In relation to the provision of the service, RunSensible will grant you access to and usage of the service, which encompasses a browser interface as well as data transmission, access, and storage capabilities. By completing the registration form or utilizing the service, you are acknowledging and agreeing to comply with this Agreement. This Agreement encompasses all materials available on the RunSensible website that are referred to herein, including, but not limited to, the Privacy and Security Statements.
By accepting this Agreement, either by clicking a designated box to indicate your acceptance, executing an Order Form that references this Agreement, or using the free services provided, you affirm your agreement to abide by the terms stated herein. If you are entering into this Agreement on behalf of a company or another legal entity, you represent that you possess the necessary authority to legally bind that entity and its affiliated parties to these terms and conditions. In such cases, the term “Primary Subscriber” will refer to said entity and its affiliates. If you lack the authority mentioned above or if you do not agree to the Terms of Service outlined in this Agreement, please decline acceptance and refrain from using the website or the service.
You are ineligible to enter into this agreement if you are currently employed by or affiliated with any other customer relationship management (“CRM”) software provider or engaged in client matter management for lawyers/attorneys/paralegals. RunSensible retains the right to suspend or revoke your usage license if you are attempting to utilize this service on behalf of any entity that may be deemed a competitor of RunSensible.
“Administrator” refers to a subscriber who has the power to appoint more authorized users and/or administrators and make commitments to additional services from RunSensible.
“Primary Subscriber” refers to the individual who first requested the Services provided by RunSensible and is believed to have complete control over the subscription management.
“Client” refers to the party that signs up by You on the RunSensible Portal website. By signing up, the Client agrees to be subject to the applicable terms and conditions outlined in this agreement.
“Disclosing Party” refers to the party that shares confidential information with the other party, including any affiliates of that party.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, 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.
“Content” means any content featured or displayed throughout the RunSensible Website, including but not limited to text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, comments or ratings and other materials that are available on the Website and Software.
“You” or “Your” refer to the company or other legal entity for which you are accepting this Agreement and the Affiliates of that company or entity. It is imperative that this legal entity is properly identified in the appropriate account record, billing statement, online subscription process, or Order Form.
“Receiving Party” refers to the party or any of its affiliates who receives Confidential Information from the other party.
“Service (s)” To make these Terms easier to read, we collectively refer to the Website, the software as a service solution developed and maintained by RunSensible, the App, and our consultant services as “Services.” The definition of “Service” excludes any Third-party Services purchased from RunSensible.
“Software” shall means the software as a service (SaaS) solutions that it develops, operates, and maintains by RunSensible.
“Subscription” means a non-exclusive, limited and revocable right to use RunSensible Services that you have subscribed to or that we otherwise make available to You.
“Authorized User” refers to an individual who has been added to the account as a subscriber, partner, member, employee, temporary employee, or independent contractor of an organization with a subscription to the Service.
“Registered Client” is someone who has been invited to use the client-facing features of the Service to a limited extent as a client of an Authorized User.
“Website” shall mean the website runsensible.com includes sub-domains and software.
“We,” “Us” or “Our” means RunSensible Inc.,
You may use the Services only if you are 18 years or older and are not barred from using the Services under applicable law.
2- Registration and Your Information
If you want to use certain features of the Services, you’ll have to create an Account. You can do this via RunSensible Website, or we may provide access through your account with third-party websites such as Google, Apple, or Microsoft (Single Sign-On- SSO). If you choose the SSO Account option, we’ll create your Account by extracting from your SSO Account certain personal information such as your name and email address and other personal information that your privacy settings on the SSO Account permit us to access.
3- Accuracy of Account Information
It is important that you provide us with accurate, complete and up-to-date information for your Account, and you agree to update such information to keep it accurate, complete, and up to date. If you don’t, RunSensible might have to suspend or terminate your Account. You agree that you will not disclose your Account password to anyone, and you will notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them. RunSensible has the right to rely on the account information you provide to us to determine account ownership, also RunSensible may rely on public records (to the extent available) concerning the appropriate authorized executives or managers of Your entity, or RunSensible may assume that the person or entity that has been making payments on Your account has the authority to manage the account.
