Terms of Service

Effective Date: April 6, 2026

1. Documents Comprising Agreement and Term. These Runwise Terms and Conditions shall apply to, and govern any use of, the Runwise Inc. (“Runwise”) products and services by the customer (“Customer”) that enters into an order form (“Order Form”) with Runwise referencing these Runwise Terms and Conditions. Such an Order Form, together with these Runwise Terms and Conditions, are collectively referred to in these Runwise Terms and Conditions as this “Agreement.” Runwise and Customer are sometimes referred to in these Runwise Terms and Conditions individually as a “Party” and collectively as the “Parties.” By entering into an Order Form, the Parties signify their agreement to these Runwise Terms and Conditions as they may be revised from time to time as set forth in this Section 1. This Agreement shall continue in effect for as long as the Customer is receiving and/or using products or services from Runwise, provided that any revised Runwise Terms and Conditions made available on the Runwise website (at runwise.com/terms-of-service or other location designated on Runwise’s website) shall become a part of this Agreement in lieu of these Runwise Terms and Conditions if Customer continues to use or receive products or services from Runwise for any period following the date that is thirty (30) days after such revised Runwise Terms and Conditions are first made available on the Runwise website.
2. Runwise System Warranty. Runwise warrants that the products set forth in the Order Form that are installed by Runwise (collectively, the “Runwise System”) at the applicable building or premises (the “Customer Premises”) shall be free from defects in material and workmanship for a period of one year from the date (the “Installation Date”) that the Runwise System is so installed and activated on the Runwise monitoring website (the “Runwise Monitoring Website”), provided that Customer, not Runwise, is responsible for the failure of, or damage to, any and all portions of the Runwise System caused by tampering, attempted or actual modification, misuse, flood, fire, explosion, act or God, vandalism, theft, or failure of Customer to cause the Customer Premises or the equipment or systems at the Customer’s Premises in which Customer or any other person or entity other than Runwise has an ownership interest (such equipment or systems, including, but not limited to, the boiler, heating, chiller, and water (including hot water) supply equipment and systems, (collectively, the “Customer Equipment”)) to be properly operated, maintained, repaired and replaced. The fee for any repair or replacement of the Runwise System or any component thereof for which Customer is responsible will be invoiced to Customer based on the applicable Runwise hourly labor rate plus the cost of the replacement Runwise System or component thereof and Customer shall pay such amount to Runwise within thirty (30) after receipt of the invoice. Immediately upon first learning of the same, Customer shall notify Runwise of any failure of, damage to, modification of, and tampering with, the Runwise System or any component thereof that requires repair or replacement. The warranty set forth in this Section 2 is the sole and exclusive warranty provided by Runwise to Customer and Runwise does not make, and hereby expressly disclaims, any and all other warranties, express or implied or arising by statute or otherwise, including but not limited to the warranty of fitness for a particular purpose and the warranty of merchantability. The sole and exclusive remedy available to Customer should the Runwise System or any component thereof not conform with the warranty set forth in this Section 2 shall be for Runwise, at Runwise’s expense, to repair or replace (at Runwise’s option) the nonconforming component(s) of the Runwise System.
3. Runwise Monitoring Website, the Services. Runwise shall use commercially reasonable efforts to make the Runwise Monitoring Website operational and available on a 24/7 basis, which website (i) provides automated alerts (based on mutually agreed upon thresholds or triggers) to Customer relating to certain operating aspects of the Customer Equipment that is subject to monitoring and/or control by the Runwise System, and (ii) allows Customer to conduct real-time monitoring of certain operating aspects of the Customer Equipment that is subject to monitoring and/or control by the Runwise System. These monitoring functions of the Runwise Monitoring Website, together with any control of the Customer Equipment that is subject to control by the Runwise System, are collectively referred to in these Runwise Terms and Conditions as the “Services.” Runwise is not responsible for any claims, complaints, liability, damages, losses, costs or expenses resulting from Customer’s failure to review or respond to automated alerts, other alerts, or information available on the Runwise Monitoring Website concerning operating aspects of the Customer Equipment subject to monitoring by the Runwise System.
4. Price, Payment, Renewals, Cancellation.
   1. Payment for Installation of Runwise System. The one-time price payable by Customer to Runwise for installation of the Runwise System at the Customer Premises is as set forth in the Order Form (this price is sometimes referred to in the Order Form as the “Hardware and Installation Fee” or a similar name) and is required to be paid prior to installation of the Runwise System.
   2. Payment for Services, Renewals, Cancellation.
      (i) Initial Period. The “Initial Period” is the period that starts on the Installation Date and ends on the last day of the calendar month immediately preceding the first annual anniversary of the Installation Date (for example, if the Installation Date were April 20, 2026, the Initial Period would be the period April 20, 2026 to March 31, 2027). The “Initial Period Price” is the price payable by Customer for the Services during the Initial Period and is set forth on the Order Form (this price may be referred to in the Order Form as the “Annual Subscription Fee,” the “Annual Management and Platform Fee,” or by a similar name). Customer shall pay the Initial Period Price to Runwise no later than thirty (30) days after the Installation Date.
      (ii) Renewal Periods. Each of the periods after the end of the Initial Period is referred to herein as a “Renewal Period” and each of the prices payable by Customer to Runwise for Services during an applicable Renewal Period is referred to herein as a “Renewal Period Price.” The first Renewal Period is the period that starts on the first day after the end of the Initial Period and ends on the end date of the first Renewal Period contained in Runwise’s invoice for the Renewal Period Price payable by Customer for the Services during such first Renewal Period. The start and end dates of a subsequent Renewal Period and the applicable Renewal Period Price payable by Customer for Services during such period shall be as set forth in Runwise’s invoice for the appliable Renewal Period Price. The Services are automatically renewed for each Renewal Period (none of which shall exceed eighteen (18) months in duration) and Customer shall pay the applicable Renewal Period Price to Runwise no later than thirty (30) days after Customer’s receipt of Runwise’s invoice for such price unless, prior to such payment deadline, Customer cancels its continued receipt of Services by written notice to Runwise.
      (iii) Customer acknowledges that pricing for each Renewal Period after the Initial Period is subject to adjustment by Runwise.
   3. Taxes. 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 taxes, duties and charges, provided that Customer shall not be responsible for any taxes imposed on or with respect to Runwise’s net income. Customers filing ST-124 forms for capital improvements and Customers that are tax exempt entities must provide the required documentation prior to Runwise’s installation of the Runwise System for sales tax to be excluded from the amounts payable by Customer. Any forms or other documentation received following such installation will not be applied retroactively.
   4. Non-Refundable. To the fullest extent permitted by applicable law, all payments made by Customer to Runwise are non-refundable.
   5. Currency, Method of Payment. Customer shall make all payments in U.S. dollars by wire transfer or credit card unless otherwise set forth on the Order Form.
   6. Interest, Suspension of Service for Non-Payment, Collection Costs, No Setoffs. If Customer fails to make timely payment, Runwise may, in its discretion, and without limiting any of its other rights and remedies and without any liability to Customer, withhold or suspend the provision of the Services until payments are made current or permanently terminate the provision of the Services to Customer. Customer shall pay interest on all late payments at the lesser of (i) the rate of 1.5% per month, calculated daily and compounded monthly, or (ii) the highest rate permitted by applicable law. Customer shall reimburse Runwise for all reasonable costs incurred in collecting any late payments and interest, including, without limitation, reasonable attorneys’ fees. Customer shall have no right under this Agreement to withhold, offset, or otherwise credit or deduct from or against any amounts owed (or to become due and owing) by Customer to Runwise any amount owed (or to become due and owing) by Runwise to Customer.
5. Customer Obligations and Acknowledgements regarding Customer Equipment and Customer Premises.
   1. Customer shall cause the Customer Equipment that is subject to monitoring and/or control by the Runwise System as well as the Customer Premises and any other Customer or Customer Premises equipment and systems that reasonably may adversely affect the operation of the Runwise System to be properly installed, operated and maintained and to comply with all applicable federal, state, and local laws, regulations, codes, and permitting and licensing requirements.
   2. Customer, within twenty-four (24) hours after first learning of any such issue, shall notify Runwise of any issue adversely affecting the Customer Equipment that is subject to monitoring and/or control by the Runwise System and of any issue affecting the Customer Premises or any other Customer Equipment that reasonably may adversely affect the operation of the Runwise System.
   3. Should the Customer Equipment that is subject to monitoring and/or control by the Runwise System consist, in whole or in part, of a boiler or a heating and/or hot water system, Customer acknowledges and agrees that: (i) the Runwise System is designed and intended only to prevent wasteful overheating and to facilitate reduced fuel consumption and does not provide the ability to selectively set temperatures or otherwise control the heat on individual floors or in individual units; (ii) the Runwise System is not designed or intended to be used, does not interact with, operate or otherwise control, and shall not be used in place of, the mixing valve(s), any related sensor(s), or the aquastat(s), which mixing valve(s), related sensor(s), and aquastat(s) the Customer shall properly operate, maintain, and repair to ensure safe hot water and steam operating temperatures; (iii) any temperature or other readings provided by the Runwise System or the Runwise Monitoring Website are for informational purposes solely in connection with improving the efficiency of the Customer Equipment and shall not be relied on for any other purpose; and (iv) Customer is solely responsible for (A) causing safe and adequate heat, hot water, and other water to be provided to the occupants of the Customer Premises and (B) any claims, actions, proceedings, liability, damages, settlements, losses, costs, expenses, violations and fines (including any relating to personal injury, death, property damage or other financial loss) that may arise from any failure to do so (and Customer, to the fullest extent permitted by law, shall defend, indemnify, and hold harmless Runwise, its affiliates, and its and their respective directors, officers, employees, agents, contractors, subcontractors, and representatives (Runwise and such other entities and persons, collectively, the “Runwise Indemnitees”) from and against the same).
6. Use of Runwise System and Runwise Monitoring Website Only for Intended Purpose. The Runwise System (including, but not limited to, any modem that is a part thereof) and the Runwise Monitoring Website shall be used only for monitoring and/or control of the Customer Equipment for which the Runwise System was installed pursuant to this Agreement. Customer shall not cause or permit any other use of, access to, or connection with the Runwise System or the Runwise Monitoring Website for any other purpose whatsoever (collectively, “Unauthorized Use”), including, without limitation, any use or purpose that violates any rights (including intellectual property rights) of Runwise or others, or any unlawful, harmful, abusive, harassing, discriminatory, deceptive, obscene, tortious, or bulk messaging (including spam) use or purpose. Runwise may suspend or terminate the Services due to any Unauthorized Use. Customer is solely responsible for any claims, actions, proceedings, liability, damages, settlements, losses, costs, expenses, violations and fines (including any relating to personal injury, death, property damage, or other financial loss) arising from any Unauthorized Use and Customer, to the fullest extent permitted by law, shall defend, indemnify, and hold the Runwise Indemnitees harmless from and against the same.
7. Electric, Gas, Steam, Fuel Oil, and Water Usage and Cost Data.
   1. So that Runwise may review and analyze relevant Customer (or, as applicable, relevant Customer Premises) usage and cost data:
      (i) Prior to the Installation Date, Customer shall provide Runwise with Customer’s (or, as applicable, the Customer Premises’) usage and cost of electricity, gas, steam, fuel oil, and/or water (as applicable to the Customer Equipment that is subject to monitoring and/or control by the Runwise System pursuant to this Agreement) for each of the twelve (12) months prior to the Installation Date; and
      (ii) After the Installation Date, Customer, on an ongoing basis and promptly after such usage and cost data becomes available, shall provide Runwise with Customer’s (or as applicable, the Customer Premises’) usage and cost of electricity, gas, steam, fuel oil, and/or water (as applicable to the Customer Equipment that is subject to monitoring and/or control by the Runwise System pursuant to this Agreement) for each month on and after the Installation Date.
   2. Customer shall provide Runwise with the usage and cost data required by Section 7(a) above by establishing a real time integration between Runwise and the applicable provider(s) of electricity, gas, steam, fuel oil, and/or water through the integration mechanism made available to Customer on Runwise’s website; provided that, if such integration does not support an applicable provider, Customer shall provide Runwise with hard copies of the bills or other documentation from such provider that contain the required usage and cost data.
8. Return of Runwise System at Conclusion of Services. At no expense to Runwise, Customer is responsible for returning to Runwise all components of the Runwise System within thirty (30) days after the conclusion of Customer’s receipt of Services from Runwise under this Agreement; provided that if Customer fails to return all such components, Customer, upon reasonable advance notice from Runwise (but no less than seven (7) days advance notice), shall provide access to the Customer Premises for Runwise and/or its representatives to remove and retrieve all or some (as determined by Runwise) of the components of the Runwise System from the Customer Premises and Customer shall reasonably cooperate with such removal and retrieval, which access and reasonable cooperation shall be provided by Customer without charge or other condition.
9. Runwise’s Representations and Warranties. Runwise represents and warrants to Customer that:
   1. Runwise has all right, title and/or interest in, to, and/or to use the Runwise System and the Runwise Monitoring Website that are necessary for Runwise to provide the Services to Customer contemplated by this Agreement;
   2. Runwise has all necessary authority to execute, deliver and perform this Agreement and such execution, delivery and performance does not violate any agreement to which Runwise is a party;
   3. Runwise has no knowledge of any claim, action or proceeding, pending or contemplated, that would reasonably be expected to materially affect Runwise’s ability to perform its obligations under this Agreement; and
   4. The individual executing this Agreement on behalf of Runwise is authorized to do so and to legally bind Runwise (and such individual also individually represents and warrants to Customer that such individual is authorized to execute this Agreement on behalf of Runwise and legally bind Runwise).
10. Customer's Representations and Warranties. Customer represents and warrants to Runwise that:
    1. Customer has all necessary authority to execute, deliver and perform this Agreement and such execution, delivery and performance does not violate any agreement to which Customer is a party;
    2. Customer has no knowledge of any claim, action or proceeding, pending or contemplated, that would reasonably be expected to materially affect Customer’s ability to perform its obligations under this Agreement;
    3. The individual executing this Agreement on behalf of Customer is authorized to do so and to legally bind Customer (and such individual also individually represents and warrants to Runwise that such individual is authorized to execute this Agreement on behalf of Customer and legally bind Customer);
    4. Customer is (i) the owner of the Customer Premises at which the Runwise System is to be installed, or (ii) a managing agent with respect to the Customer Premises and is authorized by the owner of the Customer Premises to enter into this Agreement; and
    5. Customer, any separate owner of the Customer Premises, and the Customer Premises comply with all federal, state and local laws, regulations, codes, and permitting and licensing requirements applicable to the Customer Equipment that is subject to monitoring and/or control by the Runwise System and, if such Customer Equipment consists, in whole or in part, of a boiler or a heating and/or hot water system, such system has working mixing valve(s), related sensor(s) and/or aquastat(s), as applicable, there have been no incidences of lack of hot water at the Customer Premises other than those that have been promptly remedied, and there have been no incidents of scalding hot water at the Customer Premises.
11. Ownership of Runwise System, Runwise Monitoring Website, Intellectual Property.
    1. Runwise and/or, if applicable, Runwise’s lessors, licensors, and/or third party grantors of rights to Runwise own all right, title and interest in and to the Runwise System and the Runwise Monitoring Website, including, without limitation, any hardware, firmware, software, ideas, concepts, know-how, processes, techniques and methodologies constituting any part thereof or developed therefrom and all copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights associated therewith (collectively, the “Runwise Property”). Other than Customer’s limited contractual right under this Agreement to receive the Services provided by Runwise that may utilize, in whole or in part, the Runwise Property (“Customer’s Limited Use Right”), Customer has no right, title, and interest in and to the Runwise Property.
    2. Customer shall not (i) remove, alter, or obscure any copyright, patent, trademark, or other intellectual property or proprietary rights notices appearing in, on, or associated with, any Runwise Property, (ii) make any Runwise Property or any Services available to, or use any Runwise Property or any Services for the benefit of, any person or entity other than Customer, unless expressly stated otherwise in an Order Form, (iii) offer, assign, sell, resell, license, sublicense, lease, sublease, distribute, or otherwise transfer any Runwise Property or any Services to any person or entity, (iv) use or access any Runwise Property or use any Services for any Unauthorized Use, (v) cause or permit any unauthorized access to, or interference with, or disruption of the integrity or performance of, any Runwise Property (including any third-party data contained therein) or any Services (including to circumvent any contractual usage limit), or (vi) modify, copy, create derivative works of, disassemble, reverse engineer, or decompile any Runwise Property or any Services.
    3. If Customer provides Runwise with any suggestions, comments, or other feedback regarding any Runwise Property or any Services (collectively, “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 owns or controls to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.
    4. Customer acknowledges that Customer’s rights with regard to the Runwise Property are limited to Customer’s Limited Use Right (as defined in Section 11(a) above), that, through this provision, Runwise has informed Customer that, in the normal course of Runwise’s business, Runwise does not otherwise assign, sell, resell, license, sublicense, lease, sublease, distribute or transfer (collectively, “Transfer”) any Runwise Property to others, including Customer, and that third parties may have rights, title or interests in certain Runwise Property that may preclude any such Transfer.
12. Indemnification and Hold Harmless. To the fullest extent permitted by law, Customer shall defend, indemnify and hold the Runwise Indemnitees harmless from and against any and all any claims, actions, proceedings, liability, damages, settlements, losses, costs, expenses (including, without limitation, attorneys’ fees), violations, and fines for any personal injury, death, property damage or financial loss suffered by any person or entity to the extent arising from (i) the operation, repair, maintenance, control or management of the Customer Equipment, including without limitation, any negligence or willful misconduct of Customer, any owner of the Customer Premises, or any of their respective directors, officers, employees, agents, contractors, subcontractors, or other representatives in connection therewith, or (ii) the temperature of the Customer Premises or any floor or unit therein.
13. Disclaimer of Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF RUNWISE THAT ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT, RUNWISE DOES NOT MAKE, AND RUNWISE EXPRESSLY DISCLAIMS AND EXCLUDES, ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMIATION, THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER AND EXCLUSION, RUNWISE SPECIFICALLY AND EXPRESSLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
14. Limitation of Liability.
    1. RUNWISE SHALL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR RUNWISE’S PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT.
    2. IN ADDITION TO ANY OTHER LIMITATIONS SET FORTH IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF RUNWISE TO CUSTOMER FOR ALL CLAIMS, ACTIONS, PROCEEDINGS, LIABILITY, damages, settlements, losses, costs, expenses, violations and fines ARISING FROM THIS AGREEMENT OR RUNWISE’S PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT SHALL BE FURTHER LIMITED TO THE HIGHEST TOTAL AMOUNT OF FEES PAID BY CUSTOMER FOR SERVICES PURSUANT TO THIS AGREEMENT DURING ANY CONSECUJTIVE TWELVE MONTH PERIOD UNDER THIS AGREEMENT, PROVIDED THAT IN NO EVENT SHALL RUNWISE BE RESPONSIBLE FOR ANY claims, actions, proceedings, liability, damages, settlements, losses, costs, expenses, violations and fines arising FROM THE OPERATION, CONTROL OR MAINTENANCE OF THE CUSTOMER EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY boiler or heating and/or hot water system THAT IS PART OF THE CUSTOMER EQUIPMENT.
15. Confidentiality. During the performance of this Agreement, a Party (the “Disclosing Party”) may disclose 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 information, 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, physical, or electronic form (collectively “Confidential Information”). The Receiving Party shall cause the Disclosing Party’s Confidential Information that is disclosed to it to be kept in a confidential manner (utilizing the same degree of care that the Receiving Party utilizes for its own Confidential Information, but no less than reasonable care) and shall cause the Disclosing Party’s Confidential Information to be used solely to perform the Receiving Party’s obligations under this Agreement, and not for any other purpose. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person or entity other than to the Receiving Party’s directors, officers, employees, agents or representatives who have a specific need to know such Confidential Information to perform their or the Receiving Party’s obligations under this Agreement and, upon any such permitted disclosure to such individuals, shall cause such individuals to comply with this Section 15 as though they were signatories to this Agreement. The Receiving Party and its directors, officers, employees, agents, and representatives 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. For purposes of this Agreement, Confidential Information shall not include information that: (a) was in the public domain as of the execution of this Agreement, (b) following the execution of this Agreement becomes part of the public domain other than as a result of a violation of this Section 15 by the Receiving Party or any of its directors, officers, employees, agents or representatives, (c) was already known to the Receiving Party prior to disclosure by the Disclosing Party, which knowledge is evidenced by written documents, (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 such Confidential Information, or (e) was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party, which independent development is evidenced by written documents. Upon request of the Disclosing Party, the Receiving Party shall return all Confidential Information of the Disclosing Party to the Disclosing Party.
