Online Trial Services Terms

RUNLAYER ONLINE TRIAL SERVICES TERMS

(Updated 07-15-26)

These Runlayer Trial Services Terms (“Terms”) govern Your access to and use of Runlayer’s trial or evaluation services (“Trial Services”). By selecting “Sign Up,” “Create Account,” or similar language, or by accessing or using the Trial Services, You agree to be bound by these Terms.

In these Terms, “You” and “Your” means the individual accepting these Terms, or the company or other legal entity on whose behalf that individual is accepting these Terms. If You are accepting these Terms on behalf of an entity, You represent and warrant that You have authority to bind that entity to these Terms.

If You and Runlayer enter into a separate written agreement governing Your access to or use of the Trial Services, that agreement will control to the extent of any conflict with these Terms.

1. The Trial Services; Access and Use

1.1 Subject to Your compliance with these Terms, and subject to payment of any fees for the Trial Term as set forth in the applicable ordering document or workflow ordering process (“Order Form”), Runlayer grants You a non-exclusive, non-transferable, non-sublicensable right to access and use the Trial Services, as defined herein, during the Trial Term solely for Your evaluation of the features and functionality of Runlayer’s AI infrastructure security platform, including its tools, and related systems (the “Trial Services”).

1.2 You acknowledge that the Trial Services are provided for internal testing purposes only and You agree to independently assess any outputs, results, or findings generated during the Trial Term and not rely on them for production, operational, financial, or business decisions. Unless otherwise expressly agreed in writing, Trial Services do not include any service level commitments, uptime guarantees, support response times, custom development, implementation services, warranties, deliverables, or any obligation to correct errors or provide fixes. Any support assistance provided during the Trial Term will be on an as-available basis.

1.3 You may permit Your employees and contractors who are authorized to access and use the Trial Services on Your behalf (“Authorized Users”), provided that You remain responsible for all acts and omissions of Your Authorized Users and shall ensure their compliance with these Terms, including its confidentiality obligations.

2. Trial Term

The Trial Term will begin on the date You are first granted access to the Trial Services and continue for the period set forth in the applicable Order Form, unless earlier terminated by Runlayer or by You ceasing use of the Trial Services. After the Trial Term, You may enter into a master services agreement, or other agreement, for access and use of Runlayer’s hosted software platform and related features, functionality, interfaces, APIs, and models (the “Services”).

3. Payment and Fees

Runlayer will provide You with access to the Trial Services during the Trial Term subject to any fees set forth in the applicable Order Form. Unless otherwise stated in the Order Form, all fees are due in advance of the Trial Term, are non-cancelable and non-refundable, and Runlayer may suspend or withhold access to the Trial Services until such fees are paid in full. Undisputed amounts not paid when due may accrue interest at the greater of 1.5% per month or the maximum amount permitted by law.

4. Your Data and Responsibilities

4.1 You are solely responsible for Your Data submitted to, stored in, or processed by the Trial Services and You represent and warrant that You have all necessary rights, consents, and permissions to provide Your Data and to permit Runlayer to process it in connection with the Services.

4.2 You will comply with all applicable laws and regulations, including applicable data protection and privacy laws and export control and sanctions laws (“Applicable Law(s)”) in connection with Your use of the Trial Service. You represent and warrant that You have obtained all necessary rights, consents, and permissions to provide Your Data in connection with the Trial Services.

4.3 You acknowledge that the Trial Services are intended to be evaluated using non-production data where feasible. You will not submit any Restricted Data (as defined in Section 6) to the Services unless necessary for Your evaluation of the Trial Services and as agreed to in writing by Runlayer. If You elect to use production, live, or personal information that relates to, identifies, or is identifiable to a natural person as defined under Applicable Laws (“Personal Information”), You do so at Your own risk and remain solely responsible for such use and for compliance with Applicable Laws.

4.4 Runlayer will have no responsibility or liability for Your Data or Your use of the Trial Services in violation of these Terms or Applicable Laws.

5. Your Responsibilities

You are responsible for: (a) ensuring that only Your employees and contractors authorized by You to access and use the Trial Services on Your behalf (“Authorized Users”) are permitted access to the Trial Services; (b) maintaining the confidentiality and security of Your account credentials, systems, infrastructure, and devices used to access the Trial Services; (c) configuring and using the Trial Services in accordance with the documentation; (d) ensuring that Your use of the Trial Services complies with applicable laws and regulations, including data protection, privacy and export control laws (“Applicable Laws”) and these Terms, (e) ensuring You have all rights and consents to use and provide Your Data; and (f) ensuring that no Personal Information is submitted unless necessary for the evaluation of the Trial Services.