Your login may only be used by one (1) person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as are permitted under the applicable Subscription (as defined below) allows. If you grant permission, the RunSensible support team can access any or all of your accounts to provide technical assistance in response to your requests.
5- Access to the Service
To use the Service, subscribers must be either an Authorized User or a Registered Client. Authorized Users must provide their full legal name, a valid email address, and any other information that the Service reasonably requests.
Every user that is authorized to use the Service will be given a unique identifier, also known as a “Username”. It is important that this Username is only used by the authorized individual it was assigned to and not shared with any other person, including other Authorized Users.
The Primary Subscriber is the first Administrator who has the power to manage the subscription and add other Authorized Users and Administrators. It is possible to have multiple Administrators for each subscription. Any Administrator has the authority to manage the subscription and all Authorized Users. If an Administrator decides to terminate access to the Service for any Authorized User, they can deactivate or remove their Username.
The administrators hold the responsibility for any usage of the Service by the active Authorized Users listed in their subscription to the Service.
During the Subscription Term, we will provide you access to use the Service as described in this Agreement and the applicable Order. We may also provide you access to use our Free Services at any time by activating them in your RunSensible account. We might provide some or all elements of the Subscription Service through third-party service providers. By integrating any third-party software or application, you agree to their terms and conditions.
6- Additional Features
You may subscribe to additional features of the Service by placing an additional Order or activating the additional features from within your RunSensible account (if this option is made available by us.) This Agreement will apply to all additional Order(s) and all additional features that you activate from within your RunSensible account.
Our aim is to provide uninterrupted access to the Subscription Service, 24/7, except during scheduled maintenance downtime. Regrettably, we cannot guarantee round-the-clock access to RunSensible services, despite our efforts.
8- Excess Data Storage Fees
The maximum disk storage space provided to the Customer at no additional charge is at (https://www.runsensible.com/pricing/). If the amount of disk storage required exceeds this limit, the Customer will be charged according to the RunSensible Price list. RunSensible will use reasonable efforts to notify the Customer when the average storage used per license reaches approximately 90% of the maximum; however, any failure by RunSensible to (so) notify the Customer shall not affect the Customer’s responsibility for such additional storage charges. RunSensible reserves the right to establish or modify its general practices and limits concerning the storage of Your Content.
9- Backup and Archiving
At RunSensible, we ensure that your data is backed up on a daily basis. In case any of your content gets lost or corrupted, we will recover it without any additional charges. Should you decide to cancel our services or if they are terminated, you will have a period of 90 days to retrieve all of your content.
10- Legal Compliance
At RunSensible, we value and uphold client-lawyer confidentiality as our top priority. We are committed to protecting the content to the fullest extent permitted by law. However, we reserve the right to disclose confidential information to third parties as required by law, such as in response to a subpoena or court order.
If RunSensible is obligated by law to disclose any Confidential Information that is prohibited or limited by this Agreement, it will inform the Subscriber in writing before doing so (as permitted by law). This will give the Subscriber the opportunity to seek a protective order or other necessary legal action. However, if legally required to do so, RunSensible may disclose only the specific portion of the Confidential Information that is legally compelled or otherwise necessary to disclose.
RunSensible only accepts lawful requests that are submitted through the company address, which can be found at:
11- SPAMMING AND ILLEGAL ACTIVITIES
You agree You are solely responsible for the contents of the transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, harassing, libellous, invasive of another person’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or otherwise objectionable, contains viruses, or infringes or may infringe the intellectual property or other proprietary rights of another person. You agree not to use the Services for the transmission of “junk mail,” “spam,” “chain letters,” or other unsolicited mass distribution of email or other unauthorized or unsolicited activity. RunSensible reserves the right to terminate Your access to the Services if RunSensible believes that You have used the Services for any illegal or unauthorized activity.
