Terms of Service

Version 1.3.1 · Last updated May 4, 2026

These Terms of Service (the “Terms”) are a binding legal agreement between Boost Run, Inc. and you, the User. By accessing or using the Services, you agree to be bound by these Terms and all documents incorporated by reference. If you do not agree, you must not access or use the Services.

1. Definitions

• Boost Run, Inc.: Hereinafter referred to as “Boost Run,” “We/we,” “Our/our,” or “us.”
• Terms: The contents of this Terms of Service document, together with all documents incorporated herein by reference, including the Acceptable Use Policy, Privacy Policy, Security Policy, Service Level Agreement, Data Processing Addendum (where applicable), and any executed Order or Boost Run Service Agreement.
• Policies: Includes the Terms as well as the privacy and security policies located here:
  • Terms of Service: docs.boostrun.com/policies/terms
  • Privacy Policy: docs.boostrun.com/policies/privacy
  • Security Policy: docs.boostrun.com/policies/security
• User: Person or legal entity reading these Policies. Also referred to as: “user,” “Users/users” or “You/you/your.” Where a User accesses the Services on behalf of a company or other legal entity, “User” and “Customer” shall include that entity, and the natural person accepting these Terms represents and warrants that they have authority to bind such entity.
• Equipment: GPU servers, CPU servers, Storage servers, and other AI accelerator devices made available by Boost Run as part of the Services.
• Platform: The web user-interface and API that enables a User to view, configure, and rent Equipment directly from Boost Run.
• Services: All informational and promotional content and functionality on the main domain and sub-domains of the Boost Run website located at boostrun.com. Also includes any Boost Run hardware and software infrastructure, all Platform-specific services, support services, professional services, and any other product or service offering made generally available by Boost Run from time to time.
• Illegal Content: Any content that infringes third-party rights, including copyright, defamation, hate speech, or criminal material.
• Notice: A legal request or complaint about illegal or infringing content.
• Spam: Bulk messages sent without consent.
• Affiliate: With respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity.
• Order or Order Form: An ordering document for the Services that is accepted online or otherwise mutually executed by the parties and that is governed by these Terms and the Boost Run Service Agreement.
• Customer Data: Any data, content, code, models, weights, datasets, or other materials uploaded, transmitted, generated, processed, or stored by or on behalf of a User in connection with the Services.
• Authorized User: An employee, contractor, or other agent of Customer to whom Customer has granted access to the Services and for whose acts and omissions Customer remains fully responsible.
• Authentication Credentials: Any account login, password, API key, access token, or other credential issued or generated by Boost Run for use with the Services.
• Confidential Information: Any non-public information disclosed by one party to the other, whether orally or in writing, that is either marked or designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Boost Run shall include the Services, Documentation, pricing, and the terms of any Order and the Boost Run Service Agreement.
• Beta Services: Any features, services, or functionality that Boost Run identifies as alpha, beta, preview, early access, or limited release. Beta Services are provided as-is without warranty and are not subject to the SLA.
• Documentation: The user-facing technical and usage documentation that Boost Run makes generally available for the Services, as updated from time to time.
• Subcontractor: Any third party engaged by Boost Run to provide or support the Services, including upstream colocation providers, network carriers, hardware suppliers, and software-as-a-service vendors.
• Third-Party Products: Any software, services, or systems not supplied by Boost Run that the Customer chooses to use with or interoperate with the Services.
• SLA: The Boost Run Service Level Agreement applicable to the Services, as referenced in the relevant Order.
• Fees: The amounts payable by Customer for the Services as set forth in an Order or as published on the Platform from time to time.
• Service Agreement: The Boost Run Service Agreement (currently v1.5.2), which is the master agreement governing Customer’s use of the paid Services.
• Boost Run Property: (i) the Platform, the Equipment, and the Services; (ii) the Documentation; (iii) all data, content, materials, facilities, networks, systems, and software supplied by Boost Run or its contractors in connection with the Services; and (iv) all modifications, derivative works, enhancements, updates, and upgrades to any of the foregoing.
• Customer-Provided Products: All software, products, or services installed or executed by Customer or any User on the Platform or in connection with the Services, including any Third-Party Products.
• Data Incident: Any breach of security resulting in accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access to Customer Data.
• Force Majeure Event: Any event or circumstance beyond a party’s reasonable control, including without limitation acts of God; acts of war, terrorism, or civil unrest; blockades; public riots; fire; storm; flood; hurricane; tsunami; earthquake; explosion; vandalism; cable or fiber cuts; labor disputes or shortages; failures of internet service provider networks; pool operator failures; denial-of-service or distributed denial-of-service attacks; power grid outages; hacking or malicious attacks on networks, exchanges, or systems; national emergencies; pandemic or epidemic; unforeseen delays in shipping or importation of equipment; or acts or omissions of governmental or regulatory authorities.
• Holdover: Customer’s continued use, occupancy, or retention of access to any servers or resources allocated under these Terms or any Order after the expiration or termination thereof, without Boost Run’s prior written consent.
• Usage Information: Data concerning Customer’s or its Users’ use of the Services, including performance, capacity, and operational metrics. Boost Run retains all intellectual property rights in Usage Information; it is not Customer’s Confidential Information once aggregated and de-identified.

2. General

Boost Run provides these Terms to govern your access to and use of our Services. By accessing or using our Services, you agree to comply with and be bound by these Terms.

These Terms supplement, and do not replace, the Boost Run Service Agreement that governs paid use of the Platform. The Service Agreement is a master agreement and these Terms, all Orders, the Acceptable Use Policy, the Service Level Agreement, the Privacy Policy, the Security Policy, the Data Processing Addendum (where applicable), and any other ancillary document (collectively, “Related Documents”) are subject to and incorporate by reference the Service Agreement. In the event of any conflict between these Terms and any Related Document, the order of precedence shall be: (1) the executed Order Form; (2) the Service Agreement; (3) the Data Processing Addendum (if any); (4) these Terms; (5) the Acceptable Use Policy; (6) the SLA; (7) the Privacy Policy; and (8) the Security Policy. No Related Document shall be deemed to amend, modify, or waive any provision of the Service Agreement unless it expressly so states and is executed by authorized representatives of both parties.

3. Acceptance of Terms

By accessing or using our Services, you confirm that you:

• Are at least 18 years old and have the legal capacity to enter into these Terms.
• Understand that the use of all Boost Run Services is governed by these Policies.
• Will comply with all applicable laws and regulations, including, without limitation, applicable U.S. federal law, the laws of the State of Illinois, U.S. export control laws and regulations administered by the Bureau of Industry and Security (including the Export Administration Regulations and any restrictions specifically applicable to advanced computing items and integrated circuits), U.S. economic and trade sanctions administered by the Office of Foreign Assets Control, and the laws of any other jurisdiction applicable to your use of the Services.
• Understand that Boost Run may amend these Policies from time to time in accordance with the “Changes to These Terms” section below.
• Understand that for the full use of the Platform, you will need to read and agree to the Boost Run Service Agreement document.
• Understand that the Policies, other related Service documents, and the Boost Run Service Agreement document will be accessible on the Platform once access is granted to the User.
• Have read, understood, and agreed to comply with these Policies.
• Understand that if you do not agree with the Policies, you should stop using our Services.

4. Electronic Acceptance

BY CLICKING “I ACCEPT,” “I AGREE,” “SUBMIT,” OR ANY SIMILAR BUTTON OR CHECKBOX, OR BY ACCESSING, DOWNLOADING, INSTALLING, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN THEIR ENTIRETY. YOU AGREE THAT SUCH ACTION CONSTITUTES A LEGALLY BINDING SIGNATURE AND YOUR EXPRESS CONSENT TO THESE TERMS OF SERVICE.

If you do not agree to these Terms of Service, you must not access or use the Service. These electronic signatures shall have the same legal effect as handwritten signatures.

You represent and warrant that you have the legal capacity and authority to enter into these Terms of Service. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these Terms of Service.

5. Account Registration

Platform Description

You can obtain access to the Platform by emailing us at info@boostrun.com and requesting access. Boost Run will evaluate your request and may schedule a meeting via video conferencing or in-person prior to granting access. Users may view Boost Run Equipment pricing once they log into the Platform. In order to configure and rent Equipment from Boost Run, the User agrees to read and accept the Boost Run Service Agreement, which will be provided to the User within the Platform.

5.1 Platform Account Creation and Use

To use our Platform, you must create an account (“Account”). You agree to:

• Provide accurate and up-to-date information for all login and organization-related data.
• Maintain the confidentiality of your Account credentials.
• Notify us immediately of any unauthorized use or breach of security.
• Grant Boost Run a limited, non-exclusive, royalty-free, worldwide license to use Customer Data solely as reasonably necessary to (i) provide, maintain, secure, and improve the Services; (ii) prevent, detect, and respond to fraud, abuse, security incidents, or violations of these Terms; and (iii) comply with applicable law, court order, or governmental request. Boost Run may also collect, use, and disclose aggregated or de-identified data derived from Customer’s use of the Services for any lawful business purpose, provided that such aggregated or de-identified data does not identify Customer or any individual.
• Only upload data, programs, or other related content that does not violate these Terms or any applicable law.
• Be solely responsible for all acts and omissions of your Authorized Users, who shall be subject to and bound by these Terms as if they were the Customer.
• Not share, transfer, license, or sublicense any Authentication Credentials or otherwise allow any third party to access the Services using credentials issued to you, except as expressly permitted in writing by Boost Run.

Boost Run reserves the right to suspend or terminate Accounts suspected of fraudulent, abusive, or unauthorized use.

5.2 Order Authorization Through Any Communication Channel

Orders may be placed by Customer (a) directly through the Platform via graphical user interface, application programming interface, or any other electronic means; or (b) by Boost Run on Customer’s behalf based on Customer’s express authorization, instructions, or requests communicated through any channel, including without limitation Slack, email, telephone, video conference, text message, or any other form of written or verbal communication. Customer acknowledges and agrees that any Order placed by Boost Run pursuant to Customer’s instructions, requests, or authorizations through any such channel shall be deemed fully authorized by Customer and shall be binding upon Customer with the same force and effect as if Customer had placed such Order directly through the Platform. Boost Run may rely upon and act in accordance with any instructions or requests received from Customer through such channels without any obligation to verify or confirm such instructions through alternative means.

5.3 Customer Security Obligations

Upon activation and delivery of access to the Platform, Customer assumes sole responsibility for the security configuration and hardening of all servers, instances, and resources within Customer’s environment. Without limiting the foregoing, Customer shall implement and maintain, at a minimum:

• Host-based and network-level firewall policies that restrict inbound and outbound traffic to only those ports, protocols, and services required for Customer’s legitimate business operations;
• IP address whitelisting or other access controls that restrict remote access (including SSH, RDP, and API access) to authorized IP addresses and networks only;
• The disabling of all unnecessary services, ports, and default accounts on all servers and instances provisioned under these Terms;
• The timely application of security patches and updates to all Customer-installed operating systems, applications, and dependencies;
• Intrusion detection and/or prevention systems appropriate to Customer’s environment; and
• Compliance with all applicable industry security standards relevant to Customer’s use of the Services.

If Boost Run reasonably determines that Customer’s security practices, configurations, or lack thereof pose an actual or potential threat to the Platform, the Boost Run network, or other Boost Run customers, Boost Run may, in addition to any other rights and remedies, take any or all of the following actions:

• Notification and Mandatory Remediation. Boost Run shall notify Customer in writing of the identified deficiency and specify the required remediation measures. Customer shall complete such remediation within twenty-four (24) hours of receipt of such notice (or such shorter period as Boost Run reasonably determines is necessary in the case of an active or imminent threat).
• Service Suspension. If Customer fails to complete the required remediation within the timeframe specified above, Boost Run may immediately suspend Customer’s access to the Services, in whole or in part, without further notice and without liability to Customer, until Customer has remediated the deficiency to Boost Run’s reasonable satisfaction.
• Node Suspension and Reclamation. Boost Run may immediately suspend, isolate, power down, or reclaim any server node(s) allocated to Customer if Boost Run reasonably determines that such node(s) are the source of, or are contributing to, a security threat to the Platform or other customers.
• Mandatory Firewall Policy. Boost Run may require Customer to implement a Boost Run-designated minimum firewall policy. Customer shall implement such policy within twenty-four (24) hours of written notice. If Customer fails to implement the required policy within such period, Customer hereby expressly consents to Boost Run implementing such policy directly on Customer’s servers via BMC (Baseboard Management Controller) access or equivalent out-of-band management access, and Customer waives any claim arising from such implementation.
• Termination for Cause. If Customer fails to complete required remediation within seven (7) days of Boost Run’s initial written notice (or such shorter period as Boost Run specifies for active threats), Boost Run may terminate these Terms and all Orders immediately for cause, without any obligation to refund prepaid Fees.
• Cost Recovery. Customer shall promptly reimburse Boost Run for all reasonable costs, expenses, and damages incurred by Boost Run arising from or related to Customer’s security non-compliance, including without limitation: (i) costs to investigate, contain, and remediate any security incident attributable to Customer’s environment; (ii) costs to notify other affected customers or regulatory authorities; (iii) costs to restore or repair the Platform; and (iv) any liability imposed on Boost Run by third parties as a result of such security incident. Such costs shall be added to Customer’s next invoice as additional Fees.

Customer shall indemnify, defend, and hold Boost Run, its Affiliates, and their respective officers, directors, employees, agents, and contractors harmless from and against any losses, damages, claims, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to Customer’s failure to comply with the security obligations set forth in this section, including any claims by third parties whose data or systems are affected by a security incident originating from Customer’s environment. This indemnification is independent of, and not subject to the cap on, the general indemnification under Section 11.6.

6. Fees, Payment, and Taxes

Fees. Customer shall pay all Fees specified in the applicable Order or otherwise published on the Platform at the time of provisioning. All Fees are quoted and payable in United States Dollars. Except as expressly stated otherwise in an Order or required by applicable law, all Fees are non-refundable and payment obligations are non-cancellable.

Invoicing and Payment. Unless otherwise specified in the Order, Customer shall pay invoiced amounts upon the invoice date. Customer authorizes Boost Run to charge any payment method on file for amounts due, including recurring fees and any other charges Customer incurs in connection with the Services. Customer shall reimburse Boost Run for all chargebacks and bank-declined or disputed-transaction fees imposed by Boost Run’s payment processor.

Late Payment. Any amount not paid when due shall accrue interest from the due date at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, plus reasonable costs of collection (including attorneys’ fees).

Suspension for Late Payment. Boost Run may, upon five (5) business days’ written notice, suspend access to the Services if any invoice remains unpaid for more than fifteen (15) days past the due date. Such suspension shall not relieve Customer of its obligation to pay all Fees accrued through and including the date of suspension, and payment obligations shall recommence immediately upon restoration of access.

Acceleration. If Customer fails to pay any invoice within thirty (30) days of the due date, Boost Run may, at its sole election, declare all remaining unpaid Fees for the then-current term immediately due and payable, without further notice (an “Acceleration”). Any Acceleration shall not constitute a termination of these Terms, and Boost Run’s other rights and remedies shall remain unaffected.

Authorization to Charge. Customer authorizes Boost Run to charge any payment method on file for all amounts due under these Terms, including overdue Fees, accrued interest, and collection costs, without requiring further written authorization from Customer for each charge. Boost Run shall provide Customer with advance written notice of at least two (2) business days prior to charging any amount exceeding the most recent prior invoice amount by more than twenty-five percent (25%).

Collection Costs. Customer shall be responsible for all costs incurred by Boost Run in connection with collecting overdue Fees and interest, including court costs, arbitration fees, and reasonable attorneys’ fees.

Disputed Fees. Any fee disputes must be submitted to Boost Run in writing within thirty (30) days of the invoice date, identifying the specific disputed amounts and the basis for the dispute, or the invoice will be deemed accepted in full. Undisputed amounts shall be paid by the invoice due date regardless of any pending dispute.

Taxes. Fees do not include any sales, use, value-added, withholding, gross receipts, or similar taxes (collectively, “Taxes”), other than Taxes imposed on Boost Run’s net income. Customer is responsible for all Taxes associated with its purchase of the Services. If Boost Run is required to collect or remit such Taxes, the corresponding amounts shall be added to the invoice.

Tax Gross-Up. If Customer is required by applicable law to withhold any taxes from the Fees, the Fees payable to Boost Run shall be increased so that Boost Run receives the same net amount, after withholding, as it would have received absent the withholding. Customer shall provide Boost Run with all documentation necessary to support any tax credit Boost Run may claim with respect to such withholding.

Promotional Credits. Boost Run may, in its sole discretion, issue promotional credits, free-trial credits, or service credits. Such credits have no cash value, are non-transferable, expire as set forth in the applicable program terms (and in any event no later than twelve (12) months after issuance), may only be applied to Fees for the Services for which they were issued, and may be revoked or canceled by Boost Run for abuse, misrepresentation, or violation of these Terms.

Price Changes. Boost Run may modify the Fees for any Service at any time, with such changes taking effect (i) immediately for on-demand consumption-based usage, upon at least thirty (30) days’ prior notice posted to the Platform or sent to Customer’s account email, and (ii) at the end of the then-current term, for committed-use, reserved, or fixed-term Services.

7. Service Levels and Support

Boost Run will provide the Services in accordance with the Service Level Agreement (“SLA”) published at boostrun.com/sla.html and as referenced in any Order. The SLA describes the applicable uptime targets, downtime exclusions, planned-maintenance windows, support response times, and financial-credit remedies. Service credits issued under the SLA are Customer’s sole and exclusive remedy for any failure of the Services to meet the SLA. The SLA does not apply to Beta Services or to outages caused by force majeure, Customer’s acts or omissions, Third-Party Products, or upstream transit-provider networks not within Boost Run’s reasonable control.

8. Beta Services

From time to time, Boost Run may make Beta Services available for evaluation. Beta Services are provided “as-is” and “as available,” without warranty of any kind, are not subject to the SLA, may be modified, suspended, or discontinued at any time without notice, and may be subject to additional terms presented at the time of access. Boost Run’s liability with respect to Beta Services is limited to the maximum extent permitted by applicable law.

9. Acceptable Use Policy

This Acceptable Use Policy (“AUP”) outlines the prohibited activities and usage of Boost Run’s Services. Failure to adhere to this AUP may result in suspension or termination of your access to the Services.

9.1 Prohibited Content and Activities

Boost Run strictly prohibits the use of its Services to store, distribute, or facilitate illegal, harmful, or fraudulent content, including but not limited to the activities described below.

Illegal Activities

Boost Run may immediately suspend or terminate your access without prior notice if you engage in:

• Criminal or fraudulent activities, including fraud, identity theft, or financial scams.
• Child exploitation or the dissemination, promotion, or facilitation of child pornography.
• Unauthorized access (hacking, cracking, or phishing) or distributing tools that enable such activities, including the development, training, or fine-tuning of artificial intelligence models intended primarily to facilitate unauthorized access, credential theft, or evasion of security controls.
• Terrorist-related content or the promotion of violence, hate speech, or extremist ideologies.
• Illegal gambling or betting in violation of Illinois or U.S. federal law.

Restricted High-Risk and Sensitive Uses

You may not use the Services to:

• Develop, train, evaluate, or deploy artificial intelligence or machine-learning models for the design, development, or production of nuclear, chemical, biological, or radiological weapons, or other weapons capable of causing mass casualties.
• Generate, train on, or distribute child sexual abuse material (CSAM) or non-consensual intimate imagery, including AI-generated synthetic media of either category.
• Conduct biometric mass surveillance or social scoring of natural persons in a manner prohibited by applicable law.
• Operate the Services in support of any safety-critical activity (including the operation of nuclear facilities, air traffic control, life-support systems, or other use where failure of the Services could reasonably be expected to result in death, serious personal injury, or significant environmental damage), unless agreed in a separate written Order signed by an authorized officer of Boost Run.
• Engage in cryptocurrency mining or proof-of-work blockchain validation, except as expressly authorized by Boost Run in writing.

Intellectual Property Infringement

You may not upload, distribute, or facilitate access to:

• Copyrighted material without proper authorization.
• Pirated software, movies, music, books, or other intellectual property.
• Trademark violations, including misleading product representations.

Boost Run will respond to properly formatted notices of alleged copyright infringement under the Digital Millennium Copyright Act (DMCA) submitted to legal@boostrun.com. Repeat infringers will have their Accounts terminated.

Offensive and Harmful Content

You may not distribute or promote content that:

• Is defamatory, obscene, or abusive.
• Invades privacy, including non-consensual sexual content.
• Contains violent or explicit material, including bestiality or self-harm encouragement.

Malware and Disruptive Technology

You may not use Boost Run’s Services to:

• Distribute viruses, Trojan horses, worms, spyware, or ransomware.
• Deploy botnets or any unauthorized automated interactions with Boost Run’s platform.
• Introduce or spread any computer technology designed to expropriate or interfere with system data.

Prohibition of Falsified Data and Identity Fraud

Boost Run prohibits:

• Impersonation of individuals, businesses, or legal entities, including Boost Run employees.
• The use of fake identities, addresses, emails, or payment information.
• Misrepresentation of ownership or affiliation with any entity for deceptive purposes.

Prohibition of Spamming and Unsolicited Communications

You may not use the Services to:

• Send unsolicited bulk emails (spam) or unauthorized advertisements.
• Subscribe users to mailing lists without consent.
• Conduct phishing or deceptive advertising.
• Send fraudulent investment or pyramid scheme solicitations.
• Violate the CAN-SPAM Act, the Telephone Consumer Protection Act, the Canadian Anti-Spam Legislation, or any analogous law in any jurisdiction in which the recipient is located.

Prohibition of Network Attacks

You may not use the Services to:

• Launch distributed denial-of-service (DDoS) attacks.
• Interfere with the operation of third-party networks, websites, or applications.
• Engage in brute-force attacks, port scanning, or intrusion attempts.

Prohibition of Unauthorized Internet Scanning

• You may not perform network scanning, penetration testing, or security auditing without explicit authorization from Boost Run.
• Unauthorized reconnaissance of internet hosts using Boost Run’s infrastructure is prohibited.

Prohibition of Service Disruption and Unauthorized Access

• You may not attempt to disrupt or manipulate Boost Run’s platform or interfere with other users.
• Unauthorized access, tampering, or probing of third-party data is strictly prohibited.
• You may not access the Services for the purpose of building a competing product or service, or for benchmarking the Services for the benefit of a competitor of Boost Run.

Compliance with Laws and Regulations

You may not use the Services to:

• Develop or distribute applications or web services that facilitate unlawful activities.
• Violate state, federal, or international laws, including Illinois consumer protection and cybersecurity laws.
• Engage in unethical or deceptive business practices.

Limitation on Network Resource Usage

Boost Run reserves the right to:

• Restrict access to certain network resources that may encourage misuse.
• Limit excessive use of trial credits or promotional offers.
• Grant or deny access to gaming, blockchain, or other high-bandwidth applications at its discretion.

Monitoring and Enforcement

Boost Run may monitor service usage to detect violations of this AUP. In response to misuse, Boost Run may:

• Suspend or terminate access without notice.
• Investigate and report violations to legal authorities.
• Perform memory dumps or forensic analysis of affected systems.

9.2 Customer-Provided Products and No Boost Run Warranty

Customer is solely responsible for obtaining and maintaining all rights, licenses, and credentials necessary to use any Customer-Provided Products. Customer is also responsible for the installation, operation, updating, and maintenance of all Customer-Provided Products. Boost Run does not provide any warranty, guarantee, or indemnification regarding any Customer-Provided Product or its operation in connection with the Services. Boost Run is not responsible or liable for any data exchange or interaction between Customer and any provider of any Customer-Provided Product.

9.3 Connection Reliability — Express Waiver

A high-speed Internet connection is essential for proper transmission, connectivity, and stability of the Services. Customer is responsible for procuring and maintaining the network connections that link Customer’s network to the Services, including compatible browser software and protocols accepted by Boost Run. Boost Run does not assume any responsibility for notifying Customer or its Users of software upgrades, updates, fixes, or enhancements, nor for any data compromise during transmission across networks not owned or controlled by Boost Run. Boost Run disclaims any liability whatsoever related to the reliability or performance of connections used by Customer or its Users to access the Services, and Customer hereby expressly waives any claim to the contrary.

9.4 Suspension Rights

Boost Run may, at its sole discretion and without incurring any liability to Customer, suspend, throttle, restrict, or terminate Customer’s access to the Services, in whole or in part, upon written or electronic notice (or immediately without notice in the case of subsections (b), (c), or (e) below), in the event of any of the following:

• An actual or suspected breach of these Terms or the Acceptable Use Policy by Customer or any User;
• Excessive utilization of the Services by Customer that adversely affects the availability, performance, or security of the Platform or the services provided to other Boost Run customers, including without limitation the mining of cryptocurrency or digital assets;
• Suspected unauthorized access to the Services, the Platform, or Boost Run’s systems or networks;
• A requirement imposed by applicable law, regulation, court order, subpoena, or demand from a regulatory or governmental authority;
• A Force Majeure Event;
• The need to prevent, limit, or cure a suspension, termination, or material breach of any third-party contract or service relied upon by Boost Run to provide the Services; or
• Planned or emergency maintenance.

Boost Run shall not be liable to Customer or any third party for any modification, suspension, throttling, restriction, termination, or discontinuation of Customer’s access to the Services, regardless of cause. Customer shall remain responsible for the payment of all Fees accrued through and including the effective date of suspension or termination, regardless of whether Customer was able to use the Services during such period.

9.5 Maintenance and Hardware Replacement Liability Waiver

Boost Run reserves the right to perform scheduled and unscheduled maintenance on the Platform, including hardware repairs, firmware updates, network maintenance, and component replacements. Boost Run shall use commercially reasonable efforts to provide Customer with advance notice of scheduled maintenance; provided, however, that Boost Run may perform emergency or unscheduled maintenance without prior notice when Boost Run reasonably determines such maintenance is necessary to preserve the integrity, security, or availability of the Platform. If any server or hardware component allocated to Customer requires repair or replacement that renders it unavailable for more than twenty-four (24) hours, Boost Run shall use commercially reasonable efforts to provision a replacement server of comparable specifications, subject to availability. Any such replacement may require Customer to reconfigure its environment, redeploy its software, and restore its data from Customer’s own backups. Boost Run shall not be liable for any data loss, downtime, or interruption of Customer’s operations arising from maintenance activities or hardware replacement, and Customer’s obligation to pay all Fees shall remain unaffected during any period of maintenance or hardware replacement.

10. Data Security and Privacy

10.1 Data Protection

• Users retain ownership of their data.
• The User is responsible for protecting their data from unauthorized access.
• Boost Run implements security measures to protect user data and aligns its security program with the latest SOC 2, HIPAA, ISO 27001, and GDPR standards.

10.2 Data Loss and Backups

• Users are responsible for maintaining backups of their data.
• Boost Run is not liable for data loss, corruption, or unavailability resulting from Service use.

10.3 Server Reuse and Sanitization

Customer acknowledges that, upon activation of Services, Customer assumes all responsibility for data residing on the provisioned servers and shall implement backup procedures prior to commencing production workloads. Customer further acknowledges that servers provisioned under these Terms may have been previously allocated to other Boost Run customers. Boost Run shall use commercially reasonable efforts to sanitize servers prior to provisioning; however, Boost Run disclaims all liability for any residual data from prior tenants. Customer shall perform its own verification of server state upon provisioning.

10.4 Usage Information

Boost Run monitors the performance and usage of the Services by its customers, including Customer and Users. This data, known as “Usage Information,” may be used by Boost Run for: (i) Business Operations and Improvement, including in aggregate, de-identified, and anonymous form, for electrical and power-usage performance analysis, usage trend analytics, capacity planning, and the development, improvement, and marketing of the Services; (ii) Regulatory and Legal Compliance, to the extent required by applicable law, regulation, court order, or governmental authority; and (iii) Corporate Transactions and Financing, including disclosure of aggregate, de-identified Usage Information (and, in connection with a financing, acquisition, or corporate transaction, customer-level usage metrics that do not identify Customer by name) to Boost Run’s prospective investors, existing investors, lenders, underwriters, prospective acquirers, and their respective legal and financial advisors, subject to customary confidentiality obligations. Boost Run retains all intellectual property rights in Usage Information; Usage Information is not Customer’s Confidential Information once aggregated and de-identified.

10.5 Legal Compliance

• Users must comply with all applicable data protection laws, including Illinois privacy laws and U.S. federal regulations.
• If a data breach occurs, upon detection, Boost Run will notify affected users as required by law.
• Where Customer’s use of the Services involves processing of personal data subject to the General Data Protection Regulation (GDPR), the United Kingdom GDPR, the California Consumer Privacy Act (CCPA), or other applicable data protection law, the parties shall execute Boost Run’s Data Processing Addendum, which is incorporated herein by reference upon execution. Customer is the controller and Boost Run is the processor of any personal data contained in Customer Data.
• Where Customer’s use of the Services involves protected health information (PHI) subject to the Health Insurance Portability and Accountability Act (HIPAA), the parties shall execute Boost Run’s Business Associate Agreement, or similar, before any PHI is uploaded to the Services.

11. Warranties, Disclaimers, Limitation of Liability, and Indemnification

11.1 Mutual Warranties

Each party represents and warrants to the other that (i) it has the legal right and authority to enter into and perform these Terms, (ii) its execution and performance of these Terms will not conflict with any other agreement to which it is a party, and (iii) it will comply with all laws applicable to its performance hereunder.

11.2 Customer Warranties

Customer represents, warrants, and covenants to Boost Run that, at all times: (i) it owns or possesses all necessary rights and authorizations to process, use, or handle Customer Data; (ii) it possesses all rights (including license or other usage rights) to any patents or other intellectual property rights necessary for, or to be used by, Boost Run in connection with the Services; (iii) it will comply, and will ensure that all Authorized Users comply, with these Terms (including the Acceptable Use Policy) regarding any access to or use of the Services; (iv) it will comply with all applicable laws in connection with its use of the Services; and (v) it will not use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of any third-party privacy rights, or use the Services in relation to any unlawful act.

11.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND BOOST RUN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BOOST RUN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED. BOOST RUN’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY THAT CANNOT BE LEGALLY EXCLUDED IS LIMITED TO EITHER SUPPLYING THE APPLICABLE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE APPLICABLE SERVICES AGAIN. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE NOT DESIGNED OR INTENDED FOR HIGH-RISK ACTIVITIES.

11.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, (B) CUSTOMER’S PAYMENT OBLIGATIONS, (C) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR (D) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: (1) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, OR COSTS OF SUBSTITUTE PROCUREMENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (2) BOOST RUN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO BOOST RUN UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Re-Supply Election. Notwithstanding the foregoing, Boost Run may, in its sole discretion, elect to satisfy any claim by Customer by re-supplying or re-working the applicable Services. Customer’s acceptance of such re-supply or re-work shall constitute Customer’s full and final satisfaction of the applicable claim and shall extinguish any further right of Customer to monetary damages with respect to such claim. Boost Run’s election to re-supply or re-work Services shall not waive or limit Boost Run’s right to invoke the aggregate liability cap with respect to any remaining or future claims.

Customer Liability Not Capped. The aggregate cap in this Section 11.4 applies solely to Boost Run’s liability to Customer and does not limit Customer’s liability to Boost Run. The following Customer obligations shall not be subject to or limited by the cap and shall be recoverable to their full extent: (i) Customer’s obligation to pay all Fees, interest, and collection costs; (ii) Customer’s indemnification obligations; (iii) damages, costs, or liabilities arising from Customer’s violation of the Acceptable Use Policy; (iv) damages arising from Customer’s failure to comply with its Customer Security Obligations, including any third-party claims attributable to a security incident originating from Customer’s environment; (v) either party’s obligations with respect to Confidential Information; and (vi) damages arising from Customer’s fraud, gross negligence, or willful misconduct.

Three-Times-Fees Sub-Cap. Notwithstanding the foregoing, each party’s aggregate liability arising out of or related to a breach of the Confidentiality section, the Data Security and Privacy section, or either party’s indemnification obligations (other than Boost Run’s IP indemnification, which is uncapped solely on Boost Run’s side, and Customer’s IP indemnification, which is uncapped on Customer’s side) shall not exceed three times (3x) the total Fees paid or payable by Customer under these Terms during the twelve (12) months preceding the event giving rise to the claim.

11.5 Indemnification by Boost Run

Boost Run will defend Customer from any third-party claim alleging that the Services, as provided by Boost Run and used by Customer in accordance with these Terms, infringe a U.S. patent, copyright, trademark, or trade secret, and will pay damages and costs finally awarded against Customer or agreed in settlement. Boost Run’s obligations do not apply to claims arising from (i) Customer Data, (ii) Customer’s use of the Services in combination with any product, service, or material not provided by Boost Run, (iii) modification of the Services other than by Boost Run, or (iv) Customer’s breach of these Terms (collectively, “Excluded Claims”). If the Services become, or in Boost Run’s reasonable opinion are likely to become, the subject of an infringement claim, Boost Run may, at its option, (a) procure for Customer the right to continue using the Services, (b) modify or replace the Services to make them non-infringing, or (c) terminate the affected Services and refund any prepaid, unused Fees.

11.6 Indemnification by Customer

Customer will defend, indemnify, and hold Boost Run, its Affiliates, and their respective employees, directors, officers, contractors, representatives, and assigns (the “Boost Run Indemnified Parties”) harmless from any direct damages incurred by any Boost Run Indemnified Party as a result of third-party claims, including any costs and expenses (including reasonable attorneys’ fees), arising from: (i) any allegation that Customer Data or any Customer-Provided Product infringes, violates, or misappropriates any patent, copyright, trademark, or trade secret right of a third party; (ii) Customer’s breach of these Terms, the Service Agreement, or any Order; (iii) any Excluded Claim (as defined in Section 11.5); (iv) any claim, investigation, fine, or penalty by a governmental or regulatory authority arising from Customer’s or any User’s processing of data on the Platform in violation of applicable law, including any Privacy Law; (v) any claim by a third party arising from a security incident attributable to Customer’s environment or Customer’s failure to comply with the Customer Security Obligations; or (vi) any claim arising from Customer-installed or operated software, code, artificial intelligence models, or configurations deployed on the Platform.

11.7 Indemnification Procedures

The party seeking indemnification shall (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement (provided that no settlement that admits liability or imposes any non-monetary obligation on the indemnified party shall be made without the indemnified party’s prior written consent), and (iii) provide reasonable cooperation at the indemnifying party’s expense.

12. Termination

12.1 User Termination

• Users may terminate their account at any time by contacting info@boostrun.com.
• No refunds will be provided for unused service time. The foregoing no-refund rule does not apply to (i) refunds expressly required by an executed Order, (ii) refunds owed under Boost Run’s indemnification obligations, or (iii) any refund required by applicable consumer-protection law.

12.2 Boost Run Termination

Boost Run may suspend or terminate a User’s account if:

• There is a violation of these Policies.
• Payment obligations are not met.
• Illegal activity or security risks are detected.
• A change in applicable law, regulation, or government order makes continued provision of the Services to the User unlawful or commercially impracticable.
• Required by a court order, subpoena, or governmental authority.
• For avoidance of doubt, for rentals only where there is no set termination or expiration date, Boost Run shall provide at least thirty (30) days notice to terminate the existing term with that Customer.

12.3 Effect of Termination

Upon termination of an Account, (i) Customer’s right to access and use the Services will immediately end, (ii) Customer must pay all Fees accrued through the date of termination and other remaining fees, (iii) each party will return or destroy the other party’s Confidential Information at the disclosing party’s election, and (iv) Boost Run may delete Customer Data after a reasonable retrieval period not to exceed thirty (30) days, except as otherwise required by applicable law. Boost Run may, without obligation to do so and without liability, delete Customer Data in its possession after termination. However, Boost Run may retain a copy of Customer Data in accordance with Boost Run’s bona fide data-retention practices and as required or permitted by applicable laws and regulations.

12.4 Holdover Fees and Reclamation Rights

If Customer continues to use, occupy, or retain access to any servers or resources allocated under these Terms after the expiration or termination of these Terms or any Order, without Boost Run’s prior written consent (a “Holdover”), then:

• Holdover Fees. Customer shall pay Boost Run Holdover Fees equal to one hundred fifty percent (150%) of the daily rate applicable to the relevant servers or resources (calculated as the monthly Order rate divided by thirty (30)) for each calendar day of the Holdover period, in addition to all other amounts owed under these Terms. Holdover Fees shall be invoiced immediately and shall be due within five (5) business days of invoice.
• No Renewal. A Holdover shall not constitute a renewal or extension of these Terms or any Order, and Boost Run shall not be obligated to provide any support, SLA commitments, or other services during the Holdover period.
• Immediate Reclamation Right. Upon expiration or termination, Boost Run shall have the right to immediately and without further notice: (i) terminate Customer’s access credentials; (ii) remotely power down any servers allocated to Customer via BMC or equivalent access; and (iii) wipe, reclaim, and re-provision such servers for other customers. Customer expressly consents to such actions and waives any claim arising from Boost Run’s exercise of these reclamation rights.
• Costs of Reclamation. Customer shall reimburse Boost Run for all reasonable costs incurred in connection with reclaiming servers from a non-vacating Customer, including costs to wipe, re-image, test, and re-provision servers, and any lost revenue resulting from Boost Run’s inability to provision such servers to other customers during the Holdover period.

12.5 No Automatic Renewal

These Terms and any Order shall not automatically renew under any circumstances. The Customer shall remain obligated to pay all Fees for the full duration of the Initial Term or any Extended Term, regardless of actual usage. No later than the applicable Notice Period set forth below prior to the expiration of the Initial Term or any subsequent term, Boost Run may either renew or reclaim the Services at the conclusion of the current term. Boost Run shall have sole discretion in making such determination.

Customer may, no later than the applicable Notice Period prior to the expiration of the current term, submit a written request to renew for the same term length or for a different term length. Any such renewal is subject to Boost Run’s written acceptance, which Boost Run may grant or withhold in its sole discretion.

Notice Periods. The required advance notice period prior to the expiration of the current term shall be: (i) On-Demand (no fixed term): one (1) day; (ii) one (1) month term: seven (7) days; (iii) three (3) month term: fourteen (14) days; (iv) six (6) month term: thirty (30) days; (v) twelve (12) month term: sixty (60) days; and (vi) twenty-four (24) month term or longer: ninety (90) days. For avoidance of doubt, for On-Demand rentals only where there is no set termination date, Boost Run shall provide at least thirty (30) days notice to terminate the existing term with the Customer.

12.6 Survival

The following sections survive termination of these Terms: Definitions; Fees, Payment, and Taxes (with respect to amounts accrued); Data Security and Privacy; Confidentiality; Warranties, Disclaimers, Limitation of Liability, and Indemnification; Termination (this section); Governing Law and Dispute Resolution; and any other provision that by its nature is intended to survive.

13. Confidentiality

Each party agrees to protect the Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information of like importance, and in any event no less than reasonable care. The receiving party may disclose Confidential Information only to its employees, Affiliates, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The receiving party may disclose Confidential Information as required by law or court order, provided that, to the extent legally permissible, it gives the disclosing party reasonable prior notice and an opportunity to seek a protective order. The obligations of this section shall continue for three (3) years after the disclosure of the Confidential Information, except that Confidential Information that constitutes a trade secret under applicable law shall be protected for so long as it remains a trade secret.

Notwithstanding the foregoing, Boost Run’s Confidential Information shall include the Boost Run Property, aggregate or anonymized pricing benchmarks, and the general terms of these Terms; provided, however, that (i) Boost Run may disclose general pricing information and the terms of these Terms to third parties in furtherance of Boost Run’s legitimate business, financing, or corporate purposes, subject to reasonable confidentiality obligations imposed on such third parties; (ii) Boost Run shall not disclose Customer-specific pricing or the specific financial terms of any Order to any third party identified by Customer in writing as a direct competitor of Customer, without Customer’s prior written consent; and (iii) Boost Run may disclose Customer-specific pricing and the terms of these Terms to its investors, lenders, prospective acquirers, and their respective advisors in connection with financing, due diligence, or corporate transactions, subject to customary confidentiality obligations.

14. Intellectual Property

14.1 Boost Run Property

As between the parties, Boost Run owns all right, title, and interest in and to the Services, the Platform, the Equipment, the Documentation, and all related intellectual property rights, including any improvements, derivative works, modifications, and enhancements, regardless of who develops them. Customer is granted only the limited, non-exclusive, non-transferable right to access and use the Services in accordance with these Terms; no other rights are granted by implication, estoppel, or otherwise.

14.2 Customer Data

As between the parties, Customer owns all right, title, and interest in and to Customer Data and any AI models, weights, outputs, or derivative works created by Customer using the Services. Customer’s pre-existing intellectual property rights are not transferred to Boost Run by virtue of these Terms.

14.3 Feedback

If Customer provides Boost Run with any suggestions, feature requests, comments, or other feedback regarding the Services (“Feedback”), Customer hereby grants Boost Run a perpetual, irrevocable, royalty-free, worldwide license to use and exploit such Feedback for any purpose, without obligation of attribution or compensation to Customer.

15. Governing Law and Dispute Resolution

These Terms and the Policies are governed by the laws of the State of Illinois, without regard to conflict of laws principles.

The terms and conditions contained in the Boost Run Service Agreement executed between the User and Boost Run shall take precedence over any conflicting provisions in these Terms and Policies. In the event of any inconsistency or conflict between the provisions of these Terms, Policies, and the Boost Run Service Agreement, the provisions of the Boost Run Service Agreement shall govern and control. User acknowledges and agrees that additional terms, conditions, and obligations may be imposed by the Boost Run Service Agreement that are not contained herein. All parties are advised to review the Boost Run Service Agreement carefully, as its provisions constitute binding obligations that may supersede or modify the rights and obligations set forth in this document.

15.1 Binding Arbitration

Any disputes will be resolved through binding arbitration in Cook County, Illinois, in accordance with the rules of JAMS. The arbitration shall be conducted before a single arbitrator under the JAMS Comprehensive Arbitration Rules and Procedures (or, for disputes seeking less than $250,000 in damages, the JAMS Streamlined Rules), in the English language. The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

15.2 Class Action Waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may not consolidate claims of more than one User and may not preside over any form of class or representative proceeding.

15.3 30-Day Opt-Out

A User may opt out of this arbitration provision (including the class-action waiver) by sending written notice to legal@boostrun.com within thirty (30) days of first accepting these Terms. The opt-out applies only to the arbitration provision; the rest of these Terms remain in effect.

15.4 Court Carve-Outs

Notwithstanding the agreement to arbitrate, the parties acknowledge that any action that is not subject to binding arbitration, including without limitation: (i) actions for equitable relief (including preliminary injunctions, temporary restraining orders, and specific performance); (ii) enforcement of an arbitration award; (iii) Boost Run’s collection of undisputed overdue Fees; and (iv) Boost Run’s enforcement of its intellectual property rights, shall be brought exclusively in the state courts of Cook County, Illinois, or, if federal jurisdiction exists, the United States District Court for the Northern District of Illinois, Eastern Division. Each party irrevocably and unconditionally: (A) consents to the personal jurisdiction of such courts; (B) waives any objection to venue; and (C) waives any claim of inconvenient forum. Service of process may be made by any method permitted by applicable law, including by first-class mail, overnight courier, or electronic means to the address on file.

15.5 Boost Run’s Right to Pursue Collection in Court

Notwithstanding the agreement to arbitrate, Boost Run shall have the right, at its sole election and without first submitting such claim to arbitration, to pursue collection of any undisputed overdue Fees, accrued interest, and associated collection costs in any court of competent jurisdiction, including without limitation the state or federal courts located in Cook County, Illinois. For purposes of this section, “undisputed” means any amount not subject to a timely written fee dispute submitted by Customer in accordance with Section 6. Customer’s right to submit any counterclaims or affirmative defenses to arbitration shall be preserved notwithstanding Boost Run’s election to pursue collection in court.

15.6 Loser-Pays Fee-Shifting

The costs of arbitration (including attorneys’ fees of each party) will be borne by the non-prevailing party in the arbitration, including the costs of transcribing the arbitration, as determined by the arbitrator.

15.7 Carve-outs for Equitable Relief and IP Claims

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction in connection with (i) any actual or threatened breach of confidentiality, (ii) any actual or threatened infringement, misappropriation, or violation of intellectual property rights, or (iii) any matter for which monetary damages would be inadequate. Each party submits to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, for any such matter.

16. Force Majeure

Except for payment obligations, neither party shall be liable for any delay or failure to perform under these Terms to the extent caused by a Force Majeure Event. The affected party shall give prompt notice and use commercially reasonable efforts to resume performance.

During any Force Majeure Event affecting Boost Run’s performance: (i) Customer’s obligation to pay all Fees that have accrued or been prepaid prior to the Force Majeure Event shall remain in full force and effect and shall not be excused or deferred; and (ii) Customer shall not be entitled to any service credits or Credits under the SLA for downtime caused by a Force Majeure Event. If a Force Majeure Event affecting Boost Run’s performance continues for more than thirty (30) consecutive days, Customer may terminate the affected Order(s), in which case Boost Run shall refund to Customer any prepaid, unused Fees attributable to Services not rendered during the Force Majeure period, calculated on a pro-rata daily basis. Such refund shall be Customer’s sole and exclusive remedy with respect to any Force Majeure Event.

17. Changes to These Terms

Boost Run reserves the right to update these Terms from time to time. Users should review boostrun.com/changelog for any updates related to these Terms. Boost Run will provide reasonable advance notice of material changes by (i) posting the revised Terms on the website with a new “Last Updated” date, and (ii) sending notice to the email address associated with the User’s Account. Material changes will become effective no earlier than thirty (30) days after the later of such posting or notice, except that changes required to comply with applicable law or to address a security risk may take effect immediately. Continued use of the Services after the effective date of the revised Terms constitutes acceptance of the revised Terms; if a User does not accept the revised Terms, the User may terminate the Account in accordance with the Termination section.

18. Miscellaneous

18.1 Assignment

Customer may not assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, without Boost Run’s prior written consent. Any attempted assignment by Customer in violation of this section shall be void and of no effect.

Boost Run may, without Customer’s consent: (i) subcontract or delegate any of its obligations to qualified third parties, provided that Boost Run remains responsible for the performance of such obligations; (ii) assign these Terms, in whole or in part, along with all associated rights and obligations, to an Affiliate of Boost Run; (iii) assign these Terms in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of Boost Run’s assets or equity; or (iv) assign, pledge, hypothecate, or transfer Boost Run’s right to receive Fees and other payments due under these Terms to any lender, financing party, or accounts receivable purchaser (each, a “Financing Party”), as collateral or otherwise, in connection with any financing arrangement. In connection with any such assignment to a Financing Party, Customer agrees to: (A) acknowledge the assignment in writing upon Boost Run’s request; (B) make payment of assigned Fees directly to the Financing Party if directed to do so by Boost Run in writing; and (C) not assert against the Financing Party any defenses, claims, or rights of set-off that Customer may have against Boost Run, except to the extent required by applicable law. Boost Run shall provide Customer with written notice of any assignment under (ii) through (iv) above within thirty (30) days of the effective date of such assignment.

18.2 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

18.3 Notices

Notices to Boost Run shall be sent in writing to: Boost Run, Inc., Attn: Legal, 5 Revere Drive, Suite 200, Northbrook, IL 60062, with a copy to legal@boostrun.com. Notices to Customer shall be sent to the email address on file with Customer’s Account, and notices given by such email shall be deemed received on the day sent (if a business day) or the next business day.

18.4 Severability

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

18.5 No Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.6 Publicity

Neither party may issue a press release or make any public statement specifically disclosing the financial terms or operational details of these Terms without the prior written consent of the other party, except as required by applicable laws or regulations or compelled by a governmental or regulatory authority. Notwithstanding the foregoing, Boost Run may, without Customer’s prior consent: (i) identify Customer by name, and display Customer’s publicly available name and logo, in Boost Run’s marketing materials, website, pitch materials, investor presentations, and filings with the Securities and Exchange Commission or other regulatory bodies, solely to identify Customer as a user of Boost Run’s Services; and (ii) disclose the general nature and duration of the business relationship with Customer to prospective investors, lenders, and acquirers in connection with due diligence or financing, subject to customary confidentiality obligations; provided, however, that (A) Boost Run shall not disclose Customer-specific pricing, Order volumes, or other material financial terms in any public statement without Customer’s prior written consent; and (B) Customer may, at any time, provide Boost Run with written notice requesting removal of Customer’s name and logo from Boost Run’s marketing materials, which Boost Run shall honor within thirty (30) days of receipt (but such removal shall not be required for materials already in circulation or filed with regulatory authorities prior to such notice).

18.7 Construction; Anti-Drafter Rule

The parties have had the opportunity to review these Terms. No rule of construction will be applied against any party based on its role in drafting these Terms. These Terms will be interpreted fairly in accordance with their terms and without any strict construction in favor of or against either party. The terms “include,” “includes,” and “including” will be deemed to be followed by the phrase “without limitation.” The term “or” will be interpreted in the inclusive sense commonly associated with “and/or.”

18.8 Entire Agreement

These Terms, together with the Boost Run Service Agreement (where executed), the Privacy Policy, the Security Policy, the Acceptable Use Policy, the SLA, the DPA (where applicable), and any Order, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous proposals, agreements, or communications, written or oral. In the event of conflict, the order of precedence is: (1) the Order, (2) the Boost Run Service Agreement, (3) the DPA, (4) these Terms, (5) the AUP, (6) the SLA, (7) the Privacy Policy, and (8) the Security Policy.

18.9 Government Use

The Services are commercial computer software developed at private expense and provided to U.S. government end users with only those rights customarily provided to the public, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFARS 252.227-7015 and DFARS 227.7202-3.

18.10 Anti-Corruption

Each party represents that it has not received or offered any improper payment or benefit in connection with these Terms and shall comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti-corruption laws.

19. Contact Information

For general questions or concerns regarding these Terms, please contact us at: info@boostrun.com.

For legal notices, intellectual property complaints (including DMCA notices), data-protection requests, and law-enforcement inquiries, please contact: legal@boostrun.com.