6. Use Restrictions

You agree that You will not, and will not permit any third party to: (a) use the Trial Services in violation of Applicable Law or the rights of any third party, or transmit, submit, collect, process, host, or store malicious code or any of Your Data that includes: (i) Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act of 1996; (ii) payment card data subject to PCI DSS, including credit or debit card information, personal bank account numbers, and card verification values; (iii) government classified information or information subject to U.S. or foreign export controls (other than ordinary commercial encryption); or (iv) other sensitive Personal Information as defined under applicable federal, state, or global privacy laws (collectively, “Restricted Data”); (b) access or attempt to access the Trial Services or related systems without authorization; (c) use the Trial Services in a manner that interferes with, disrupts, or degrades the integrity, performance, or availability of the Trial Services; (d) bypass, exceed, or circumvent any access controls, permissions, usage limits, or integrations of the Trial Services; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, algorithms, or underlying technology of the Trial Services; (f) use the Trial Services, Your Results, Documentation, or any observation of, access to, or information derived from the Trial Services to develop, train, test, improve, or design any competing or substantially similar product, service, methodology, model, workflow, or capability, including any threat detection, classification, or security analytics product or service, or to benchmark the Trial Services without Runlayer’s prior written consent; (g) use the Trial Services in any manner that could harm Runlayer, the Trial Services, or other users.

7. Ownership; Intellectual Property

7.1 Runlayer Intellectual Property. As between the Parties, Runlayer retains all right, title, and ownership interest in and to the Trial Services and Services Telemetry, including all software, models, algorithms, workflows, designs, interfaces, Documentation, and all improvements, modifications, and derivative works thereto, together with all associated current and future world-wide intellectual property, moral and other proprietary rights therein (“Intellectual Property Rights”), and may use the same for its business purposes, including the operation, evaluation, security and improvement of the Trial Services and related functionality. No rights or licenses, including Intellectual Property Rights, to the Trial Services are granted to You, except for the limited right to access and use the Trial Services during the Trial Term as expressly set forth in these Terms.

7.2 Your Data. As between the Parties, You retain all right, title, and interest in and to data, content, information or materials submitted to, stored in, transmitted through, or otherwise provided by You, or on Your behalf, for use in the Trial Services (“Your Data”), together with any alerts, analyses, summaries, recommendations, classifications, scans, scores, reports, or other outputs generated by the Trial Services from Your Data and made available to You (“Your Results”). You grant Runlayer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free right during the Trial Term to access, use, process, analyze, copy, store, transmit, and display Your Data to provide, operate, secure, improve and support the Trial Services.

7.3 Feedback. You may provide feedback, suggestions, or recommendations regarding the Trial Services (“Feedback”). Runlayer may use and incorporate such Feedback for any business purpose without restriction or obligation to You.

7.4 Services Telemetry. Runlayer retains all right, title, and interest in data and information generated by or arising from the use, operation, or performance of the Trial Services, including performance metrics, feature usage data, system event data, error and exception reports, diagnostic data, and related information in each case maintained in de-identified and/or aggregated form such that it does not identify or reasonably permit the identification of You or any individual (“Services Telemetry”). Services Telemetry does not include Your Data, Your Results, or Personal Information. Runlayer will not attempt to re-identify Services Telemetry and may use Services Telemetry to operate, maintain, support, secure, analyze, and improve the Trial Services and related services, and to train, validate, and improve Runlayer’s threat-detection models.

8. Confidential Information

“Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Runlayer includes, without limitation, the Trial Services, Documentation, models, algorithms, product designs, and pricing. Your Confidential Information includes Your Data. The Receiving Party will use the Disclosing Party’s Confidential Information solely for purposes of these Terms and will not disclose such Confidential Information to any third party, except to its employees and contractors who have a need to know for purposes of these Terms and who are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party will protect the Confidential Information using at least reasonable care. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party without restriction prior to disclosure; (c) was lawfully received from a third party without restriction; or (d) was independently developed without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonably cooperates in any effort to limit the disclosure. The Receiving Party may also disclose Confidential Information to the extent reasonably necessary to establish, exercise, or defend its legal rights in connection with any dispute, claim, or legal proceeding between the parties arising out of or relating to these Terms, including disclosure to a court, arbitrator, or mediator, or to its legal counsel, provided that the Receiving Party uses reasonable efforts to limit such disclosure to what is necessary for that purpose and, where reasonably practicable, seeks confidential treatment (such as filing under seal) for any such disclosure. In the event of actual or threatened breach of this Section, the Use Restrictions in Section 6, or the ownership provisions in Section 7, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, in addition to any other rights or remedies available to it at law or in equity.