12- Marketing Material
By creating a RunSensible account, You consent to receive electronic communications from RunSensible, via email, telephone or text, marketing messages, newsletters, and other information regarding our Services and products. Further, You consent to receive such phone calls at the telephone number You entered on our Website. If You would like us not to contact You by telephone, please contact the RunSensible support team. You may always opt out of receiving future commercial emails from RunSensible by clicking on the “unsubscribe” link within any emails received.
13- No Legal or Financial Advice
You acknowledge that RunSensible may provide You with marketing information and other coaching, templates, precedents, sample contracts, court forms, frequently asked questions and tips on best practices and financial and legal topics. All Content on the RunSensible website and Services is Information of a general nature and does not address the circumstances of any particular individual or entity. Nothing in the Site and Services constitutes legal and/or financial advice, nor does any information constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. Although we have no obligation to monitor the content provided by You, however, we may do so and may block any messages or campaigns, remove any content, including surveys, campaigns, promotions, or business content, or otherwise prohibit any use of the Services that we believe may be in violation of this Agreement, applicable law.
14- Fees and Payments
RunSensible may make Free Services available to You. Use of Free Services is subject to the terms and conditions of this Agreement. Please note that Free Services are provided to you without charge up to certain limits as described in the Documentation and the Website. Usage over these limits requires your purchase of additional resources or Services.
You will pay RunSensible the fees corresponding to the subscription plan available on our Website. All fees are exclusive of applicable federal, provincial, local, or other taxes. When you renew your subscription on the RunSensible Website, the pricing on the date of renewal will be applied. Please note that you are responsible for paying all Fees associated with your Subscription to the RunSensible.
15- Free Trial
RunSensible may also provide portions of the additional Services that are made available to those who purchase Subscriptions without payment for a trial period, but your ability to access those Services will be terminated at the end of such trial period. At any time during the trial and thereafter, you may purchase a Subscription. If You do not purchase Subscription Services or cancel the RunSensible Account by the end of the trial period, the Your RunSensible Account will be suspended and will be marked for deletion from RunSensible servers. You may restore a suspended RunSensible Account within Ninety (90) calendar days of suspension by purchasing Services.
When you purchase a Subscription, you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask You to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and Your email and postal addresses for billing and notification. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, You authorize us to provide your Payment Information to third parties, so we can complete your Transaction and charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). We reserve the right to verify credit/debit card payments prior to acceptance of Your Order.
You authorize RunSensible (or our third-party payment processor) to retain Your payment information and to use the stored payment method and information to charge such credit card (a) at the time that You order the RunSensible Service or other Professional Services set forth in the Subscription, (b) for any billing frequency otherwise established in the Subscription, and (c) at the time of any renewal, for the amount of fees owing plus any applicable sales taxes for any renewed Subscription Term.
If RunSensible permits You to make payment using a method other than a credit/debit card, we will invoice You at the time of the initial Subscription and thereafter on a monthly basis in advance of the relevant billing period, and all such amounts invoiced will be due within ten (10) days of Your receipt of the invoice.
If you purchase a Subscription, you will be charged the applicable Subscription fee (which may be on a monthly or annual basis, depending on the Subscription), plus any applicable taxes and other charges, at the beginning of your Subscription and each period thereafter (such period will depend on the Subscription), at the then-current Subscription Fee. If You purchase a Subscription, we (or our third-party payment processor) will automatically charge you each applicable period at the beginning of the next applicable period of your Subscription during the term, using the Payment Information you have provided until you cancel your Subscription. By agreeing to this Agreement and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features, and you accept responsibility for all recurring payment obligations prior to the cancellation of your Subscription by you or RunSensible. Your Subscription continues until cancelled by you, or we terminate your access to or use of the Services or Subscription in accordance with this Agreement. Prices for the Services, including but not limited to monthly Subscription fees to the Service, are subject to change. If we revise our fees, we will notify you by posting the revisions on the Website or sending you an email. Such notice may be provided at any time.
