TERMS OF SERVICE

Welcome to Runtime Agency ("Runtime," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website at runtimeagency.com (the "Site") and the services we provide, including web design, web development, brand design, SEO, digital marketing, and lead generation (collectively, "Services"). By accessing the Site or engaging our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Site or Services.

1. Definitions

• "Client" or "you" refers to any individual, business, or entity that engages Runtime Agency for Services or uses the Site.
• "Project" refers to the specific scope of work agreed upon between the Client and Runtime Agency, as outlined in a project proposal, statement of work, or written agreement.
• "Deliverables" refers to all work product, designs, code, copy, assets, and other materials produced by Runtime Agency in connection with a Project.
• "Agreement" refers to these Terms together with any project proposal, statement of work, or other written agreement between the parties.

2. Services

2.1 Scope of Work

The specific Services to be provided will be defined in a project proposal or statement of work agreed upon by both parties prior to commencement. Runtime Agency will use commercially reasonable efforts to complete all Deliverables in a professional and workmanlike manner consistent with industry standards.

2.2 Modifications to Scope

Any changes to the agreed scope of work (including additional features, pages, revisions beyond the agreed number, or new requirements) constitute a "Change Order" and must be agreed upon in writing by both parties. Change Orders may result in additional fees and adjusted timelines.

2.3 Third-Party Services

Our Services may involve the use of third-party platforms, tools, or services (such as hosting providers, analytics platforms, email services, or content management systems). Runtime Agency is not responsible for the performance, availability, or policies of third-party services, and the Client is responsible for maintaining their own accounts and complying with third-party terms.

3. Client Responsibilities

To ensure successful project completion, the Client agrees to:

• Provide accurate and complete information, content, and materials as reasonably requested by Runtime Agency in a timely manner.
• Designate a primary point of contact who has authority to make decisions and provide approvals on behalf of the Client.
• Respond to requests for feedback, approval, or information within a reasonable timeframe (typically 5 business days unless otherwise agreed).
• Ensure that any materials provided to Runtime Agency (logos, images, text, trademarks) do not infringe on any third-party intellectual property rights.
• Maintain backups of their own data and content where applicable.

Delays caused by the Client's failure to provide required materials or feedback may result in extended timelines and, in some cases, additional fees. If a project is delayed for more than 30 days due to Client inaction, Runtime Agency reserves the right to invoice for completed work and pause the project.

4. Payment Terms

4.1 Fees and Invoicing

Fees for Services are specified in the applicable project proposal or statement of work. Unless otherwise agreed, our standard payment structure requires a deposit to begin work, with the remaining balance due upon project completion or according to the milestone schedule defined in the Agreement.

4.2 Payment Methods

We accept payment via bank transfer (ACH), credit card, and other methods specified in the invoice. All fees are quoted and payable in U.S. Dollars (USD) unless otherwise agreed.

4.3 Late Payments

Invoices are due within 15 days of issuance unless otherwise stated. Late payments may incur a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance. Runtime Agency reserves the right to suspend work on any project with an overdue balance until payment is received.

4.4 Taxes

Fees do not include applicable taxes. The Client is responsible for paying any sales tax, use tax, VAT, or similar taxes imposed by applicable law, except taxes based on Runtime Agency's income.

5. Intellectual Property

5.1 Ownership of Deliverables

Upon receipt of full payment for a Project, the Client receives ownership of the final Deliverables as specified in the Agreement, including custom designs, custom code, and content created specifically for the Client. This transfer of ownership does not include Runtime Agency's pre-existing tools, frameworks, libraries, or methodologies.

5.2 Pre-Existing Materials

Runtime Agency retains ownership of all pre-existing intellectual property, including proprietary tools, templates, code libraries, frameworks, and methodologies. Where such materials are incorporated into Deliverables, the Client receives a non-exclusive, perpetual, royalty-free license to use them solely in connection with the Deliverables.

5.3 Portfolio and Case Study Rights

Runtime Agency retains the right to display and reference completed work in our portfolio, case studies, marketing materials, and social media unless the Client provides written notice requesting confidential treatment. The Client grants Runtime Agency a non-exclusive license to use the Client's name, logo, and project screenshots for portfolio and promotional purposes.

5.4 Open-Source and Third-Party Licenses

Deliverables may incorporate open-source software or third-party components subject to their respective licenses. Runtime Agency will inform the Client of any significant open-source dependencies. The Client is responsible for complying with applicable open-source license terms.

6. Revisions and Approvals

6.1 Revision Rounds

Each Project includes the number of revision rounds specified in the Agreement. A "revision round" consists of a consolidated set of feedback submitted at one time. Revisions beyond the agreed number may be accommodated as a Change Order at additional cost.

