Terms of Service

These Terms of Service (“Terms”) are a contract between you and SOUN L.L.C., a Delaware limited liability company, 169 Madison Ave #2276, New York, NY 10016 (“SOUN,” “we,” “us”). They govern your use of Runnel — the web application at getrunnel.com, its companion apps, and the emails and documents it sends on your behalf (together, the “Service”).

By creating an account, clicking to accept these Terms, or using the Service, you agree to them. If you are accepting on behalf of a production company, studio, or other organization, you confirm that you have authority to bind it, and “you” means that organization.

Plain-English summary (not a substitute for the Terms): Runnel is a tool that helps a production send, collect, and file its own paperwork. The paperwork is yours and the agreements in it are between you and the people you hire. We keep your data isolated and encrypted, we don’t sell it, and we are not your lawyer or accountant. Runnel is free while it is invite-only, is offered as-is, and our liability is limited as described in Section 14.

1. Who can use Runnel

• You must be at least 18 years old and able to form a binding contract.
• The Service is built for productions operating in the United States. We do not currently offer it to, or design it for, users elsewhere.
• During Runnel’s invite-only period, creating a workspace requires an invitation code or an invitation from an existing workspace. Codes are personal to the person we issued them to and may not be sold or posted publicly.

2. Your account and workspace

A Runnel account belongs to one person. A workspace is the shared home for a company’s projects; its owner can add members, grant admin rights, and share individual projects with guests. You are responsible for:

• keeping your password and sign-in email secure, and telling us promptly at runnel@soun-media.com if you believe your account has been compromised;
• everything done in your workspace by the members and guests you admit, including the paperwork they send; and
• making sure the company and bill-to details you enter are accurate, because they are printed on the documents your crew and talent sign.

The workspace owner controls the workspace, including its deletion. If the owner leaves the organization, the organization is responsible for transferring ownership before that happens.

3. Crew, talent, and other signers

People who receive a link from a production and use it to sign a deal memo, NDA, release, or W-9 (“signers”) are not parties to these Terms and do not need a Runnel account. Their agreement is with the production that sent the paperwork, on the terms in that paperwork. Signers may use the signing pages only to review and respond to paperwork addressed to them, and must not share their link. How we handle a signer’s information is described in the Crew & Talent Privacy Notice (opens in a new tab).

4. Your content

“Customer Content” is everything you and your team put into Runnel or collect through it: projects, call sheets, contacts, rate and role information, your deal-memo and NDA template text, creative briefs, and the submissions and signatures your crew and talent return to you.

• You own it. As between you and SOUN, Customer Content is yours. We claim no rights in your paperwork, your templates, or your productions.
• We need a license to run the Service. You grant SOUN a non-exclusive, worldwide license to host, copy, render, encrypt, transmit, and display Customer Content only as needed to provide the Service to you — for example, to email a signing link, generate a PDF, or file a signed bundle in your Google Drive. This license ends when the content is deleted from the Service, except for the retention described in Section 10.
• We don’t use it for anything else. We do not sell Customer Content, use it for advertising, or use it to train machine-learning models.
• You are responsible for it. You confirm that you have the rights and permissions needed to use Customer Content in Runnel, including the right to collect the personal and tax information you ask your crew and talent to submit.

5. Paperwork and electronic signatures

Runnel lets a production prepare documents, send them by email, and collect electronic signatures and IRS Form W-9 information. In doing so:

