Terms of Service

Revised: January 5, 2021

Welcome to RunSensible Inc. (“RunSensible”) website located at “www.RunSensible.com (the “Site”). Please read these Terms of Service (the “Terms”) and our Privacy Policy carefully.

As part of the Service, RunSensible will provide the Customer with use of the Service, including a browser interface and data transmission, access, and storage. The Customer’s registration for, or use of, the Service shall be deemed to be the Customer’s Agreement to abide by this Agreement including any materials available on the RunSensible web site incorporated by reference herein, including but not limited to the Privacy and Security Statements.

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR, FOR FREE SERVICES, BY USING SUCH SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT ACCEPT THEM AND DO NOT USE THE WEBSITE OR THE SERVICE.

YOU ARE NOT ELIGIBLE TO ENTER INTO THIS AGREEMENT IF YOU ARE WORKING FOR OR AFFILIATED WITH ANY OTHER CUSTOMER RELATIONSHIP MANAGEMENT (“CRM”) PROVIDER OR DEVELOPER.  RUNSENSIBLE RESERVES THE RIGHT TO SUSPEND OR REVOKE YOUR USE LICENSE IF YOU ARE ATTEMPTING TO UTILIZE THIS SERVICE ON BEHALF OF ANY OTHER ENTITY THAT COULD CONCIEVABLY BE CONSIDERED COMPETITION OF RUNSENSIBLE.

Definitions

“Agreement” means this Agreement, these terms, and any online or written subscription form and any contract for the Service signed by you.

“Client” means the party which signs up on the RunSensible Website by Customer to receive a specific Content and agrees, by such act of signing-up, to be subject to applicable and terms and conditions in this agreement.

“Disclosing Party” means the party disclosing Confidential Information to the other party, including any Affiliate of such other 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.

“Customer”, “You” or “Your” means the person or entity using the RunSensible Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the Customer.

“Customer Data” means all information, data that you submit or collect via the Service and all materials that you provide or post, upload, input or submit relating to your customers, contacts, business, marketing, and finances.

“Receiving Party” means the party receiving Confidential Information from the other party, including any Affiliate of such other party.

“Service (s)”, “Subscription” To make these Terms easier to read, the Website, the software as a service solution developed and maintained by RunSensible, the App and our consultant services are collectively called the “Services.” The definition of “Service” does not include any Third-party Services that may be purchased by You from RunSensible.

“Software”, RunSensible provides You software as a service (SaaS) solution that are developed, operated, and maintained 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.

“User” means Customer, Client and someone who uses and has access to a RunSensible Service.

“Website” is runsensible.com, sub-domains and the software.

General Commercial Terms

1- Eligibility
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 Run Sensible web Site, or we may provide access through your account with third-party websites such as Google, Facebook or Twitter (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’s 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, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone, and you’ll 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 Customer 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.

4- Logins
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.  Run Sensible reserves the right to access any or all your accounts in order to respond to your requests for technical support.

5- Access
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.

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 Run Sensible account.

7- Availability
We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.

8- Excess Data Storage Fees
The maximum disk storage space provided to the Customer at no additional charge is at (https://runsensible.com/pricing/). If the amount of disk storage required exceeds this limit, the Customer will be charged according to the RunSensible Pricelist.  Run Sensible 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 Run Sensible to so notify the Customer shall not affect the Customer’s responsibility for such additional storage charges.  Run Sensible reserves the right to establish or modify its general practices and limits concerning storage of Customer Data.

9- SPAMMING AND ILLEGAL ACTIVITIES
Customer agrees Customer is solely responsible for the contents of Customer’s transmissions through the Services. Customer agrees not to use the Services for illegal purposes or for the transmission of material that is unlawful, harassing, libelous, 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. Customer agrees 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.  Run Sensible reserves the right to terminate Customer’s access to the Services if RunSensible believes that Customer has used the Services for any illegal or unauthorized activity.

