Runway
Weighted across nine legal categories. Lower is worse.
Executive summary
Runway’s Terms of Use present a mixed risk profile, featuring explicit clickwrap acceptance and standard liability carve-outs, but heavily favoring the company through broad perpetual IP licenses, unilateral modification rights, and mandatory individual arbitration with class waivers. Consumers should exercise caution regarding immediate account termination without cure periods, overly broad indemnification triggers, and extensive AI training data rights granted upon content upload.
Category breakdown
Acceptance of Terms & Scope
Contract formation and service boundaries
The document uses a hybrid acceptance method combining explicit clickwrap with browsewrap elements, which dilutes consumer consent clarity. Age requirements are clearly stated (13+ with parental permission under 18), and scope is narrowly defined to specific services, APIs, and applications.
Key findings
- Hybrid clickwrap/browsewrap acceptance mechanism
- Clear age verification and parental consent thresholds
- Scope explicitly limited to listed services and APIs
Evidence from the document
BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING OR USING THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE
Recommendations
- Remove browsewrap and continued-use consent; require explicit clickwrap only
- Add a plain-language summary of key obligations for accessibility
User Accounts
Registration, suspension, and termination
Account termination is permitted immediately and without notice or cure period for vague triggers like 'reasonable grounds' to suspect inaccurate information. There is no appeal process, no data export right before closure, and public content may be retained indefinitely after deletion.
Key findings
- Immediate termination without notice or cure period
- Vague suspension/termination triggers based on subjective suspicion
- No data export provision; indefinite retention of public content post-termination
Evidence from the document
Company has the right to, immediately and without notice, suspend or terminate any Services provided to you.
Termination of all Services may also include deletion of your password and all related information, files and Content associated with or inside your Account
Recommendations
- Implement graduated enforcement with written notice and reasonable cure periods
- Provide a data export window before account closure and clarify retention limits
- Establish a human-reviewed appeal process for suspensions
Intellectual Property & UGC
Content ownership and licensing
While users retain ownership of their content, the platform secures an excessively broad, perpetual, irrevocable, and sublicensable license that explicitly permits commercial exploitation and AI model training. The license survives user deletion and lacks attribution or revenue-sharing mechanisms.
Key findings
- Users retain ownership but grant perpetual, irrevocable, worldwide licenses
- Explicit authorization for AI training using inputs and outputs
- No license termination clause tied to account deletion; no attribution or revenue share
Evidence from the document
you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right... to derive revenue or other remuneration from... incorporate it in other works in any form, media or technology now known or later developed
Inputs and Outputs may be used by the Company to train and improve its AI models... you hereby grant to the Company a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid, transferable, sublicensable right and license to use any Inputs and Outputs
Recommendations
- Limit licenses to purposes strictly necessary for service operation
- Require explicit opt-in for AI training usage and allow license revocation upon account deletion
- Consider attribution requirements or revenue-sharing for commercially exploited user content
Data Privacy
Data collection, usage, and protection
Core privacy commitments are deferred entirely to a separate Privacy Policy, leaving this document devoid of specifics on collection limits, retention periods, sharing practices, or GDPR/CCPA rights. The AI training clause implies broad data processing without granular opt-out controls visible here.
Key findings
- Privacy obligations explicitly deferred to a separate policy
- No visible data retention schedules or cross-border transfer safeguards
- AI training license implies broad data processing without clear opt-out mechanics
Evidence from the document
EXCEPT FOR COMPANY’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE COMPANY’S PRIVACY POLICY, COMPANY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT
Recommendations
- Integrate core privacy principles directly into the ToU or provide prominent inline links
- Specify data retention periods, security commitments, and easy opt-out mechanisms for AI training
- Confirm GDPR/CCPA rights (access, delete, portability) are honored and actionable
Payment & Subscriptions
Billing and subscription management
Auto-renewal is disclosed and cancellation is available online, matching signup convenience. However, the company reserves unilateral discretion to change fees at any time without advance renewal warnings, and explicitly denies pro-rated refunds or price protection, creating potential billing surprises.
