Terms of Service
Last updated: April 16, 2026 · Effective: April 16, 2026
Please read these Terms of Service (“Terms”) carefully before using Agent Runway. By creating an account, accessing, or using the service in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and all policies incorporated herein by reference, including our Privacy Policy and Acceptable Use Policy. If you do not agree, do not use the service.
1. Definitions
- “Agent Runway”, “the Company”, “we”, “us”, or “our” means Agent Runway Inc., a corporation incorporated under the Canada Business Corporations Act (Canada Corporation No. 1786542-2), with its registered office in the Province of New Brunswick, Canada.
- “Service” means the Agent Runway web application at agentrunway.ca, its mobile-optimized web experience, all associated APIs, and any related documentation, updates, and support services.
- “You”, “User”, or “Customer” means the individual or entity that creates an account and uses the Service.
- “Customer Data” means all data, content, and information that you upload, enter, import, or otherwise provide to the Service, including but not limited to transactions, pipeline deals, client records, expenses, goals, and notes.
- “AI Features” means any feature of the Service that uses artificial intelligence, machine learning, or large language models to generate content, recommendations, insights, outreach drafts, insight cards, chat responses, or other automated outputs.
- “Team Account” means an account under our Teams plan where a Team Leader invites and manages one or more Team Members.
- “Team Leader” means the User who creates and administers a Team Account.
- “Team Member” means a User who has been invited to and accepted membership in a Team Account.
2. Acceptance of Terms
These Terms form a binding legal agreement between you and Agent Runway. By creating an account, accessing the Service, clicking “I agree,” or using the Service in any manner, you represent that you are at least 18 years of age and have the legal capacity to enter into this agreement. If you are accepting these Terms on behalf of a business, brokerage, team, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. We may update these Terms at any time in accordance with Section 28; continued use after changes take effect constitutes acceptance.
3. Description of Service
Agent Runway is a business analytics and client relationship management platform designed for Canadian real estate professionals. The Service enables Users to:
- Track gross commission income (GCI), transactions, and pipeline deals
- Manage client relationships with flight-status-based CRM workflows
- Log and categorize business expenses (manually or via optional bank sync)
- Generate income forecasts and tax estimates
- Receive AI-generated business insights, outreach drafts, and suggested actions
- View performance analytics including the Runway Score
- Scan and digitize receipts using device cameras
- Connect to third-party services including banking (via Plaid), payments (via Stripe), and Google Workspace (Gmail, Calendar, Drive)
The Service is provided via the web application at agentrunway.ca and is optimized for use on mobile devices through your browser. We reserve the right to modify, suspend, add, or discontinue any feature of the Service at any time, with or without notice.
4. Eligibility
The Service is intended for use by licensed real estate professionals, brokerages, and teams operating in Canada. By using the Service, you represent that you are at least 18 years of age and are legally capable of forming a binding contract. The Service is not intended for use by consumers, minors, or individuals under the age of 18. We reserve the right to refuse service, terminate accounts, or cancel subscriptions at our sole discretion if we believe you do not meet these eligibility requirements.
5. Account Registration and Security
You must provide accurate, current, and complete information when creating your account and promptly update such information if it changes. You are solely responsible for:
- Maintaining the confidentiality and security of your login credentials
- All activity that occurs under your account, whether or not you authorized it
- Immediately notifying us at hello@agentrunway.ca if you suspect any unauthorized access to or use of your account
- Not sharing your login credentials with any other person or allowing any other person to access the Service using your account
We are not liable for any loss, damage, or other consequence arising from unauthorized access to your account that results from your failure to safeguard your credentials. We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised.
6. Subscription Plans, Billing, and Payments
Agent Runway offers paid subscription plans (Professional and Teams). By subscribing to a plan, you agree to the following:
- Recurring billing. Paid subscriptions are billed in advance on a recurring monthly or annual basis at the rate displayed at checkout. You authorize Agent Runway to charge your designated payment method automatically on each billing date until you cancel.