• Runnel is the tool, not a party. The deal memo, NDA, release, or other document is your agreement with your signer. SOUN is not a party to it, does not review it, and does not guarantee that it is enforceable, complete, or right for your situation.
• Your templates are yours to get right. The deal-memo and NDA text in your workspace settings, and any release terms you choose, are your legal documents. Have them reviewed by your own counsel.
• Electronic signatures. The signing flow is designed to capture the elements the U.S. ESIGN Act and UETA look for — intent to sign, consent to electronic records, attribution, and a tamper-evident record — and to produce a Certificate of Completion for each signature. We will preserve that evidence as described in the Privacy Policy (opens in a new tab). Whether a particular signature is legally sufficient in a particular dispute is a legal question that depends on facts outside Runnel; we do not warrant the outcome.
• Tax forms. Runnel collects Form W-9 information and renders it on the IRS form so you can meet your own reporting duties. We do not file anything with the IRS, do not verify taxpayer identification numbers, and do not provide tax advice. Deciding whom to pay, how to classify them, and what to report is your responsibility.
• Minors. Where a release is for a minor, Runnel requires a parent or guardian co-signature. You remain responsible for any additional requirements (such as state work-permit or court-approval rules) that apply to your production.

6. Acceptable use

You agree not to, and not to let anyone in your workspace:

• send paperwork, invitations, or reminders to people who have no connection to your production, or use the Service to send unsolicited bulk email;
• collect Social Security numbers, bank details, or other sensitive information from anyone without a legitimate hiring or payment purpose;
• impersonate another person or production, or misrepresent who a document is from;
• upload content that is unlawful, infringing, defamatory, or that you do not have the right to use;
• probe, scan, or test the vulnerability of the Service, circumvent rate limits, bot protection, or access controls, or access another workspace’s data — if you find a security issue, report it to runnel@soun-media.com and we will work with you in good faith;
• scrape the Service, or use automated tools to create accounts or workspaces; or
• reverse engineer the Service, resell it, or offer it to third parties as your own product.

We may suspend a workspace that we reasonably believe is breaching this section, and will tell the owner why unless the law prevents it.

7. Third-party services you connect

You may connect your own Google Drive to receive signed bundles, and an eligible workspace may connect a Notion database as a contact directory. Those connections use your accounts with those providers, are governed by their terms, and can be disconnected at any time from your workspace settings. We are not responsible for a third-party service’s availability, for changes it makes, or for what happens to files once they are in your Drive or your Notion workspace.

8. Fees

Runnel is free of charge during its invite-only period. If we introduce paid plans, we will publish the prices and give account holders at least 30 days’ notice before any charge applies to an existing workspace. Nothing you are using today will start costing money without that notice.

9. Availability and changes to the Service

• Runnel is an early-access product. We work hard to keep it up, but we do not promise uninterrupted or error-free operation, and we do not offer a service-level agreement during the invite-only period.
• Features marked Beta are still being tested; expect rough edges and possible changes.
• We may add, change, or remove features. If we retire something that materially affects how you use the Service, we will give reasonable notice and a way to export the affected data.
• Scheduled tasks (reminder emails and deletions) run on our schedule, not in real time, and depend on the email and hosting providers listed in the Privacy Policy.

10. Deletion, retention, and export

• Projects. A deleted project can be restored for 24 hours. After that, a scheduled job permanently deletes it and everything under it.
• Workspaces. A workspace owner may schedule the workspace for deletion. It can be restored from the link in the confirmation email until the scheduled time; after that, the workspace and all of its data are permanently deleted.
• Accounts. You can delete your account yourself from your account page after confirming your password. It is removed immediately. A workspace where you are the only member is deleted with it; a workspace where you are the only owner but others are members must be handed to another owner, or deleted, first.
• Sensitive submissions. A workspace admin can permanently erase a signer’s SSN/TIN and bank details at any time. We do not erase them on a timer; that decision stays with you.
• What survives. Tamper-evident signature records — the typed name, timestamp, IP address, browser details, and the hash of the document signed, containing no government identifiers or bank details — are retained as evidence that an agreement was executed, even after the content above is deleted.
• Export. You can download your call sheets, signed documents, W-9s, and contact lists as PDF or spreadsheet files from the Service at any time while your workspace is active. Do this before scheduling a deletion; we cannot recover data after the windows above.