10- Marketing Material
By creating a RunSensible account, Customer consents 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 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.

11- No Legal or Financial Advice
You acknowledge that from time-to-time RunSensible may provide You with marketing information and other coaching, templates, sample contracts, frequently asked questions and tips on best practices and financial and legal topics. All Content in 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 Customer or Client use of the Services, however, we may do so and may block any messages or campaigns, remove any content, including surveys, campaigns, promotions, business content, or otherwise prohibit any use of the Services that we believe may be in violation of this Agreement, applicable law.

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.

Customers 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. The current pricing available on Our Website on the date of renewal will apply to Your renewal subscription period. You are liable for all Fees You owe us under any Subscription.

Trial Period

Run Sensible 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 Customer does not purchase Subscription Services or cancel the RunSensible Account by the end of the trial period, the Customer’s RunSensible Account will be suspended and will be marked for deletion from Run Sensible servers. Customer may restore a suspended RunSensible Account within sixty (60) calendar days of suspension by purchasing Services.

Payment

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.

Subscriptions

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 Run Sensible. 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.

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.  Run Sensible does not accept any liability for such loss.

No Refunds

Run Sensible employs a NO REFUNDS policy, regardless of the use of the Services. ALL SALES ARE FINAL. Customer agrees and acknowledges that Customer’s obligation to pay fees continues through the end of the billing period, monthly or annual, during which Customer cancels Customer’s Premium Services.

Past Due Payments

RunSensible may terminate the Service if the billing or contact information provided by You is false or fraudulent. If Customer’s RunSensible payments are in arrears, the Customer or administrator of the account’s team will be notified in writing of amounts past due. If payment is not received by us within ten (10) calendar days, Customer’s access to their account will be restricted. If Customer’s 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. Customer may restore a suspended account within sixty (60) calendar days of suspension by paying for the past due balance on the account. If Customer’s account remains in suspended status for sixty (60) calendar days, all of Customer’s account content and data, including but not limited to contact information, will be deleted from our servers. This information cannot be recovered once deleted.

Suspension and Termination of Services

You agree that RunSensible, in its sole discretion and for any or no reason, may terminate your access to the Services or any part thereof. RunSensible may also 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.

Upon termination of your Account, all rights, licenses, consents and authorizations granted pursuant to the Terms will immediately terminate and any Content which is provided by a client under the Terms will be no longer accessible, also we may disable all user access to services on the Website; and we may permanently erase all Customer Data, provided that, for clarity, such obligation does not apply to any Aggregate Data. If your account is terminated, RunSensible may retain User Data in our backups, archives and disaster recovery systems until such User Data is deleted in the ordinary course.

Customer Responsibilities

In addition to all other terms and conditions of these Terms, Customer shall not:

  1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way.
  2. Copy, distribute, or disclose any part of the Services in any medium.
  3. Alter or modify the Services in any way without the prior written consent of RunSensible.
  4. 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.
  5. Take any action that imposes or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure.
  6. Upload invalid data, viruses, worms, Trojan horses, or other harmful or disruptive codes, components, devices, or software agents through the Services.
  7. Impersonate another person or otherwise misrepresent Customer’s affiliation with a person or entity, conducts fraud, hide or attempt to hide Customer’s identity, or misrepresent the source or content of information transmitted through the Services.
  8. 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.
  9. Bypass the measures RunSensible may use to prevent or restrict access to the Services.
  10. Use any robot, spider, scraper, script, or other comparable automated technology to access the Services for any purpose without RunSensible’s express written permission.
  11. Gain unauthorized access to the Services, its user accounts, computer systems or networks through unauthorized means such as hacking or password mining.
  12. 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.
  13. Use third party links to sites without agreeing to their website terms & conditions.
  14. Post links to third-party sites or use their logo, etc. in connection with the Services without first obtaining their express prior written permission. Customer shall: (i) notify  Run Sensible immediately of any unauthorized use of any password or  Run Sensible Account or any other known or suspected breach of security; (ii) report to  Run Sensible immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by Customer or other Subscribers to violate these Terms or the intellectual property rights of third parties; and (iii) not impersonate another Customer or provide false identity information to gain access to or use the Services.

