, right, or remedy on that or any subsequent occasion, unless otherwise expressly provided for herein or unless expressly waived in writing by the applicable party.

16. Construction; Counterparts; Severability: This Agreement is the result of negotiations between, and has been reviewed by each of, the parties hereto and their respective counsel, if any. Accordingly, this Agreement shall be deemed to be the product of both parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid for any reason, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall be unaffected by such holding.

17. Notices: Any notice or other document to be given or to be served upon any party hereto in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the address or email of the other party on file with such party. Any party may at any time, by giving five (5) days prior written notice to the other party, designate any other address or email to which such notice will be given.

Acceptable Use

This acceptable use policy covers the products, services, and technologies (collectively referred to as the “Products”) provided by Runwise under any ongoing agreement. It’s designed to protect us, our customers, and the general Internet community from unethical, irresponsible, and illegal activity.

Runwise customers found engaging in activities prohibited by this acceptable use policy can be liable for service suspension and account termination. In extreme cases, we may be legally obliged to report such customers to the relevant authorities.

This policy was last reviewed on 24 May 2021.

Fair use

We provide our facilities with the assumption your use will be “business as usual”, as per our offer schedule. If your use is considered to be excessive, then additional fees may be charged, or capacity may be restricted.

We are opposed to all forms of abuse, discrimination, rights infringement, and/or any action that harms or disadvantages any group, individual, or resource. We expect our customers and, where applicable, their users (“end-users”) to likewise engage our Products with similar intent.

SMS Communication

General

Runwise SMS communications are targeted at all customers who engage in business with Runwise (Enterprise, Mid-market, and SMB).

SMS messages sent through our 87101 a dedicated short code are sent by employees to our customers for notification of either service events and/or maintenance windows regarding the services provided.

Communications through our short codes services are on an Opt-In basis. CTA will be advertised on the web to Employees only; the SC will not be marketed.

Opt-In/Opt-Out

Users will opt-in to the short code program via keyword 87101. Message and data rates may apply. Msg freq. varies per user. Text "HELP” to 87101 for help. Text "STOP" to cancel.

You can cancel this service at any time. Just text "STOP" to 87101. After you send the message "STOP" to us, we will send you a reply message to confirm that you have been unsubscribed. After this, you will no longer receive notifications from us.

Help

If at any time you forget what keywords are supported, just text "HELP" to 87101. After you send the message "HELP" to us, we will respond with instructions on how to use our service as well as how to unsubscribe.

Participating carriers

AT&T, Verizon Wireless, Sprint, T-Mobile, U.S. Cellular, Boost Mobile, MetroPCS, Virgin Mobile, and Cricket.

T-Mobile is not liable for delayed or undelivered messages.

Rates

As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

Support

For support, please email us at support@runwise.com or call us at 833-264-5371.

Customer accountability

We regard our customers as being responsible for their own actions as well as for the actions of anyone using our Products with the customer’s permission. This responsibility also applies to anyone using our Products on an unauthorized basis as a result of the customer’s failure to put in place reasonable security measures.

By accepting Products from us, our customers agree to ensure adherence to this policy on behalf of anyone using the Products as their end users. Complaints regarding the actions of customers or their end-users will be forwarded to the nominated contact for the account in question.

If a customer — or their end-user or anyone using our Products as a result of the customer — violates our acceptable use policy, we reserve the right to terminate any Products associated with the offending account or the account itself or take any remedial or preventative action we deem appropriate, without notice. To the extent permitted by law, no credit will be available for interruptions of service resulting from any violation of our acceptable use policy.

Prohibited activity

Copyright infringement and access to unauthorized material

Our Products must not be used to transmit, distribute or store any material in violation of any applicable law. This includes but isn’t limited to:

any material protected by copyright, trademark, trade secret, or other intellectual property right used without proper authorization, and
any material that is obscene, defamatory, constitutes an illegal threat or violates export control laws.

The customer is solely responsible for all material they input, upload, disseminate, transmit, create or publish through or on our Products, and for obtaining legal permission to use any works included in such material.

SPAM and unauthorized message activity

Our Products must not be used for the purpose of sending unsolicited bulk or commercial messages in violation of the laws and regulations applicable to your jurisdiction (“spam”). This includes but isn’t limited to sending spam, soliciting customers from spam sent from other service providers, and collecting replies to spam sent from other service providers.

Our Products must not be used for the purpose of running unconfirmed mailing lists or telephone number lists (“messaging lists”). This includes but isn’t limited to subscribing email addresses or telephone numbers to any messaging list without the permission of the email address or telephone number owner, and storing any email addresses or telephone numbers subscribed in this way. All messaging lists run on or hosted by our Products must be “confirmed opt-in”. Verification of the address or telephone number owner’s express permission must be available for the lifespan of the messaging list.

We prohibit the use of email lists, telephone number lists or databases purchased from third parties intended for spam or unconfirmed messaging list purposes on our Products.

This spam and unauthorized message activity policy applies to messages sent using our Products, or to messages sent from any network by the customer or any person on the customer’s behalf, that directly or indirectly refer the recipient to a site hosted via our Products.

Unethical, exploitative, and malicious activity

Our Products must not be used for the purpose of advertising, transmitting, or otherwise making available any software, program, product, or service designed to violate this acceptable use policy, or the acceptable use policy of other service providers. This includes but isn’t limited to facilitating the means to send spam and the initiation of network sniffing, pinging, packet spoofing, flooding, mail-bombing, and denial-of-service attacks.

Our Products must not be used to access any account or electronic resource where the group or individual attempting to gain access does not own or is not authorized to access the resource (e.g. “hacking”, “cracking”, “phreaking”, etc.).

Our Products must not be used for the purpose of intentionally or recklessly introducing viruses or malicious code into our Products and systems.

Our Products must not be used for purposely engaging in activities designed to harass another group or individual. Our definition of harassment includes but is not limited to denial-of-service attacks, hate-speech, advocacy of racial or ethnic intolerance, and any activity intended to threaten, abuse, infringe upon the rights of, or discriminate against any group or individual.

Other activities considered unethical, exploitative, and malicious include:

Obtaining (or attempting to obtain) services from us with the intent to avoid payment;
Using our facilities to obtain (or attempt to obtain) services from another provider with the intent to avoid payment;
The unauthorized access, alteration, or destruction (or any attempt thereof) of any information about our customers or end-users, by any means or device;
Using our facilities to interfere with the use of our facilities and network by other customers or authorized individuals;
Publishing or transmitting any content of links that incite violence, depict a violent act, depict child pornography, or threaten anyone’s health and safety;
Any act or omission in violation of consumer protection laws and regulations;
Any violation of a person’s privacy.

Our Products may not be used by any person or entity, which is involved with or suspected of involvement in activities or causes relating to illegal gambling; terrorism; narcotics trafficking; arms trafficking or the proliferation, development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles; in each case including any affiliation with others whatsoever who support the above such activities or causes.

Unauthorized use of Runwise property

We prohibit the impersonation of Runwise, the representation of a significant business relationship with Runwise, or ownership of any Runwise property (including our Products and brand) for the purpose of fraudulently gaining service, custom, patronage, or user trust.

About this policy

This policy outlines a non-exclusive list of activities and intent we deem unacceptable and incompatible with our brand.

We reserve the right to modify this policy at any time by publishing the revised version on our website. The revised version will be effective from the earlier of:

the date the customer uses our Products after we publish the revised version on our website; or
30 days after we publish the revised version on our website.