9. Disclaimer

THE TRIAL SERVICES, INCLUDING YOUR RESULTS, AND ANY OTHER OUTPUT OR FINDINGS, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUNLAYER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. RUNLAYER DOES NOT WARRANT THAT THE TRIAL SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUTS, RESULTS, OR FINDINGS WILL BE ACCURATE, COMPLETE, OR RELIABLE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUNLAYER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRIAL SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUNLAYER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRIAL SERVICES WILL NOT EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).

11. Termination and Suspension

11.1 Either Party may terminate these Terms at any time upon written notice to the other Party. Upon termination or expiration, You will immediately cease all access to and use of the Trial Services and will immediately delete, destroy, or disable all copies of the Trial Services and any related software, containers, images, models, Documentation, credentials, and other materials provided by, or on behalf of, Runlayer that are in Your possession or control. Upon Runlayer’s written request, You will provide a written certification, signed by an authorized representative, confirming Your compliance with the foregoing obligations. Upon Your written request, Runlayer will delete Your Data from its active systems within a commercially reasonable period, subject to any legal or technical retention requirements.

11.2 Runlayer may suspend Your access to the Trial Services upon written notice if: (a) You fail to pay any undisputed fees when due; (b) Your use of the Trial Services violates these Terms or Applicable Law; or (c) Your use poses a security, legal, or operational risk to Runlayer or the Trial Services.

12. Data Protection and Security

12.1 Runlayer will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Your Data against unauthorized access, use, or disclosure. To the extent the Trial Services involve the processing of Personal Information, such processing will be performed in accordance with applicable data protection laws and the Data Processing Addendum available at https://www.runlayer.com/legal (the “DPA”), which is incorporated herein by reference.

12.2 You are responsible for the security of Your systems, credentials, and access to the Trial Services, and for determining the information You submit. You will ensure that Your use of the Trial Services, including Your Data submitted through the Trial Services, complies with Applicable Law and that You have obtained all necessary rights, consents, and permissions to provide such information and Your Data. You are solely responsible for implementing appropriate safeguards to protect Your Data in connection with Your use of the Trial Services.

13. Subprocessors

Runlayer may use subprocessors to provide the Trial Services and will remain responsible for their performance. Runlayer will ensure subprocessors are bound by data-protection obligations no less protective than those in the DPA.

14. Force Majeure

Neither Party will be liable for any failure or delay in performance under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, failures of utilities or telecommunications, or failures of third-party service providers.

15. Governing Law

These Terms will be governed by the laws of the State of New York, without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief to which it may be entitled.

16. Assignment

You may not assign these Terms without Runlayer’s prior written consent. Runlayer may assign these Terms in connection with a merger, acquisition, or sale of assets.

17. Entire Agreement

These Terms constitute the entire agreement between the Parties with respect to the Trial Services and supersede all prior discussions or agreements relating to its subject matter. Runlayer may update these Terms from time to time by posting the updated version on its website or otherwise making it available through the Trial Services. Updated Terms will apply prospectively to new Trial Service sign-ups and, for existing users, to the extent permitted by Applicable Laws and as stated in the updated Terms.

18. Survival

Sections 3 (Fees), 6 (Use Restrictions), 7 (Ownership; Intellectual Property), 8 (Confidential Information), 9 (Disclaimer), 10 (Limitation of Liability), and any other provisions that by their nature should survive, will survive termination or expiration of these Terms.

By clicking “Sign Up,” “Create Account,” “Start Trial,” or any similarly-labeled button or link, by signing up or logging in via single sign-on or a third-party account, or by otherwise accessing or using the Trial Services, You (i) agree to be bound by these Terms, (ii) acknowledge the Privacy Policy, and (iii) if entering into these Terms on behalf of an entity, represent that You have authority to bind that entity.