18- Modifying Subscriptions
Upon upgrading or downgrading in plan level, You will be credited pro-rata for the time remaining in the current billing cycle. However, You will not be refunded for any Services already rendered during the then-current subscription period. Downgrading Your Subscription plan may cause the loss of features or capacity of your Account. RunSensible does not accept any liability for such loss.
19- Refund or Payment Upon Termination
RunSensible employs a NO REFUNDS policy, regardless of the use of the Services. ALL SALES ARE FINAL. Please note that You are responsible for paying all fees until the end of the billing period, whether monthly or annually, in which you cancel Your Premium Services.
If we terminate our agreement with you for a valid reason, you will need to pay any outstanding fees for the remaining term after the termination date. Please note that even if the agreement ends, You are still responsible for paying any fees owed to us prior to the termination date.
20- Past Due Payments
RunSensible may terminate the Service if the billing or contact information provided by You is false or fraudulent. If Your RunSensible payments are in arrears, You will be notified in writing of amounts past due. If payment is not received by us within ten (10) calendar days, Your access to their account will be restricted. If Your account remains in arrears for a period of thirty (30) calendar days, the Customer’s account will be suspended and will be marked for deletion/removal from our servers. You may restore a suspended account within Ninety (90) calendar days of suspension by paying for the past-due balance on the account. If Your account remains in suspended status for ninety (90) calendar days, all of Your account content and data, including but not limited to contact information, will be deleted from our servers. This information cannot be recovered once deleted.
21- Cancellation and Termination
Cancellation of subscriptions is the sole responsibility of the administrator. They can cancel their subscription anytime by visiting their Profile Page in Settings. For cancellation completion, the administrator may be directed to call support within the Service. No other means of cancellation shall be accepted.
RunSensible may suspend the Services immediately upon notice if You violate this Agreement. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that RunSensible will not be liable to you or any third party for such termination. You are solely responsible for exporting Your Data from the Free Services prior to termination of Your access to the Free Services for any reason, provided that if We terminate your account, except as required by law, we will provide you with a reasonable opportunity to retrieve Your Data.
If your Account is terminated, all the rights, licenses, consents, and authorizations provided in the Terms will come to an immediate end. Additionally, any Content given by a client under the Terms will become inaccessible.
In the event that RunSensible needs to take action to prevent you from accessing services on the Website, we may disable your access entirely. Additionally, we may erase all of your personal data permanently, except for any aggregate data. If your account is terminated, we may still retain your user data in our backups, archives, and disaster recovery systems until it is deleted as part of our normal procedures.
22- You and the User’s Responsibilities
In addition to all other terms and conditions of the Terms, You and User shall not:
- License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way.
- Copy, distribute, or disclose any part of the Services in any medium.
- Alter or modify the Services in any way without the prior written consent of RunSensible.
- Reverse engineer, reverse assemble, reverse compile or otherwise attempt to create the source code from the Services, or interfere with, or compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services.
- Take any action that imposes or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure.
- Upload invalid data, viruses, worms, Trojan horses, or other harmful or disruptive codes, components, devices, or software agents through the Services.
- Impersonate another person or otherwise misrepresent Your affiliation with a person or entity, conducts fraud, hide or attempt to hide Your identity, or misrepresent the source or content of information transmitted through the Services.
- Use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the RunSensible website or all or any portion of the Services.
- Bypass the measures RunSensible may use to prevent or restrict access to the Services.
- Use any robot, spider, scraper, script, or other comparable automated technology to access the Services for any purpose without RunSensible’s express written permission.
- Gain unauthorized access to the Services, its user accounts, computer systems or networks through unauthorized means such as hacking or password mining.
- Collect or harvest any personally identifiable information, including account names, from the Services without first obtaining the express prior written permission of such party to use any such personally identifiable information.
- Use third-party links to sites without agreeing to their website terms & conditions.
