Terms of Service

2.1 Provision of Services

Subject to these Terms and payment of applicable fees, Linkrunner grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes in accordance with the Documentation.

2.2 Service Availability

Linkrunner will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for scheduled maintenance and circumstances beyond our reasonable control.

2.3 Modifications to Services

Linkrunner may update, modify, or enhance the Services from time to time. We will provide reasonable notice of any material changes that adversely affect Customer's use of the Services.

2.4 Support

Linkrunner provides support in accordance with the support plan included in Customer's subscription. Support details are available in the Documentation.

3.1 Account Registration

To use the Services, you must create an account by providing accurate, complete, and current information. You agree to update your account information promptly to keep it accurate.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify Linkrunner of any unauthorized use of your account or any other breach of security.

3.3 Authorized Users

Customer may permit Authorized Users to access the Services subject to these Terms. Customer is responsible for ensuring that Authorized Users comply with these Terms and for any acts or omissions of Authorized Users.

4.1 Acceptable Use

Customer agrees to use the Services only for lawful purposes and in accordance with these Terms. Customer shall not:

• Use the Services in violation of any applicable law, regulation, or third-party rights
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services to transmit malicious code, viruses, or harmful content
• Resell, sublicense, or provide the Services to third parties without authorization
• Use the Services to engage in fraudulent activity or ad fraud
• Circumvent any security features or access controls of the Services

4.2 Compliance with Laws

Customer is responsible for ensuring that its use of the Services complies with all applicable laws, including data protection and privacy laws. Customer shall obtain all necessary consents from end users for the collection and processing of their data through the Services.

4.3 SDK Implementation

When implementing Linkrunner's SDK, Customer agrees to follow the integration guidelines in the Documentation and to keep the SDK updated to the latest stable version.

5.1 Data Processing Agreement

To the extent that Linkrunner processes Personal Data on behalf of Customer, the Data Processing Agreement available at linkrunner.io/legal/dpa ("DPA") applies and is incorporated into these Terms by reference. By using the Services, you agree to the DPA on behalf of yourself and your organization.

5.2 Privacy Policy

Linkrunner's collection and use of information from visitors to our website and users of our Services is described in our Privacy Policy.

5.3 Customer Responsibilities

Customer acknowledges that it acts as the data controller with respect to Personal Data of its end users. Customer is responsible for:

• Providing appropriate privacy notices to end users
• Obtaining necessary consents for data collection and processing
• Responding to data subject requests in accordance with applicable law
• Ensuring a lawful basis for processing Personal Data through the Services

5.4 Data Security

Linkrunner maintains appropriate technical and organizational security measures to protect Customer Data, as described in the DPA. Our security practices are aligned with ISO 27001 and SOC 2 Type II standards.

5.5 Data Location

Customer Data is processed and stored in data centers located in India (primary), the United States, and the European Union. Specific data residency options may be available depending on your subscription plan.

5.6 Data Retention

Linkrunner retains Customer Data for the duration of the Subscription Term and for one (1) year following termination, unless Customer requests earlier deletion or applicable law requires longer retention.

6.1 Linkrunner IP

Linkrunner and its licensors retain all right, title, and interest in and to the Services, Documentation, and all related intellectual property rights. These Terms do not grant Customer any rights to Linkrunner's trademarks, logos, or brand features.

6.2 Customer Data

Customer retains all right, title, and interest in and to Customer Data. Customer grants Linkrunner a limited, non-exclusive license to use Customer Data solely as necessary to provide the Services and as otherwise permitted by these Terms.

6.3 Aggregated Data

Linkrunner may collect and use aggregated, anonymized data derived from Customer's use of the Services for purposes of improving the Services, generating industry benchmarks, and other lawful business purposes, provided that such data does not identify Customer or any individual.

6.4 Feedback

If Customer provides suggestions, ideas, or feedback about the Services ("Feedback"), Linkrunner may use such Feedback without restriction or obligation to Customer.

7.1 Fees

Customer agrees to pay all fees specified in the applicable Order Form or subscription plan. All fees are quoted in the currency specified and are exclusive of applicable taxes unless otherwise stated.

7.2 Payment Terms

Unless otherwise specified, fees are due within thirty (30) days of the invoice date. Linkrunner may charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

7.3 Taxes

Customer is responsible for all taxes, levies, or duties imposed by taxing authorities in connection with the Services, excluding taxes based on Linkrunner's net income.

7.4 Subscription Renewals

Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term, subscriptions will automatically renew for successive periods equal to the initial Subscription Term at Linkrunner's then-current rates.

7.5 No Refunds

Except as expressly set forth in these Terms, all fees are non-refundable.

8.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data is considered Customer's Confidential Information.

8.2 Protection of Confidential Information

Each party agrees to: (a) use the other party's Confidential Information only for purposes of performing its obligations under these Terms; (b) protect the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose the other party's Confidential Information to third parties except as permitted under these Terms.

8.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the disclosing party's Confidential Information.

8.4 Required Disclosures

A party may disclose Confidential Information if required by law, regulation, or court order, provided that the party gives reasonable prior notice to the other party (where permitted) to allow the other party to seek protective measures.

9.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; and (b) it will comply with all applicable laws in its performance under these Terms.

9.2 Linkrunner Warranties

Linkrunner warrants that during the Subscription Term: (a) the Services will perform materially in accordance with the Documentation; and (b) Linkrunner will not materially decrease the overall functionality of the Services.

9.3 Disclaimer

Except as expressly provided in these Terms, the Services are provided "as is" and "as available." Linkrunner disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Linkrunner does not warrant that the Services will be uninterrupted, error-free, or completely secure.

9.4 Beta Services

Any beta, pilot, or preview features are provided "as is" without warranty of any kind. Linkrunner may discontinue beta features at any time without notice.

10.1 Exclusion of Damages

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, arising out of or related to these Terms, regardless of whether such damages were foreseeable or whether a party was advised of the possibility of such damages.

10.2 Liability Cap

Except for a party's indemnification obligations, gross negligence, or willful misconduct, each party's total cumulative liability arising out of or related to these Terms shall not exceed the total fees paid or payable by Customer to Linkrunner during the twelve (12) months preceding the claim.

10.3 Essential Purpose

The limitations in this Section 10 shall apply even if any limited remedy fails of its essential purpose.

11.1 Indemnification by Linkrunner

Linkrunner will defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that Customer's use of the Services in accordance with these Terms infringes such third party's intellectual property rights, and will pay any damages finally awarded or settlement amounts approved by Linkrunner.

11.2 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Linkrunner from and against any third-party claims arising from: (a) Customer's use of the Services in violation of these Terms; (b) Customer Data or Customer's end users' data; or (c) Customer's violation of applicable law.

11.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable assistance at the indemnifying party's expense.

12.1 Term

These Terms commence on the date Customer first accepts them and continue until all subscriptions have expired or been terminated.

12.2 Termination for Convenience

Either party may terminate a subscription by providing written notice at least thirty (30) days before the end of the then-current Subscription Term.

12.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving notice; or (b) becomes subject to bankruptcy, insolvency, or similar proceedings.

12.4 Effects of Termination

Upon termination: (a) Customer's right to access the Services will immediately cease; (b) Customer must pay any outstanding fees; (c) each party must return or destroy the other party's Confidential Information upon request; and (d) Linkrunner will retain Customer Data for one (1) year following termination, after which it will be deleted unless Customer requests earlier deletion or applicable law requires longer retention.

12.5 Survival

Sections 6, 7, 8, 9.3, 10, 11, 12.4, 12.5, and 13 shall survive termination or expiration of these Terms.

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. The courts of Bangalore, Karnataka shall have exclusive jurisdiction over any disputes arising from these Terms.

13.2 Dispute Resolution

Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good faith negotiation for a period of thirty (30) days.

13.3 Entire Agreement

These Terms, together with the DPA, Privacy Policy, and any Order Forms, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, proposals, or representations.

13.4 Amendments

Linkrunner may update these Terms from time to time. We will notify Customer of material changes at least thirty (30) days before they become effective. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

13.5 Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.6 Notices

Notices under these Terms must be in writing and sent to the addresses specified in the applicable Order Form or, for Linkrunner, to:

13.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

13.8 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

13.9 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

13.10 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

13.11 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

13.12 Export Compliance

Customer agrees to comply with all applicable export control laws and regulations in its use of the Services.