Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website at run1.dev (the "Site") and the development services offered by run1.dev ("we", "us", or "our") (the "Services"). By using the Site or engaging the Services, you ("Client" or "you") agree to these Terms. If you do not agree, do not use the Site or the Services.

1. The Services

Run 1 Labs delivers a working Full-Stack prototype application for a fixed fee within a fixed delivery window, subject to a written scope document agreed before payment. Each engagement includes architecture, implementation, deployment to a domain and cloud account that the Client designates, and handover of access credentials.

2. Engagement process

1. You submit an idea through the intake form on the Site.
2. We confirm whether the scope fits our standard plan and send a written scope document describing what will be delivered.
3. You accept the scope and pay the deposit invoice. The delivery window begins on the business day following cleared payment.
4. We build, deploy, and deliver the application. You pay the remaining balance upon delivery.
5. We transfer the server and credentials to a cloud account that you own.

3. Fees and payment

• The standard plan is USD 999 per engagement, billed as 40% deposit prior to work and 60% balance on delivery.
• All fees are in U.S. Dollars, exclusive of applicable taxes, duties, and bank fees, which are the Client's responsibility.
• Invoices are due within 7 days unless stated otherwise on the invoice. Overdue balances may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Failure to pay the balance within 30 days of delivery authorises us to suspend handover until payment is received in full.

4. Client responsibilities

To meet the delivery window, the Client agrees to:

• Provide accurate, complete, and lawful information about the idea and any content or assets needed for the build.
• Designate a target cloud account and custom domain before work begins, and grant the access needed for deployment.
• Respond to reasonable questions from us within two business days. Non-response may extend the delivery window day-for-day.
• Ensure the Client has all rights, licences, and authorisations necessary for us to use any materials the Client provides.

5. Intellectual property

5.1 Deliverables

Upon receipt of full payment, we assign to the Client all right, title, and interest in the custom source code and configuration authored specifically for the Client's application (the "Deliverables"). Before full payment, all rights remain with Run 1 Labs.

5.2 Pre-existing and third-party materials

The Deliverables may incorporate open-source components, third-party libraries, and Run 1 Labs' pre-existing templates and utilities (together, "Background IP"). Background IP is licensed — not assigned — to the Client under a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify, and redistribute solely as part of the Deliverables. Open-source components retain their original licences.

5.3 Portfolio rights

We may identify the Client and display non-confidential screenshots or descriptions of the Deliverables for marketing and portfolio purposes. You may opt out in writing before work begins.

5.4 Client content

The Client retains all rights in the materials it provides. The Client grants us a limited licence to use those materials solely to deliver the Services.

6. Acceptable use

You agree not to:

• Request Services that are unlawful, infringing, deceptive, or that violate third-party rights.
• Use the Site or Services to send unsolicited bulk communications, distribute malware, or conduct security testing without our prior written consent.
• Reverse engineer, resell, or sublicense the Site, our templates, or any Background IP except as permitted under Section 5.

7. Confidentiality

Each party agrees to protect the other party's non-public, proprietary information with at least the same care it uses for its own confidential information (and no less than reasonable care), and to use such information only to perform its obligations under the engagement. This obligation survives for three (3) years after the end of the engagement.

8. Warranties and disclaimers

We warrant that the Services will be performed with reasonable skill and care and that the Deliverables will substantially conform to the agreed scope at the time of delivery.

EXCEPT AS EXPRESSLY STATED ABOVE, THE SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RUN1.DEV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THE SITE OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY THE CLIENT TO US FOR THE ENGAGEMENT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT.

10. Indemnification

The Client will defend, indemnify, and hold harmless Run 1 Labs and its officers, employees, and affiliates from any third-party claim arising out of (i) materials the Client provided; (ii) the Client's use of the Deliverables after handover; or (iii) the Client's breach of these Terms.

11. Refunds

Refund terms are set out in our Refund Policy, which is incorporated into these Terms by reference.

12. Termination

Either party may terminate an engagement for the other party's material breach if the breach is not cured within ten (10) days of written notice. Sections that by their nature should survive termination (including Sections 5, 7, 8, 9, 10, and 13) will survive.

13. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, USA for any dispute not subject to mandatory arbitration.

14. Changes to these Terms

We may update these Terms from time to time. The "Effective date" at the top reflects the latest version. Your continued use of the Site after a change constitutes acceptance of the updated Terms.

15. Miscellaneous

These Terms, together with the applicable scope document and invoice, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements. If any provision is held unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver. Neither party may assign these Terms without the other party's prior written consent, except to a successor in connection with a merger or sale of substantially all assets.

16. Contact

Questions about these Terms? Contact us at legal@run1.dev.