16. Entire Agreement, Third-Party Beneficiaries, Relationship, Survival. This Agreement constitutes the entire agreement of the Parties concerning the subject matter of this Agreement and supersedes any prior or contemporaneous agreements, covenants, representations, warranties, and understandings concerning such subject matter. No other document purporting to be a part of the contractual relationship between Customer and Runwise concerning such subject matter shall be deemed to be binding on Runwise unless and to the extent such other document is executed by an authorized representative of Runwise and no such other document shall modify any provision of this Agreement (including these Runwise Terms and Conditions) unless and to the extent that such other document references the specific provision of this Agreement that is being modified (and, in the case of these Runwise Terms and Conditions, specifies by Section number and title the provision(s) of these Runwise Terms and Conditions being modified). There are no third-party beneficiaries of this Agreement other than the Runwise Indemnitees who are entitled to indemnification, defense or hold harmless protections as provided in these Runwise Terms and Conditions. Runwise is an independent contractor in relation to Customer and nothing in this Agreement or its performance shall be construed to create a relationship of principal and agent, partners, joint venturers, employer and employee, or any fiduciary relationship between Runwise and Customer. The last sentence of Section 3, the second sentence of Section 4(c), Section 4(d), the second, third and fourth sentences of Section 4(f), clause (iv) of Section 5(c), and Sections 6, 8, 11, 12, 14, 15, 16, 17 and 19 of these Runwise Terms and Conditions, together with any other provisions of this Agreement reasonably necessary to facilitate complete performance of this Agreement following the conclusion of the Services provided under this Agreement, will survive the expiration or earlier termination of this Agreement.
17. Governing Law, Jurisdiction, Venue, Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without resort to any conflicts of law or choice of law principles or provisions that would require the application of the laws of a different jurisdiction. Any dispute or controversy arising from this Agreement 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 with respect to any such dispute or controversy. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE OR CONTROVERSY ARISING FROM THIS AGREEMENT.
18. Assignment, Waiver, 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 (which shall not be unreasonably withheld, delayed, or conditioned), provided that either Party, without the other Party’s prior written consent, may assign this Agreement in its entirety to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or a sale of all or substantially all of its assets. The provisions of this Agreement may not be waived or modified, in whole or in part, except by a writing executed by all the Parties hereto which, with respect to modifications, complies with Section 16 of these Runwise Terms and Conditions. The failure of any Party to insist upon strict performance of any provision of this Agreement, or the failure of any Party to exercise any right or remedy under this Agreement, shall not constitute a waiver of that provision or right or remedy on that or any subsequent occasion, unless expressly waived in accordance with this Section 18. Notwithstanding the foregoing, Runwise may revise these Runwise Terms and Conditions from time to time and such revisions shall become effective in accordance with Section 1 of these Runwise Terms and Conditions.
19. Construction, Counterparts, Severability. This Agreement is the result of negotiations between the Parties and has been reviewed by each Party and, if desired, by its attorney(s). This Agreement shall be deemed to be the product of both Parties and no provision or ambiguity in any provision shall be construed against or in favor any Party due to its or the other Party’s involvement (or lack of involvement) in negotiating or drafting this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument. If any provision of this Agreement or the application of any provision to any person or circumstance shall be determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions and applications shall be unaffected by such determination.
20. Notices. Except for operational-related communications and alerts between the Parties (including the automated alerts referenced in Section 3 of these Runwise Terms and Conditions) and except as otherwise specified in this Agreement, notices between the Parties concerning this Agreement shall be in writing and shall be deemed to have been given and received when delivered to the address or email of the intended receiving Party as set forth in the Order Form. Either Party may at any time, by giving at least five (5) days prior written notice to the other Party, designate any other address or email to which such notices shall be given to such designating Party.
21. SMS Terms of Service. Runwise’s SMS Terms of Service (available at runwise.com/sms-terms-of-service or such other location as may be designated on Runwise’s website) describe Runwise’s provision of text messaging to Customer, which may include automated alerts to Customer from the Runwise Monitoring System as described in clause (i) of Section 3 above. By Customer providing its mobile number in connection with this Agreement and/or the Services, Customer opts in to receiving text messaging from Runwise. Runwise’s SMS Terms of Service provide, among other things, that message and data charges from carriers may apply to such communications and how Customer may opt out from (and opt back in to) such communications.