- Auto-renewal. Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. For annual subscriptions, we will provide you with at least 30 days' advance written notice of the upcoming renewal date and amount before your subscription auto-renews, sent to the email address on your account. For monthly subscriptions, renewal reminders are reflected in your recurring billing schedule confirmed at checkout. You will receive a receipt for each charge.
- No refunds. All fees are non-refundable to the fullest extent permitted by applicable law. You may cancel your subscription at any time from your account settings; access continues through the end of the current billing period, but no partial refunds, credits, or prorated refunds are issued for unused portions of a billing period.
- Price changes. We reserve the right to change subscription pricing with at least 30 days' notice to active subscribers. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing. If you do not agree with a price change, your sole remedy is to cancel your subscription before the new pricing takes effect.
- Currency. All prices are in Canadian dollars (CAD) unless stated otherwise.
- Taxes. You are responsible for all applicable taxes, including GST/HST, PST/QST, or other sales taxes imposed on your subscription by any governmental authority. Tax amounts, if applicable, will be displayed at checkout and added to your subscription fee.
- Payment processing. Payments are processed by Stripe, Inc., a PCI DSS Level 1 certified payment processor. Agent Runway does not store, process, or transmit your full card number, CVV, or other sensitive payment card data. All card data is entered directly into Stripe's secure, encrypted payment fields and handled solely by Stripe.
- Failed payments. If a payment fails, we may retry the charge, notify you of the failure, and suspend access to paid features until payment is successfully processed. We reserve the right to terminate your account after 30 days of payment failure.
- Billing disputes. You must notify us of any billing dispute within 30 days of the applicable charge by emailing billing@agentrunway.ca. Failure to dispute a charge within this period constitutes your acceptance and waiver of any claim related to that charge.
7. Team Accounts
If you subscribe to a Teams plan, the following additional terms apply:
- Team Leader responsibility. The Team Leader is the account owner and is solely responsible for all fees associated with the Team Account, including fees for all Team Members. The Team Leader is responsible for the conduct of all Team Members and agrees to these Terms on behalf of their team.
- Team Member acceptance. Each Team Member must individually accept these Terms upon their first login. Team Members are independently bound by these Terms.
- Team Member management. The Team Leader controls Team Member access and permissions. Removing a Team Member during a billing period does not reduce fees for that period.
- Team data. The Team Leader may access aggregated team performance data. Individual Team Member data is visible to the Team Leader to the extent enabled by the platform's permission settings. Team Members acknowledge and consent to this data visibility by accepting these Terms.
- Team Leader as data controller. When a Team Leader accesses Team Member data, the Team Leader acts as a data controller under applicable privacy law and is independently responsible for ensuring that their collection, use, and disclosure of Team Member data complies with all applicable privacy and data protection laws.
- Team Member liability. The Team Leader agrees to indemnify and hold Agent Runway harmless from any claims arising from Team Member conduct or Team Member data handling that violates these Terms or applicable law.
8. Free Trials and Beta Features
Agent Runway may offer free trial periods, beta features, early access programs, or preview functionality from time to time.
- Free trials are subject to the terms communicated at trial initiation, including any feature or usage limitations.
- Beta and preview features are provided on an even more preliminary “AS-IS” basis and may be modified, limited, or discontinued at any time without notice.
- Beta features may contain errors, bugs, or inaccuracies and should not be relied upon for any business-critical purpose.
- Our total aggregate liability for beta or preview features is limited to CAD $100.00, regardless of the nature of the claim.
- We may collect additional usage data and feedback during beta periods to improve the Service.
9. Bank Account Connection (Plaid)
Agent Runway offers an optional feature that allows you to connect your bank or financial institution account to the Service using Plaid Technologies, Inc. (“Plaid”), a third-party financial data aggregator. Use of this feature is entirely optional and the Service functions fully without it. By connecting a bank account, you agree to the following:
- Authorization. You authorize Agent Runway to retrieve your financial transaction data through Plaid solely for the purpose of populating your expense records in the Service.
