Terms of Service
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER (SECTION 13), WHICH AFFECT YOUR LEGAL RIGHTS. THEY ALSO LIMIT OUR LIABILITY TO YOU (SECTION 10).
These Terms of Service ("Terms") govern your access to and use of the Runwell Network website at runwellnetwork.com and any related products, applications, APIs, data feeds, and other services (collectively, the "Services") provided by Runwell Network, Inc. ("Runwell", "we", "us", or "our"). By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Services.
1. Eligibility
You must be at least 18 years old and capable of forming a binding contract to use the Services. By using the Services, you represent and warrant that you meet these requirements. If you use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.
2. The Services
Runwell provides technology infrastructure for community behavioral health, including informational content, tools for counties and partners, and APIs and data feeds connecting crisis response, recovery housing, employment, and resource-finding services. The Services are offered "AS IS" and may be modified, updated, discontinued, or otherwise changed at any time without notice.
3. Acceptable Use
You agree not to:
- Violate any applicable law, regulation, or third-party right
- Use the Services in a manner that could damage, disable, overburden, or impair our infrastructure or interfere with any other party's use of the Services
- Attempt to gain unauthorized access to any part of the Services, accounts, or systems
- Probe, scan, reverse-engineer, decompile, or test the vulnerability of the Services
- Use automated means (bots, scrapers, crawlers) to access the Services except as explicitly permitted by published API terms or robots.txt
- Transmit viruses, malware, worms, or any other malicious code
- Impersonate any person or entity or misrepresent your affiliation
- Collect, harvest, or use information about other users without authorization
- Submit false, misleading, abusive, threatening, defamatory, obscene, or otherwise unlawful content
- Use the Services to send unsolicited communications or spam
- Frame, mirror, or rent the Services or access them to build a competing product
We reserve the right, but have no obligation, to monitor use of the Services and to investigate and take appropriate action against any violation of these Terms, including removing content, suspending or terminating access, and reporting to law enforcement.
4. User Submissions
When you submit information or content to the Services (including through the contact form), you grant Runwell a worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, distribute, display, and otherwise exploit that content for any lawful business purpose related to the Services, including responding to you, marketing, research, and product development. You represent and warrant that you have the rights necessary to grant this license and that your content does not violate any third party's rights or any applicable law.
5. Intellectual Property
The Services, including all content, design, graphics, logos, marks, software, and underlying technology, are owned by Runwell or its licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws. Except as expressly permitted, you may not copy, modify, distribute, sell, or create derivative works from any part of the Services. Any rights not expressly granted are reserved.
"Runwell", "Runwell Network", "Runwell Homes", "Runwell Works", "Nearside", "CountyCIT", and related names, logos, and marks are trademarks of Runwell Network, Inc. or its affiliates. You may not use them without our prior written permission.
6. Third-Party Services
The Services may link to or interoperate with third-party websites, applications, services, or content that we do not control. We are not responsible for and do not endorse any third-party services. Your use of third-party services is governed by the applicable third-party terms and policies. You use them at your own risk.
7. Feedback
If you provide suggestions, ideas, or feedback regarding the Services ("Feedback"), you grant Runwell a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use the Feedback for any purpose without compensation or attribution.
8. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RUNWELL AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, ACCURATE, COMPLETE, RELIABLE, OR FREE OF HARMFUL COMPONENTS.
THE SERVICES ARE NOT INTENDED TO CONSTITUTE MEDICAL ADVICE, DIAGNOSIS, TREATMENT, CLINICAL CARE, OR A SUBSTITUTE FOR PROFESSIONAL JUDGMENT. CONTENT ACCESSIBLE THROUGH THE SERVICES IS FOR GENERAL INFORMATIONAL AND WORKFLOW SUPPORT PURPOSES. IF YOU OR SOMEONE YOU KNOW IS IN CRISIS, CALL 911 OR THE 988 SUICIDE AND CRISIS LIFELINE.
9. Indemnification
You agree to indemnify, defend, and hold harmless Runwell and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or related to: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property, privacy, or publicity right; (d) any content or information you submit; or (e) your willful misconduct or negligence.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RUNWELL OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, OR COMPUTER FAILURE, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID RUNWELL FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE OR (B) ONE HUNDRED U.S. DOLLARS ($100 USD). THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.
11. Termination
We may suspend or terminate your access to the Services at any time, with or without notice, for any reason, including if we reasonably believe you have violated these Terms. Upon termination, your right to use the Services ceases immediately. Sections 4 through 14 survive termination.
12. Governing Law and Venue
These Terms are governed by the laws of the State of Ohio, USA, without regard to conflict-of-laws principles. Subject to Section 13, any dispute, claim, or cause of action arising out of or related to these Terms or the Services will be brought exclusively in the state or federal courts located in Franklin County, Ohio, and you consent to the personal jurisdiction and venue of those courts.
13. Binding Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.
13.1 Agreement to arbitrate
You and Runwell agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute") will be resolved by binding individual arbitration, not in court, except that either party may bring an individual action in small claims court and either party may seek injunctive or other equitable relief in court to protect intellectual property rights.
13.2 Arbitration rules
Arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, the Consumer Arbitration Rules. Arbitration will be conducted in English in Franklin County, Ohio, or by video, telephone, or written submission, at the arbitrator's discretion. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.
13.3 Class action waiver
YOU AND RUNWELL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS PROCEEDING. If this class action waiver is found unenforceable, the entire Section 13 is null and void, but the rest of these Terms remain in effect.
13.4 Opt-out
You may opt out of this arbitration agreement by sending written notice to support@creadio.com within 30 days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you want to opt out of arbitration.
14. Modifications
We may modify these Terms at any time. If we make material changes, we will update the "Last updated" date above and, where appropriate, provide additional notice through the Services. Your continued use of the Services after changes take effect constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.
15. Miscellaneous
- Entire agreement. These Terms, together with the Privacy Policy and any other terms referenced here, constitute the entire agreement between you and Runwell regarding the Services and supersede all prior agreements.
- No waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision.
- Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
- Assignment. You may not assign these Terms or transfer any rights under them without our prior written consent. We may assign these Terms at any time without notice.
- No third-party beneficiaries. These Terms do not confer any rights on any third party.
- Force majeure. Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control.
- Notices. Notices to Runwell must be sent to support@creadio.com. We may provide notices to you through the Services or the email address you provided.
- U.S. Government users. The Services constitute "commercial computer software" and "commercial computer software documentation" under applicable FAR and DFARS provisions.
- Export. You agree to comply with all applicable U.S. and foreign export control laws.
16. Contact
Runwell Network, Inc.
Attn: Legal
Email: support@creadio.com