Your Products and Services

RunSensible is only responsible for providing the Services. RunSensible provides services in our own personal or corporate capacities, and not as employees, agents, or representatives of a User. You are solely responsible for Your products/Services, promotions and campaigns, including any and all injuries, illnesses, damages, claims, liabilities and costs suffered in respect thereto. RunSensible has no role and assumes no liability with respect to any User act or omission and any issue which arises between You and Your Clients. You hold all necessary governmental and third-party licenses, approvals, authorizations and registrations necessary to offer Your products and services, promotions, and campaigns.

Data Ownership and Data Protection

We respect Customer’s right to the exclusive ownership of Customer’s published and stored content in the RunSensible Software, including but not limited to contact names, leads, opportunities, phone calls, Projects, tasks, events, messages. You understand You grant to RunSensible a non-exclusive right to use, copy, distribute and display Your Data in connection with our Services, in accordance with these Terms. We may monitor use of the Service by all of our customers and You agree that we may use and publish such information, provided that such information does not identify You or 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.

RunSensible implements appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data as described at https://runsensible.com/legal/security/ Those safeguards will include measures designed to prevent unauthorized access to or disclosure of Customer and Client Data.

Pre-release Service

The Service is “AS-IS” and also, Run Sensible 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.

Privacy Policy

Please refer to our Privacy Policy for Information on how we collect, use, store and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

Intellectual Property Rights

We retain ownership of all intellectual property rights of any kind related to the Website,(includes 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.

Customer will retain ownership of intellectual property rights, title, and interest, including copyright, in and to its Content, Files unless otherwise agreed upon with a Client.

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 will not be considered Your Confidential Information.

Changes to Terms of Services

We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them, or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms.

Confidentiality

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 successfully provide the RunSensible Service.

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. Customer grants RunSensible the right to use Customer’s name, mark and logo on RunSensible website(s) and in RunSensible marketing materials and to publicly identify Customer as RunSensible Customer.

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. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.

Communication

RunSensible use third party software and Service for text message, phone call and email that’s why we cannot guarantee that Your communications made using the Services are confidential.

THIRD PARTY INTERACTIONS

During Customer’s use of the Services, Customer may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third parties displaying their goods and/or services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between Customer and the applicable third-party and is governed by any terms, rules, regulations and policies of such third party. Run Sensible and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer 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. Run Sensible 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. Run Sensible provides the Services to Customer pursuant to the terms and conditions of these Terms. Customer recognizes, however, that certain third-party providers of ancillary software, hardware or services may require Customer’s Agreement to additional or different license or other terms prior to Customer’s use of or access to such software, hardware or services.

Warranty

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 not liability whatsoever for any harm or damage arising out of or in connection with such offerings. 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, communication between the devices is not confidential.

Limitation of Liability

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 Customer, and its officers, directors, employees and agents harmless from any claim made against Customer 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 Customer for claims for infringement arising from: (i) use of the Services by Customer in a manner other than as contemplated or prescribed by this Agreement; (ii) RunSensible’s compliance with Customer-specific (i.e., not generally used or applied by other third party customers of RunSensible) 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 Customer. 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 Customer may terminate this Agreement without liability upon written notice to the other. As a condition of the foregoing indemnification obligation, Customer will promptly notify RunSensible in writing of any such action, claim, suit or proceeding (“Claim”). RunSensible will have sole and exclusive control of the defense and settlement of the Claim and any subsequent appeal, provided, however, if the settlement requires either: (a) the payment of money from Customer; or (b) an admission of fault or liability of Customer, the settlement will require Customer’s prior written consent, which will not be unreasonably withheld. Customer will reasonably cooperate with RunSensible in connection with the indemnification activities hereunder.

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.