- Account ownership. You represent and warrant that you are the authorized account holder (or an authorized representative) for any bank or financial institution account you connect. You agree not to connect accounts belonging to others without their explicit written authorization.
- Plaid's terms apply. Your use of the bank connection feature is also subject to Plaid's End User Privacy Policy at plaid.com/legal/#consumers. Plaid's processing of your banking information is governed by Plaid's own terms and privacy practices, which are independent of these Terms. It is your responsibility to review and understand Plaid's terms before connecting your account.
- No credential storage. Agent Runway never receives, transmits, or stores your banking login credentials (username, password, or MFA codes). Your credentials are entered directly with Plaid's secure, encrypted interface and never pass through Agent Runway's systems.
- Read-only access. Agent Runway receives read-only access to your transaction history only. We cannot initiate transfers, move funds, modify your account, or perform any write operations on your financial accounts.
- Revocation. You may disconnect your bank account at any time from Settings → Bank Connections. Upon disconnection, Agent Runway will immediately revoke Plaid's access to your financial institution account and permanently delete your Plaid access tokens from our systems.
- Limited use. Agent Runway uses bank transaction data solely to help you categorize expenses within the Service. We do not sell, aggregate for commercial purposes, use for advertising, share with third parties beyond Plaid, or use to train AI or machine-learning models your financial transaction data.
- No liability for financial institution actions. Agent Runway is not responsible or liable for any actions taken by your financial institution in connection with the Plaid integration, including but not limited to account restrictions, alerts, notifications, holds, or changes to third-party access policies.
- Data accuracy. Bank transaction data imported via Plaid is provided as-is from your financial institution. Agent Runway does not verify, audit, or guarantee the accuracy, completeness, or timeliness of imported bank data. You are solely responsible for reviewing and verifying all imported transactions.
10. Google Integrations (Gmail, Calendar, Drive)
Agent Runway may offer optional integrations with Google Workspace services including Gmail, Google Calendar, and Google Drive. Use of these integrations is entirely optional. By connecting your Google account, you agree to the following:
- Authorization scope. You authorize Agent Runway to access your Google account data solely within the scopes you approve during the OAuth authorization flow. We request only the minimum permissions necessary to provide each integration feature.
- Gmail. If you connect Gmail, Agent Runway may send emails on your behalf (e.g., outreach messages you have reviewed and approved), and may read email metadata to track delivery and responses. You are solely responsible for the content of all emails sent through the Service using your Gmail account, including compliance with all applicable anti-spam laws (see Section 19).
- Google Calendar. If you connect Google Calendar, Agent Runway may read your calendar events and create new events on your behalf to support scheduling features.
- Google Drive. If you connect Google Drive, Agent Runway may read documents you designate and store or index document references to support document management features within the Service.
- Google's terms apply. Your use of Google integrations is also subject to Google's Terms of Service and Privacy Policy. Agent Runway's use and transfer of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.
- Revocation. You may disconnect Google integrations at any time from your account settings or from your Google Account permissions page.
- Third-party service disclaimer. Agent Runway is not responsible for the availability, accuracy, or performance of Google services. Changes to Google's APIs, terms, or policies may affect the functionality of these integrations, and we are not liable for any resulting service disruptions.
11. AI-Generated Content and Automated Features
Agent Runway incorporates AI Features powered by third-party artificial intelligence and large language model providers. These features include, but are not limited to: AI insight cards, automated outreach drafting, chat-based business insights, smart categorization suggestions, and performance recommendations.
By using any AI Feature, you acknowledge and agree to the following:
- No guarantee of accuracy. AI-generated content may be inaccurate, incomplete, outdated, misleading, or inapplicable to your specific situation. AI outputs are generated by automated systems and do not reflect the judgment, review, or endorsement of any qualified professional.
- Not professional advice. AI outputs do not constitute financial advice, tax advice, legal advice, real estate advice, investment advice, or professional accounting services of any kind. See Section 12 for additional disclaimers.
- Human review required. All AI-generated content, including outreach emails, is presented to you in draft form for your review, editing, and explicit approval before any action is taken. You are solely responsible for reviewing all AI-generated content and for any decision or action you take based on it.