- Post links to third-party sites or use their logo, etc., in connection with the Services without first obtaining their express prior written permission. You shall: (i) notify RunSensible immediately of any unauthorized use of any password, Your Account or any other known or suspected breach of security; (ii) report to RunSensible immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or other Subscribers to violate these Terms or the intellectual property rights of third parties, and (iii) not impersonate other Users or provide false identity information to gain access to or use the Services.
23- Your Products and Services
RunSensible is solely responsible for providing the Services. It’s important to mention that RunSensible offers services in our personal or corporate capacities and not as employees, agents, or representatives of a User. As the service provider, it is your responsibility to ensure the safety and legality of Your offerings. This includes any injuries, illnesses, damages, claims, liabilities and costs that may arise. RunSensible does not have any involvement or liability in regards to user actions or issues that may arise between you and your clients. It is your responsibility to obtain all necessary licenses, approvals, authorizations and registrations required to offer your products and services, promotions, and campaigns.
24- Data Ownership and Data Protection
RunSensible respect Your right to exclusive ownership of all content published and stored on RunSensible Software, including but not limited to contact names, leads, opportunities, phone calls, projects, tasks, events, and messages.
RunSensible has the ability to track your use of the Service. By using the Service, you give us permission to use and share this information as long as it does not reveal Your identity or the identities of Your clients. Your information may be subject to third party data processing management and privacy policies in the event such third parties are utilized by RunSensible or by You.
At RunSensible, we take the protection of Client Data seriously and implement administrative, physical, and technical safeguards to maintain its security, confidentiality, and integrity. These measures are outlined in detail at https://www.runsensible.com/legal/security/ and are designed to prevent any unauthorized access or disclosure of Your and Your Client Data.
25- Services and Pre-release Service
The Service is “As-Is,” and also, RunSensible shall have no indemnification obligation with respect to the Services. RunSensible may also provide You with access to features or services that are identified as pre-release. Such services are still in development and may have bugs or errors. Despite any other provision of this Agreement, any use of or reliance on services is done at Your own risk and is provided “As Is” and without warranty of any kind.
27- Intellectual Property Rights
We retain ownership of all intellectual property rights of any kind related to the Website (including RunSensible user interface display and usability platform comprised in part of the layout, color scheme, HTML pages and source code, etc.) including applicable copyrights, patents, trademarks and other proprietary rights. The Terms do not transfer any intellectual property between parties. We reserve all rights that are not expressly granted under the Terms. You receive only a limited right to use the RunSensible Services, and NO OWNERSHIP RIGHTS are transferred to You under this Agreement.
All content and information on the Website are protected by copyright as a collective work and/or compilation under applicable Laws. These marks may not be copied, downloaded, reproduced, used, modified or distributed in any way without our prior written permission by the applicable party.
Unless agreed upon with a client, You will maintain ownership of the intellectual property rights, title, and interest, including copyright, in and to Your content and files.
You agree that RunSensible can use and implement any suggestions, enhancement requests, feedback, recommendations or other information provided by You (Your consultant, Your Users) for any purpose without restriction, obligation or compensation to You. Such information is non-confidential and will not be considered Your Confidential Information.
28- Changes to Terms of Services
We reserve the right to update the Terms at any time, at our discretion. If we make any changes, we will inform you through the Site or other means. It is essential that you review the Terms whenever we update them or You use the Services. By continuing to use the Services after we have posted updated Terms, you accept and agree to the changes made.
29-Protection of Confidential Information
Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Website Content, RunSensible Materials; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. RunSensible will restrict its employees’ access to Your Confidential Information to only those employees necessary as determined in our sole discretion to provide the RunSensible Service successfully.
Confidential information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. By agreeing to the terms, you give RunSensible permission to use your name, mark, and logo on their website(s) and in their marketing materials. They may also publicly identify you as their customer. If you prefer not to have your name used in their marketing materials, please send a request to RunSensible.
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.