6.2 Approval Process

The Client will be asked to review and approve Deliverables at defined milestones. Written approval (including email confirmation) constitutes acceptance of the work at that stage. Once a milestone is approved, revisions to that stage may require a Change Order.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the course of the engagement, including business strategies, customer data, technical specifications, pricing, and any information designated as confidential. This obligation survives the termination of the Agreement for a period of two (2) years. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

8. Warranties and Representations

8.1 Runtime Agency Warranties

Runtime Agency represents and warrants that:

• Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
• Deliverables will be original work or properly licensed, and will not knowingly infringe upon the intellectual property rights of any third party.
• We have the right and authority to enter into the Agreement and perform the Services.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RUNTIME AGENCY DOES NOT GUARANTEE SPECIFIC RESULTS, RANKINGS, TRAFFIC, LEADS, OR REVENUE FROM OUR SERVICES, INCLUDING BUT NOT LIMITED TO SEO, MARKETING, AND LEAD GENERATION SERVICES.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Runtime Agency's total aggregate liability arising out of or related to the Agreement shall not exceed the total fees paid by the Client to Runtime Agency for the specific Project giving rise to the claim.
• In no event shall Runtime Agency be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, even if advised of the possibility of such damages.
• Runtime Agency shall not be liable for any damages resulting from the Client's misuse of Deliverables, unauthorized modifications, or failure to maintain hosting, security, or backups.

10. Indemnification

10.1 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless Runtime Agency, its owners, employees, and contractors from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) the Client's breach of these Terms; (b) the Client's use of the Deliverables; (c) any content or materials provided by the Client that infringe upon third-party rights; or (d) the Client's violation of applicable law.

10.2 Runtime Agency Indemnification

Runtime Agency agrees to indemnify and hold harmless the Client from claims arising from Runtime Agency's knowing infringement of third-party intellectual property rights in the Deliverables, provided that the Client promptly notifies Runtime Agency of any such claim and allows Runtime Agency to control the defense.

11. Termination

11.1 Termination by Either Party

Either party may terminate the Agreement with 15 days' written notice. Upon termination, the Client shall pay for all Services performed and expenses incurred through the effective date of termination.

11.2 Termination for Cause

Either party may terminate the Agreement immediately upon written notice if the other party materially breaches the Agreement and fails to cure such breach within 10 days of receiving written notice of the breach.

11.3 Effect of Termination

Upon termination:

• The Client shall pay all outstanding invoices and fees for work completed.
• Runtime Agency will deliver all completed and in-progress Deliverables for which payment has been received.
• Ownership of unpaid Deliverables remains with Runtime Agency until payment is received.
• Sections regarding Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law survive termination.

12. Use of the Site

12.1 Permitted Use

You may access and use the Site for lawful purposes, including learning about our Services, viewing our portfolio, and submitting inquiries through our contact forms.

12.2 Prohibited Conduct

You agree not to:

• Use the Site in any manner that could damage, disable, or impair the Site or interfere with other users' access.
• Attempt to gain unauthorized access to any portion of the Site or its related systems.
• Use automated tools (bots, scrapers, crawlers) to access or collect content from the Site without prior written permission.
• Submit false, misleading, or spam content through our forms or communication channels.
• Reproduce, duplicate, copy, sell, or exploit any portion of the Site without our express written permission.

13. Hosting and Maintenance

Unless a separate hosting or maintenance agreement is in place, Runtime Agency is not responsible for ongoing hosting, security updates, backups, or maintenance of the Client's website after project delivery. If the Client requires ongoing support, a separate maintenance agreement can be arranged.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, power outages, internet service disruptions, cyberattacks, or other unforeseeable events. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, both parties agree to attempt to resolve disputes informally by contacting the other party and negotiating in good faith for at least 30 days.

15.2 Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms shall be resolved by binding arbitration in Clark County, Nevada, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

15.3 Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information without first engaging in arbitration.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, United States, without regard to its conflict of laws principles. To the extent that any dispute is not subject to arbitration, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any project proposal, statement of work, or other written agreement between the parties, constitute the entire agreement and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

17.2 Severability

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

17.3 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.

17.4 Assignment

The Client may not assign or transfer the Agreement without Runtime Agency's prior written consent. Runtime Agency may assign the Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

17.5 Independent Contractors

The relationship between Runtime Agency and the Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

17.6 Notices

All notices under these Terms shall be in writing and sent to the email address or mailing address provided by the respective party. Notices sent by email are deemed received on the business day following transmission.

18. Changes to These Terms

Runtime Agency reserves the right to modify these Terms at any time. Changes will be posted on this page with an updated "Effective Date." Your continued use of the Site or Services after any changes constitutes your acceptance of the revised Terms. For active Projects, the Terms in effect at the time the Agreement was executed will govern that Project unless both parties agree otherwise in writing.

19. Contact Us

If you have questions or concerns about these Terms of Service, please contact us: