Runworx Terms of Service

Effective October 2, 2026

1. Agreement

These Terms of Service ("Terms") are a binding agreement between Runworx Technologies, LLC, a Pennsylvania limited liability company ("Runworx," "we," "us"), and the business that uses the Service ("Customer," "you"). You accept these Terms by signing an Order Form that references them. If you accept for a company, you confirm you have authority to bind it.

These Terms, each Order Form, and any Statement of Work ("SOW") form the "Agreement." If they conflict, the Order Form controls, then the SOW, then these Terms. OurPrivacy Policy describes how we handle personal information but is not part of the Agreement. The Service is for business use only.

Definitions

• "Service" means the Runworx hosted manufacturing platform, including its web and shop-floor terminal applications and APIs, as identified in an Order Form.
• "Order Form" means an ordering document signed or accepted by both parties that states the subscription, fees, term, and any Professional Services.
• "Subscription Term" means the access period in the Order Form, including renewals.
• "End User" means a person you authorize to use the Service under your account.
• "Customer Data" means data you or your End Users submit to the Service, or import into it from Third-Party Services.
• "Third-Party Service" means a product or service not provided by Runworx that connects to the Service, such as an accounting, ERP, or other business system.
• "Professional Services" means implementation, configuration, data migration, training, or similar services described in an Order Form or SOW.

2. The Service

Runworx is a cloud-hosted manufacturing intelligence and operations platform. The modules and usage limits you receive are listed in your Order Form. Subject to the Agreement and payment of fees, we grant you a non-exclusive, non-transferable right during the Subscription Term for your End Users to use the Service for your internal business operations.

We may change the Service, but we will not materially reduce the core functions of a module you subscribe to during your current Subscription Term. We use commercially reasonable efforts to keep the Service available, apart from planned maintenance and events beyond our control. Service-level commitments apply only if stated in an Order Form.

Features labeled beta may be inaccurate and must be reviewed before you rely on them.

3. Accounts and End Users

You decide who becomes an End User. You are responsible for all activity under your account and for your End Users' compliance with the Agreement. Each End User must use their own credentials, except on shop-floor terminals you configure as shared devices, which you must physically secure. Keep credentials confidential and tell us promptly atsupport@runworx.ai if you suspect unauthorized access.

Our personnel access Customer Data only to provide support you request, maintain the Service, or comply with law.

4. Fees and Professional Services

Subscription fees, the Subscription Term, and the billing cycle (monthly or annually) are set out in your Order Form. Unless the Order Form says otherwise, each Subscription Term renews automatically for a successive period of equal length, unless either party gives written notice of non-renewal at least 30 days before the current term ends. We may change prices for a renewal term with at least 60 days' notice.

Fees are invoiced in arrears at the end of each billing cycle for the period just ended, and are payable in U.S. dollars by the due date stated on the invoice. Fees exclude taxes, which you pay, except taxes on Runworx's income. Your commitment to pay fees for the full Subscription Term is non-cancelable except as stated in the Agreement. If an undisputed amount is more than 30 days overdue, we may suspend the Service after 10 days' written notice. Suspension does not delete Customer Data.

Professional Services are performed as described in the Order Form or SOW and require your timely cooperation. Delays you cause may extend timelines or add fees. Deliverables that consist of Customer Data belong to you. Runworx keeps its tools, templates, and know-how.

5. Customer Data

5.1 Ownership

You own Customer Data. You grant Runworx a license to host, process, and transmit it only to provide and support the Service, perform Professional Services, and comply with law. This includes transmitting it to Third-Party Services you connect. We may use technical usage data that does not identify you or any individual to operate and improve the Service.

5.2 Your Responsibilities

You are responsible for the accuracy and legality of Customer Data and for having the rights to submit it. You are also responsible for providing any notices to and obtaining any consents from your employees and End Users that are required by law for your use of the Service, including notices about the recording of production activity. Do not submit health information, payment card numbers, government ID numbers, export-controlled technical data, or Controlled Unclassified Information (CUI).