- No liability for outcomes. Agent Runway disclaims all responsibility and liability for any business outcomes, marketing campaign performance, conversion rates, client responses, lost opportunities, or other consequences resulting from your use of or reliance on AI-generated content.
- Third-party AI providers (Anthropic and Groq). Customer Data processed by AI Features is transmitted to third-party large language model inference providers for the purpose of generating AI outputs. Our primary AI provider is Anthropic, PBC (the Claude family of models), and Groq, Inc. is used as a fallback inference provider and for voice transcription. Data transmitted to these providers is processed on their servers located in the United States and is subject to US jurisdiction, including potential access by US law enforcement authorities under applicable US law. We maintain Data Processing Agreements with both providers. Anthropic commits to zero data retention for API traffic by default and does not use customer data to train its models; Groq commits to not retaining or training on customer data after processing. We cannot independently verify third-party provider compliance. Sensitive or confidential information should not be included in AI prompts or interactions. See Section 12 for the full professional advice disclaimer.
- AI model ownership. All AI models, algorithms, prompts, training data, and underlying technology used to provide AI Features are and remain the exclusive property of Agent Runway or our third-party providers. No rights in AI models or technology are transferred to you.
- Prohibited uses. You may not use AI Features to generate content that is discriminatory, harassing, defamatory, fraudulent, deceptive, or otherwise in violation of law. You may not use AI Features to generate content that impersonates another person or entity. See our Acceptable Use Policy for additional restrictions.
- Changes to AI Features. AI Features may be modified, improved, degraded, or discontinued at any time without notice. The quality, accuracy, and availability of AI outputs may vary over time.
12. Not Financial, Tax, or Professional Advice
Agent Runway is a self-management and organizational tool for informational purposes only. Nothing in Agent Runway — including but not limited to tax estimates, income projections, forecasts, Runway Scores, insight cards, AI-generated content, chat responses, benchmarking data, market data, or any other output — constitutes financial advice, tax advice, investment advice, legal advice, real estate advice, or professional accounting services of any kind.
All calculations, projections, and estimates displayed in the Service are approximations based solely on the data you enter and publicly available rate information. They are subject to error and may not reflect your actual tax obligations, income, or financial situation. Agent Runway does not verify, audit, certify, or independently confirm any data you provide, and we make no representations as to the accuracy, completeness, or fitness of any output for any purpose.
Do not use Agent Runway outputs — including tax estimates, income projections, GCI figures, net income calculations, Runway Scores, AI-generated recommendations, or market data — for any of the following purposes:
- Filing a tax return or making representations to the Canada Revenue Agency (CRA) or any other tax authority
- Applying for a mortgage, loan, line of credit, or any other form of financing
- Making investment or business decisions of material financial consequence
- Providing evidence of income, assets, or financial standing to any third party
- Determining compliance with any regulatory requirement
- Any official, legal, regulatory, or binding purpose
Always consult a qualified accountant, tax professional, financial advisor, or legal professional before making any financial, tax, legal, or business decision. Agent Runway assumes no liability for any consequence arising from your reliance on any output produced by the Service.
13. Forward-Looking Statements and Projection Disclaimer
Agent Runway produces income projections, forecasts, probability bands, year-end estimates, and other forward-looking outputs. These are illustrative scenarios based on mathematical models, statistical extrapolation, and historical patterns. They are not predictions, guarantees, promises, or commitments of any kind.
Actual results will differ — potentially materially — from projections due to factors including but not limited to market conditions, interest rate changes, economic conditions, deal timing, regulatory changes, personal circumstances, client decisions, and other variables outside the scope of any model. Historical performance reflected in Agent Runway does not guarantee or imply future results. You expressly acknowledge and agree that you will not represent any projection, forecast, or estimate produced by Agent Runway as a reliable indicator of actual future income to any third party, lender, tax authority, or regulatory body.