Key findings
- Online cancellation matches signup method
- Unilateral right to change subscription fees at any time
- Explicit denial of pro-rated refunds and price protection
Evidence from the document
We may change the subscription terms or subscription fees at any time on a going forward basis in our discretion.
you will not be entitled to receive a prorated refund of any portion of the subscription fee paid for the then-current subscription period unless otherwise stated
Recommendations
- Require 30-day advance notice before any price increases take effect
- Offer pro-rated refunds for mid-term cancellations and clarify renewal reminder practices
- Remove promotional rate traps that auto-convert without explicit re-consent
Limitation of Liability
Risk allocation and legal protection
The limitation of liability is conspicuous and includes standard industry carve-outs for death, personal injury, fraud, and gross negligence. The cap ties to actual payments made or a $100 minimum, which preserves meaningful remedies while acknowledging statutory limitations.
Key findings
- Conspicuous formatting and clear basis-of-bargain acknowledgment
- Carve-outs preserved for gross negligence, fraud, and personal injury
- Liability cap tied to actual payments or a fixed floor
Evidence from the document
THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; (ii) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) A COMPANY PARTY’S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.
Recommendations
- Ensure the $100 minimum does not unfairly restrict free-tier users seeking statutory remedies
- Clarify that the cap applies per incident rather than cumulatively across multiple claims
Indemnification
Legal responsibility allocation
The indemnity trigger is overly broad, covering losses arising from mere 'use of, or inability to use, any Services,' which could expose consumers to costs without fault or breach. It is uncapped, covers attorney fees, and survives termination, though it includes a carve-out for company fraud.
Key findings
- Trigger includes 'inability to use' services, imposing liability without proven fault
- Uncapped exposure for losses and attorneys' fees
- Survives account termination; limited carve-out for company misconduct
Evidence from the document
You agree to indemnify and hold Company... harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: ... (b) your use of, or inability to use, any Services;
Recommendations
- Narrow indemnity to user breaches, unlawful conduct, or proven third-party IP infringement
- Cap indemnification amounts and remove 'inability to use' as a trigger
- Add reciprocal indemnification for company IP claims and ensure company-controlled defense
Modification of Terms
How agreements can be changed
Changes become effective immediately upon posting, with continued use deemed acceptance. While disputes/arbitration changes get a 30-day opt-out, general terms lack advance notice periods, version dating, or explicit rejection/refund pathways, creating retroactive risk.
Key findings
- Terms modify immediately upon posting without advance notice
- Continued use constitutes acceptance without active consent
- Arbitration clause gets 30-day opt-out, but general terms do not
Evidence from the document
Unless otherwise noted, the amended Terms of Use will be effective immediately, and your continued use of our Services confirms your acceptance of the changes.
Recommendations
- Implement 14-30 day advance email/in-app notice for all material changes
- Explicitly state prospective-only application and provide a clear right to cancel with pro-rated refund if terms are rejected
- Maintain a public changelog and dated version archive
Governing Law & Disputes
Jurisdiction and conflict resolution
Mandatory pre-dispute individual arbitration with class action and jury trial waivers significantly restricts consumer access to justice. Mitigating factors include a 30-day opt-out, local hearing venue, informal resolution step, and preserved small claims rights, but NY governing law and exclusive court venue remain burdensome.
Key findings
- Mandatory binding arbitration with class/jury waivers
- 30-day opt-out right and local hearing venue preserved
- Informal conference required; NY governing law and exclusive venue for litigation
Evidence from the document
YOU AND COMPANY AGREE THAT, EXCEPT AS SPECIFIED... EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York County, New York.
Recommendations
- Consider removing mandatory arbitration for certain consumer claims or ensure company pays all arbitration fees
- Clarify that state/federal consumer protection statutes cannot be waived
- Align exclusive venue with consumer residence to reduce travel burdens
Ex-TerCo provides automated analysis of legal documents for informational purposes. This is not legal advice. Terms can change at any time.