If the Receiving Party is legally compelled to disclose the Disclosing Party’s Confidential Information, then they must provide the Disclosing Party with prior notice (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost, if they wish to contest the disclosure. In the event that the Receiving Party is required by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding in which the Disclosing Party is involved and is not contesting the disclosure, then the Disclosing Party will reimburse the Receiving Party for the reasonable cost of compiling and providing secure access to that Confidential Information.
Please note that RunSensible utilizes third-party software and services for text messages, phone calls, and emails. Therefore, we cannot guarantee that any communication made through our services will remain confidential.
31- Third-Party Interactions
During the use of the Services, You may enter into correspondence with, purchase services from, or participate in promotions of third parties displaying their services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between You and the applicable third party and is governed by any terms, rules, regulations and policies of such third party. RunSensible and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third party. RunSensible and its licensors shall not be responsible for interruptions in Service or performance from third parties or any interruptions in the Services caused by such third-party services. RunSensible expressly does not endorse any sites on the Internet that are linked through the Services, and in no event shall RunSensible or its licensors be responsible for any content, products, or other materials on or available from such third-party sites. RunSensible provides the Services to You pursuant to the terms and conditions of the Terms. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require Your Agreement to additional or different licenses or other terms prior to your use of or access to such software, hardware or services.
In addition to any other disclaimer set out in the terms, the Services provided by RunSensible, including all content on, function of, notifications, reminders and tractions conducted over the software, are “AS IS” and “As Available” without any representations or warranties of any kind made by us and RunSensible specially disclaims all implied warranties including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights to the fullest extent of the law. RunSensible Software is provided “AS IS” with no warranties whatsoever, and RunSensible shall have no liability whatsoever for any harm or damage arising out of or in connection with such offerings. RunSensible will not transmit Malicious Code to You. RunSensible does not warrant that the Website or the functions therein will be interrupted or error-free or that the Website or any item connected with the server is free of any harmful components. Any transmission to and from the Service and RunSensible website and communication between the devices is not confidential.
In no event shall RunSensible be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantages, harm to reputation, misuse of data, or for any incidental, direct, indirect, special, consequential or exemplary damages) arising out of, or in any way connected with this Service, including but not limited to the use or inability to use the Service, or for any content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
We will also have no liability for any failure or delay, including the failure of any integrated or ancillary third-party service used in conjunction with the Website or for any failure of a third party to keep safe any transactional information or other personal information of a User.
RunSensible will defend, indemnify and hold You, and its officers, directors, employees and agents harmless from any claim made against You by a third party alleging that the Services provided under this Agreement infringe such third-party’s intellectual property rights. Notwithstanding the foregoing, RunSensible has no obligation to indemnify You for claims for infringement arising from:
(i) use of the Services by You in a manner other than as contemplated or prescribed by this Agreement;
(ii) RunSensible’s compliance with Your-specific (i.e., not generally used or applied by other third-party) designs where such claims would not have arisen but for such compliance; or
(iii) infringement arising from a combination with, addition to, or modification of the Services by or for You. If any Service becomes, or is likely to become, the subject of a claim, RunSensible may at its option and expense: (a) secure the right to continue using the Service; or (b) terminate or modify the Service to make it non-infringing. If RunSensible cannot reasonably accomplish either foregoing action, either RunSensible or You may terminate this Agreement without liability upon written notice to the other.
As a condition of the foregoing indemnification obligation, You will promptly notify RunSensible in writing of any such action, claim, or proceeding (“Claim”). RunSensible will have sole and exclusive control of the defence and settlement of the Claim and any subsequent appeal, provided, however, that the settlement requires either: (a) the payment of money from You; or (b) an admission of fault or liability of You, the settlement will require Your prior written consent, which will not be unreasonably withheld. You will reasonably cooperate with RunSensible in connection with the indemnification activities hereunder.
34- Governing Law and Jurisdiction
These Terms of Service are governed and interpreted pursuant to the laws of the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to these terms of Service.