14. Tax Calculation Disclaimer
Tax estimates in Agent Runway are rough approximations calculated using publicly available federal and provincial tax brackets, CPP/QPP contribution rates, and basic self-employment assumptions. They are provided for general informational purposes only and do not account for:
- Deductions, credits, carry-forwards, or loss carry-backs you may be entitled to claim
- Prior-year tax balances, instalments, or reassessments
- Corporation, partnership, or trust structures
- GST/HST registration, reporting, or remittance obligations
- Multi-jurisdictional or cross-border income
- Changes to tax law, rates, or thresholds enacted after the rates were last updated in the Service
- Any other factors specific to your individual tax situation
Your actual CRA tax obligation will differ from any estimate displayed in Agent Runway. Agent Runway assumes no liability for taxes owing, penalties, interest, reassessments, or any other consequence arising from reliance on tax estimates produced by the Service. Always consult a qualified accountant or tax professional for your actual tax filings and planning.
15. Your Data, Data Accuracy, and Data Ownership
You retain ownership of all Customer Data you enter into Agent Runway. We do not claim any intellectual property rights over your transactions, deals, expenses, client records, or other Customer Data. You grant us a limited, non-exclusive, worldwide, royalty-free licence to store, process, transmit, display, and use your Customer Data solely for the purpose of providing, maintaining, and improving the Service.
You are solely responsible for the accuracy, completeness, legality, and reliability of all Customer Data you enter into or import into Agent Runway. All calculations, projections, reports, and outputs produced by the Service are derived from the data you provide. Agent Runway does not verify, audit, validate, or independently confirm your inputs. Errors, omissions, or inaccuracies in the data you enter will result in corresponding errors in the outputs the Service produces. You bear all responsibility for ensuring your data is accurate and for verifying all outputs against your own records and with qualified professionals.
You represent and warrant that you have all necessary rights, consents, and authorizations to provide all Customer Data to Agent Runway, including client personal information, and that your provision of such data does not violate any applicable law, regulation, or third-party right.
16. Third-Party Data Sources (CREA MLS® Statistics)
Agent Runway incorporates data from third-party sources to provide market benchmarking features. Your use of these features is subject to the following:
CREA MLS® Statistics
Local market data displayed in Agent Runway (including board average sale prices, Sales-to-New-Listings Ratios, and market condition indicators) is sourced from statistics published by The Canadian Real Estate Association (CREA) via the CREA MLS® Statistics portal. This data is provided for general informational and benchmarking purposes only and is updated on a monthly basis as CREA publishes new data.
The trademarks MLS®, Multiple Listing Service® and the associated logos are owned by The Canadian Real Estate Association (CREA) and identify the quality of services provided by real estate professionals who are members of CREA. Agent Runway is not affiliated with, endorsed by, or an official partner of CREA. All CREA data remains the property of CREA. © 2026 The Canadian Real Estate Association. All rights reserved.
Agent Runway makes no representations about the accuracy, completeness, or timeliness of CREA data or any other third-party data displayed in the Service. Market data should not be used as the sole basis for any real estate, investment, or business decision. Always consult a qualified real estate professional for advice specific to your market.
National Benchmark Data
The Runway Score benchmarking component uses a national cohort dataset derived from published CREA statistics and industry surveys to compare your performance against agents with similar experience. This data is based on historical aggregated data and is updated periodically. It is provided for general comparative purposes only and does not constitute a professional performance assessment, employment evaluation, or industry ranking.
17. Third-Party Services and Integrations
The Service integrates with or relies upon third-party services including but not limited to Stripe (payments), Plaid (bank data), Supabase (infrastructure), Google Workspace (email, calendar, storage), and third-party AI providers. You acknowledge that:
- Agent Runway has no control over the availability, accuracy, security, performance, or policies of third-party services.
- Third-party services are subject to their own terms of service and privacy policies, which you are responsible for reviewing and accepting.
- Agent Runway makes no representations or warranties regarding any third-party service.
- Agent Runway shall have no liability for your use of any third-party service, or for the acts or omissions of any third-party service provider, including but not limited to service outages, data loss, security breaches, or policy changes by the third-party provider.