5.3 Security

We maintain reasonable administrative, technical, and physical safeguards, including encryption in transit, encrypted integration credentials, separation of each customer's data, and role-based access. If we become aware of a security breach that results in unauthorized access to your Customer Data, we will notify you within 72 hours and as required by law, share what we know, and keep you updated.

5.4 Records

Some production and audit records cannot be edited or deleted, by design. You are responsible for any record-retention obligations of your business that extend beyond your Subscription Term.

5.5 Export and Deletion

You may export Customer Data during the Subscription Term and for 30 days after it ends. We then delete it from production systems. Backups are overwritten within 90 days.

5.6 Subprocessors

Runworx uses the following service providers ("Subprocessors") to process Customer Data on its behalf. Each is bound by appropriate written confidentiality and security obligations.

We will update this list before a new Subprocessor begins processing Customer Data. Third-Party Services you connect under Section 6 are not Runworx Subprocessors. Their handling of data is governed by your agreement with each provider.

6. Third-Party Services

Third-Party Services you connect are governed by your agreement with their provider. Runworx does not control them and is not responsible for their availability, security, or changes. If a provider changes or ends its API, we may need to change or end the related integration. By connecting a Third-Party Service, you authorize Runworx to read and write data in that account within the permissions you grant, and you confirm you have authority to do so. Supported integrations and their permissions are described in our Privacy Policy and on the connect screen.

You may disconnect at any time. Data already synchronized stays in each system, subject to Section 5.5. Your accounting or other system of record remains your system of record, and you are responsible for reviewing synchronized transactions before relying on them for financial or tax purposes. Third-party names and trademarks belong to their owners, and their use does not imply affiliation or endorsement.

7. Manufacturing Use

The Service records and displays manufacturing data. It is not a safety system and does not replace your procedures or judgment.

• Do not use it to control machinery or as a safety system, emergency stop, or interlock.
• You remain solely responsible for your processes, product quality, inspection and release decisions, and compliance with customer requirements, quality standards, and law.
• You are responsible for configurations you enter or approve, including those prepared with our help.
• Keep fallback procedures, such as printed travelers, for outages.

8. Acceptable Use

You and your End Users will not:

1. Use the Service unlawfully, including in violation of export control or sanctions laws, or to infringe anyone's rights.
2. Resell, sublicense, or provide the Service to third parties, copy, modify, or reverse engineer it, or use it to build a competing product.
3. Probe, test, or bypass the Service's security, tenant isolation, or usage limits, upload malicious code, or interfere with or overload the Service, including by scraping or API use beyond documented limits. Responsible disclosure to support@runworx.ai is welcome.
4. Share credentials, except as allowed in Section 3, or misrepresent your identity.

We may suspend access immediately when needed to prevent harm to the Service or others, and will restore it once the issue is resolved.

9. Intellectual Property and Confidentiality

Runworx and its licensors own the Service and all improvements to it. Customer Data is yours. The Runworx name and logo may not be used without our consent, and all rights not expressly granted are reserved. We may freely use suggestions or feedback you give us, excluding Customer Data and your Confidential Information.

"Confidential Information" means non-public information one party discloses to the other that a reasonable person would understand to be confidential. It includes Customer Data, your processes and drawings, and our pricing, product plans, and security information. The receiving party will use it only to perform under the Agreement, protect it with at least reasonable care, and share it only with personnel and service providers who need it and are bound by similar duties.

These duties do not apply to information that is public through no fault of the receiver, already known to it, independently developed, or lawfully received from others, or to disclosure required by law, with advance notice where permitted. They last for the Subscription Term plus three years, and indefinitely for trade secrets and Customer Data.

10. Warranties, Liability, and Indemnification

10.1 Warranty

Runworx warrants that the Service will perform materially as described in its documentation, and that Professional Services will be performed in a professional manner. If we breach this warranty and you tell us within 30 days, we will try to fix the problem. If we cannot fix it within 30 days, either party may terminate the affected Order Form, and we will refund prepaid fees for the remaining term. This is your exclusive remedy for breach of this warranty.