11. Privacy

How we collect, use, protect, and share information is described in the Privacy Policy (opens in a new tab). It explains the two roles we play: we are the controller of your account data, and your processor for the crew and talent data you collect through Runnel.

12. Data Processing Addendum

Because you collect personal data — including government identifiers and bank details — from crew and talent through Runnel, the Data Processing Addendum (opens in a new tab) is part of these Terms and applies to that processing. If the DPA and these Terms conflict about personal data, the DPA controls.

13. Disclaimer of warranties

The Service is provided “as is” and “as available.” To the fullest extent permitted by law, SOUN disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will meet your requirements, that any document produced through it is legally sufficient, or that data will never be lost. Nothing on the Service is legal, tax, or accounting advice.

14. Limitation of liability

To the fullest extent permitted by law, SOUN will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to the Service or these Terms, however caused and under any theory of liability, even if we were told such damages were possible.

SOUN’s total liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (a) the amount you paid SOUN for the Service in the twelve months before the claim, or (b) one hundred U.S. dollars ($100).

Some jurisdictions do not allow certain limitations; in those places, the limitations apply to the fullest extent the law allows. These limits do not apply to a party’s gross negligence, willful misconduct, or fraud, or to your obligations under Sections 4, 6, and 15.

15. Indemnification

You will defend, indemnify, and hold harmless SOUN and its members, managers, and contractors from any third-party claim, and the resulting damages, costs, and reasonable attorneys’ fees, arising from (a) Customer Content, (b) the paperwork you send and the agreements you enter into through the Service, (c) your collection or handling of your crew’s and talent’s personal information, or (d) your breach of these Terms or of applicable law. We will notify you promptly of any such claim and cooperate reasonably at your expense.

16. Term, suspension, and termination

• These Terms apply from the moment you create an account until your account and every workspace you own are deleted.
• You may stop using the Service at any time. You can delete your account from your account page, and a workspace owner can schedule the workspace for deletion from its settings.
• We may suspend or terminate access if you materially breach these Terms, if required by law, or if continuing to provide the Service would create a security or legal risk. Where practical, we will give notice and a chance to cure first.
• If we decide to discontinue Runnel, we will give account holders at least 60 days’ notice and the ability to export their data before the shutdown.
• Sections 4, 10, and 13 through 19 survive termination.

17. Intellectual property and feedback

The Service — its software, design, text, and the Runnel and SOUN names and marks — belongs to SOUN and its licensors. These Terms do not transfer any of it to you; they give you a limited, revocable, non-exclusive right to use the Service as it is offered. If you send us suggestions or feedback, you agree we may use them without obligation to you.

18. Electronic communications

You agree that we may communicate with you electronically — by email to your account address and by notices inside the Service — and that those communications satisfy any requirement that a notice be in writing. Account, security, and legal notices are not marketing and cannot be opted out of while your account exists.

19. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, consistent with the DPA. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction. Before filing, the parties will try in good faith to resolve the dispute by contacting each other in writing and allowing 30 days for discussion.

20. Changes to these Terms

We may update these Terms as Runnel changes. When we do, we will revise the “Last updated” date above. For material changes we will email account holders or post a notice in the Service at least 14 days before the change takes effect, except where a change is required by law or addresses a security issue, in which case it may take effect sooner. Continuing to use the Service after the effective date means you accept the updated Terms.

21. General

• Entire agreement. These Terms, the DPA, and any order or plan terms we publish are the whole agreement between you and SOUN about the Service and replace any prior discussions.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of the Service, and will notify you if we do.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.
• No third-party beneficiaries. Except as stated in Section 15, these Terms create no rights for anyone other than you and SOUN.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages at the hosting and email providers listed in the Privacy Policy.

How to contact us

• Questions about these Terms: runnel@soun-media.com
• Security reports: runnel@soun-media.com
• Mail: SOUN L.L.C., 169 Madison Ave #2276, New York, NY 10016