- Third-party integrations are provided as a convenience. We may add, modify, or remove integrations at any time without notice.
- If a third-party provider modifies its API, pricing, terms, or policies in a way that affects the Service, we are not liable for any resulting disruption, degradation, or loss of functionality.
18. Acceptable Use
Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. In addition to the restrictions in that policy, you agree not to:
- Use the Service for any unlawful purpose or in violation of any applicable law or regulation
- Attempt to gain unauthorized access to any part of the Service, other accounts, computer systems, or networks connected to the Service
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service or any underlying technology
- Use any automated tools, bots, scrapers, or crawlers to access, scrape, index, or extract data from the Service
- Resell, sublicense, redistribute, time-share, or provide access to the Service to any third party without our prior written consent
- Interfere with or disrupt the integrity, performance, or security of the Service or its underlying infrastructure
- Upload or transmit viruses, malware, or other malicious code
- Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity
- Connect bank accounts, email accounts, or any other accounts belonging to others without their explicit written authorization
- Use the Service to store, process, or transmit information that infringes the intellectual property rights of any third party
- Use the Service in a manner that could damage, disable, overburden, or impair it
19. Communication Compliance (CASL and Anti-Spam)
Agent Runway provides features that enable you to send communications to your clients, including outreach emails (whether manually composed or AI-drafted) and text messages. Both you and Agent Runway can be held liable under CASL for non-compliant messages. CASL penalties are up to $1,000,000 per violation for individuals and $10,000,000 per violation for companies.
Your CASL Obligations
By using Agent Runway's outreach features, you represent and warrant that for every commercial electronic message (CEM) you send through the Service:
- Consent. You have obtained either express consent (recipient actively opted in) or implied consent (existing business relationship within 2 years of last transaction, or 6 months of last inquiry) from each recipient, as required by CASL.
- Sender identification. Each message identifies you (the sender) by name, includes your physical mailing address, and provides at least one of: phone number, email address, or website URL.
- Unsubscribe mechanism. Each commercial message includes a functioning unsubscribe mechanism. You must process unsubscribe requests within 10 business days.
- Consent record keeping. You maintain records of how and when consent was obtained from each recipient for a minimum of 3 years after the business relationship ends. The burden of proof for consent rests with you.
Additional Anti-Spam Laws
- CAN-SPAM Act — applies if messaging recipients in the United States
- TCPA — applies if sending text messages to U.S. recipients
- Provincial privacy laws and real estate board rules regarding solicitation and advertising in your jurisdiction
Agent Runway provides tools for communication but does not verify whether you have obtained the necessary consents from recipients. We make no representation that any AI-drafted communication complies with applicable law. You agree to indemnify and hold harmless Agent Runway from any claims, fines, penalties, or damages arising from your communications sent through the Service, including CASL penalties, CAN-SPAM violations, TCPA claims, and complaints from recipients.
20. Intellectual Property
The Agent Runway Service — including all software, source code, algorithms, models, user interfaces, designs, graphics, logos, trademarks, documentation, and all other original content — is owned by Agent Runway Inc. and protected by Canadian and international intellectual property laws. These Terms grant you only a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during your active subscription, subject to these Terms. No other rights are granted to you, whether express or implied.
The Agent Runway name, logo, and all related product and service names, designs, and slogans are trademarks of Agent Runway Inc. You may not use these marks without our prior written permission.
21. Feedback and Suggestions
If you provide Agent Runway with any feedback, suggestions, ideas, enhancement requests, feature requests, recommendations, or other input regarding the Service (“Feedback”), you hereby assign to Agent Runway all right, title, and interest in and to such Feedback. Agent Runway is free to use, reproduce, modify, distribute, and commercialize Feedback without any obligation, compensation, attribution, or restriction of any kind to you. You waive any moral rights you may have in any Feedback to the extent permitted by applicable law.