10.2 Disclaimer

EXCEPT AS STATED IN SECTION 10.1, THE SERVICE, PROFESSIONAL SERVICES, BETA FEATURES, AND INTEGRATIONS ARE PROVIDED "AS IS." RUNWORX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RUNWORX DOES NOT WARRANT THAT THE SERVICE OR ANY DATA SYNCHRONIZATION WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETE.

10.3 Limitation of Liability

EXCEPT FOR EXCLUDED CLAIMS: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST PRODUCTION, SCRAP, REWORK, RECALL COSTS, OR DOWNTIME, IN EACH CASE WHETHER CHARACTERIZED AS DIRECT OR INDIRECT DAMAGES, EVEN IF ADVISED THEY WERE POSSIBLE, BUT THIS CLAUSE (A) DOES NOT LIMIT AMOUNTS RUNWORX PAYS TO THIRD PARTIES UNDER SECTION 10.4; (B) EACH PARTY'S TOTAL LIABILITY UNDER THE AGREEMENT, OTHER THAN RUNWORX'S LIABILITY UNDER SECTION 10.4, WILL NOT EXCEED THE GREATER OF THE FEES PAID AND PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR $1,000; AND (C) RUNWORX'S TOTAL LIABILITY UNDER SECTION 10.4, INCLUDING DEFENSE COSTS, WILL NOT EXCEED TWO TIMES THE FEES PAID AND PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE CLAIM.

"Excluded Claims" means your payment obligations, your indemnification obligations, your breach of Section 8, and a party's gross negligence, willful misconduct, or fraud.

10.4 Indemnification

Runworx will defend you against third-party claims that the Service, as we provide it, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret. We will pay resulting damages awarded or agreed in settlement. This excludes claims arising from Customer Data, Third-Party Services, or modifications or combinations not made by Runworx. If the Service may be infringing, we may obtain the right for you to keep using it, modify it, or terminate the affected subscription and refund prepaid fees for the remaining term.

You will defend Runworx against third-party claims arising from Customer Data, your use of the Service in breach of the Agreement or law, or products you manufacture or ship, except to the extent the claim is caused by Runworx's breach of the Agreement, negligence, or willful misconduct. You will pay resulting damages awarded or agreed in settlement.

The indemnified party must promptly notify the other party, give it control of the defense and settlement, and reasonably cooperate. No settlement may impose obligations on the indemnified party without its consent.

11. Term, Disputes, and General

11.1 Termination

The Agreement lasts while any Order Form is active. Either party may terminate for a material breach not cured within 30 days of written notice, or if the other party becomes insolvent. If you terminate for our breach, we refund prepaid fees for the remaining term. If we terminate for yours, unpaid fees for the remaining term become due.

On termination, access ends, amounts owed must be paid, and Section 5.5 governs Customer Data. Sections 5, 7, 9, 10, and 11 survive, along with payment obligations.

11.2 Governing Law and Venue

Pennsylvania law governs, without regard to conflict-of-law rules. The parties will try in good faith to resolve any dispute for 30 days after written notice. After that, any claim must be brought in the state courts located in Erie County, Pennsylvania, or the United States District Court for the Western District of Pennsylvania, and each party consents to those courts' jurisdiction. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

11.3 Changes to These Terms

We may update these Terms and will post the new version with a new effective date. We will notify the contact in your Order Form at least 30 days before a material change takes effect. Changes apply from your next renewal term unless required by law, and they do not override a signed Order Form. Updates to the Subprocessor list under Section 5.6 are not changes to these Terms under this Section.

11.4 General

Neither party may assign the Agreement without the other's consent, except to a successor in a merger or sale of substantially all its assets. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations. The parties are independent contractors.

Failure to enforce a provision is not a waiver. An unenforceable provision is limited to the minimum extent necessary, and the rest remains in effect. The Agreement is the entire agreement on its subject and overrides any purchase-order terms.

Notices to Runworx go tolegal@runworx.ai and to Runworx Technologies, LLC, 502 W 7th St, Ste 100, Erie, PA 16502. Notices to you go to the contact in your Order Form. You consent to electronic notices, and you may opt out of marketing email at any time.

11.5 Contact

support@runworx.ai · Runworx Technologies, LLC, 502 W 7th St, Ste 100, Erie, PA 16502, United States