22. Confidentiality
You agree not to disclose any non-public information about Agent Runway's technology, algorithms, pricing structures (including beta or negotiated pricing), roadmap, security infrastructure, or business operations that you may learn through your use of the Service, participation in beta programs, or communications with Agent Runway team members. This obligation survives termination of your account.
23. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, AGENT RUNWAY DOES NOT WARRANT THAT: (a) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, VIRUS-FREE, OR FREE OF HARMFUL COMPONENTS; (c) ANY CALCULATION, PROJECTION, ESTIMATE, FORECAST, TAX ESTIMATE, RUNWAY SCORE, AI OUTPUT, OR OTHER OUTPUT IS ACCURATE, CURRENT, COMPLETE, OR RELIABLE; (d) TAX RATES, MARKET DATA, BENCHMARK DATA, OR OTHER REFERENCE DATA USED IN CALCULATIONS ARE UP TO DATE OR CORRECT; (e) THE SERVICE IS SUITABLE FOR ANY PARTICULAR PURPOSE OR COMPLIANT WITH ANY INDUSTRY STANDARD; (f) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (g) THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR MEET YOUR NEEDS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
24. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENT RUNWAY INC. OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:
- Financial losses, tax underpayments, penalties, or interest
- Lost revenue, profits, business, goodwill, or anticipated savings
- Loss of or damage to data
- Business interruption or loss of business opportunity
- Missed deals, lost clients, or failed transactions
- Cost of procurement of substitute goods or services
- Personal injury or property damage
- Any matter beyond our reasonable control
THIS APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF AGENT RUNWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT YOU ACTUALLY PAID TO AGENT RUNWAY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).
THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER-INCIDENT. THIS CAP DOES NOT LIMIT YOUR INDEMNIFICATION OBLIGATIONS TO US UNDER SECTION 25.
Carve-outs. Notwithstanding the foregoing, the liability cap and exclusion of consequential damages set out in this Section 24 do not apply to: (a) damages caused by gross negligence or wilful misconduct by Agent Runway; (b) damages arising from Agent Runway's breach of its confidentiality obligations under Section 22; (c) Agent Runway's liability for data breaches caused by Agent Runway's own failure to implement reasonable security safeguards; or (d) any liability that cannot be excluded or limited under applicable Canadian law. In these carve-out circumstances, liability shall be limited to actual direct damages only and shall not include indirect, consequential, or punitive damages except to the extent required by law.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
25. Indemnification
You agree to indemnify, defend, and hold harmless Agent Runway Inc. and any affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:
- Your use of or reliance on the Service or any output produced by the Service
- Your breach or alleged breach of these Terms
- Your violation of any applicable law, regulation, or third-party right
- Any Customer Data you submit to the Service, including client personal information
- Any decision you make or action you take based on outputs produced by the Service, including tax estimates, income projections, AI-generated content, forecasts, or recommendations
- Your use of the bank account connection feature, including any actions taken by your financial institution
- Your use of Google integrations, including emails sent, calendar events created, or documents accessed using your connected Google account
- Communications you send using or through the Service, including outreach emails and text messages, and including any claims of CASL, CAN-SPAM, or TCPA violations
- Disputes between you and your clients, contacts, or any third party
- Your willful misconduct or negligence
- Third-party access to the Service using your credentials
- If you are a Team Leader: any conduct of your Team Members that violates these Terms or applicable law
Agent Runway reserves the right to assume exclusive defense and control of any matter subject to indemnification by you, at your expense. You agree to cooperate fully with our defense of any such claim. You shall not settle any claim without our prior written consent.
26. Termination and Suspension
By you. You may cancel your subscription or delete your account at any time from your account settings. Cancellation takes effect at the end of the current billing period; no refund is issued for the remainder of the period. You may also choose to delete your account immediately upon cancellation, which begins the data deletion process described in Section 27.
By us. We reserve the right to suspend or terminate your access to the Service, with or without notice, for any of the following reasons:
- Violation of these Terms, the Acceptable Use Policy, or any other policy
- Non-payment of fees after 30 days of payment failure
- Conduct that poses a security risk to the Service or other users
- Conduct that could expose Agent Runway to legal liability
- If required by law, court order, or governmental authority
- Extended period of inactivity (12+ months with no login)
- If your use of the Service is reasonably believed to be fraudulent or abusive
Effect of termination. Upon termination, your right to use the Service ceases immediately. Sections of these Terms that by their nature should survive termination will survive, including but not limited to: Definitions, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, Class Action Waiver, Confidentiality, and Intellectual Property.
27. Data Export and Post-Termination
Upon cancellation or termination of your account, you have 30 days to request an export of your Customer Data by emailing hello@agentrunway.ca. We will provide your data in a commonly used machine-readable format (such as CSV or JSON).
After the 30-day post-termination window, Agent Runway has no obligation to maintain, provide access to, or export your Customer Data and may permanently delete it. Certain records may be retained as required by law (e.g., billing records for 7 years per Canadian tax requirements).
If you used the bank sync feature, Plaid access tokens are permanently deleted upon account termination. If you used Google integrations, OAuth tokens are revoked upon account termination.
28. Modifications to These Terms
We may revise these Terms at any time by posting an updated version at agentrunway.ca/terms. Material changes will be communicated via email to the address on your account or through an in-app notification at least 30 days before they take effect. The “Last updated” date at the top of this page indicates the most recent revision. Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of those revisions. If you do not agree to revised Terms, you must stop using the Service and cancel your account before the changes take effect.
29. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the Province of New Brunswick and the federal laws of Canada applicable therein, without regard to any conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be submitted to good-faith negotiation for a period of at least 30 days. If the dispute cannot be resolved through negotiation, it shall be resolved exclusively in the courts of the Province of New Brunswick, Canada. You hereby irrevocably consent to the exclusive personal jurisdiction and venue of those courts and waive any objection based on inconvenient forum.
Prevailing party. In any legal action or proceeding arising from or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and other collection expenses, in addition to any other relief to which it may be entitled.
30. Class Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND AGENT RUNWAY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MULTI-DISTRICT, OR REPRESENTATIVE ACTION OR PROCEEDING.
Unless both you and Agent Runway agree otherwise in writing, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative, class, or collective proceeding. If this class action waiver is found to be unenforceable in any jurisdiction, then the entirety of this Section 30 shall be null and void in that jurisdiction, but shall remain enforceable in all other jurisdictions.
31. Force Majeure
Agent Runway shall not be liable for any delay or failure to perform any obligation under these Terms if such delay or failure results from events beyond our reasonable control, including but not limited to: acts of God, fire, flood, earthquake, hurricane, severe weather, epidemic, pandemic, war, terrorism, civil disturbance, riot, strike, labor dispute, embargo, government action, internet or telecommunications failure, power outage, equipment failure, cyberattack, third-party service outage (including cloud hosting or payment processor outages), or any other event that is beyond the reasonable control of Agent Runway. Our obligations under these Terms shall be suspended for the duration of any such event.
32. General Provisions
- Entire Agreement. These Terms, together with our Privacy Policy, Acceptable Use Policy, and any other policies referenced herein, constitute the entire agreement between you and Agent Runway regarding the Service and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.
- Severability. If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
- No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by Agent Runway.
- Assignment. You may not assign, subcontract, delegate, or transfer your rights or obligations under these Terms without our prior written consent. Any attempted unauthorized assignment is null and void. Agent Runway may freely assign these Terms without restriction.
- Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.
- Notices. Notices to you may be sent to the email address on your account. Notices to Agent Runway must be sent to hello@agentrunway.ca.
- Relationship. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Agent Runway.
- Electronic communications. You consent to receiving communications from Agent Runway electronically (email, in-app notifications). You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.
33. Contact
Questions about these Terms may be directed to:
Agent Runway Inc.Registered office: New Brunswick, Canada
Canada Corporation No. 1786542-2
General inquiries: hello@agentrunway.ca
Privacy inquiries: privacy@agentrunway.ca
Security reports: security@agentrunway.ca
Billing inquiries: billing@agentrunway.ca