Terms of Service

1. Introduction and Acceptance of Terms

Welcome to Marketrun.io, an AI and software development company headquartered in Hyderabad, Telangana, India. These Terms of Service ("Terms") govern your access to and use of our website at https://marketrun.io and all related services, products, and deliverables (collectively, "Services") provided by Marketrun.io ("Company," "we," "us," or "our").

By accessing our website, engaging our services, submitting an inquiry, or signing a contract or statement of work, you ("Client," "User," or "you") acknowledge that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy and Cancellation and Refund Policy, which are incorporated herein by reference.

These Terms constitute a legally binding contract under the Indian Contract Act, 1872 and are subject to the Information Technology Act, 2000 and rules thereunder. The effective date of these Terms is June 1, 2025.

You must be at least 18 years of age or the age of majority in your jurisdiction to use our Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Definitions

For the purposes of these Terms:

• "Company" means Marketrun.io, its officers, employees, agents, and authorized representatives.
• "Services" means all software development, AI development, consulting, automation, website creation, mobile app development, and related services offered by the Company.
• "Client" or "User" means any individual or entity that accesses the website or engages the Company for Services.
• "Deliverables" means any software, code, designs, reports, or other work product created by the Company for a Client under a Statement of Work.
• "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or would reasonably be understood to be confidential.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Personal Data" has the meaning assigned under the Digital Personal Data Protection Act, 2023 ("DPDP Act").
• "Statement of Work" or "SOW" means a written document executed by both parties describing the specific scope, timeline, and fees for a particular engagement.
• "Platform" means the Marketrun.io website and any associated portals or dashboards.

3. Description of Services

Marketrun.io provides technology services to businesses, including but not limited to:

• AI agents, automation workflows, and LLM integrations
• Custom software and SaaS platform development
• AI-optimized website creation (Next.js, AEO/GEO-ready)
• Mobile application development (iOS and Android)
• Open-source software deployment and configuration
• Windows desktop software development
• IT consulting, cloud architecture, and DevOps
• AI mentorship and training programs

The specific scope, deliverables, timelines, and fees for each engagement are defined in a mutually executed Statement of Work ("SOW") or project contract. In the event of any conflict between these Terms and an executed SOW, the SOW shall govern for that specific engagement.

Services are delivered primarily by remote teams based in India. The Company reserves the right to modify, update, or discontinue any Service with reasonable notice.

4. Eligibility and Account Registration

To engage our Services, you must be at least 18 years of age and have the legal capacity to enter into binding contracts. If acting on behalf of a company or organization, you must have authority to bind that entity.

Where account registration is required, you agree to provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately at hello@marketrun.io if you suspect any unauthorized use of your account.

The Company reserves the right to refuse service, terminate accounts, or cancel engagements at its sole discretion, including for non-compliance with these Terms.

5. License Grant

Subject to payment of all applicable fees and compliance with these Terms, the Company grants you a non-exclusive, non-transferable, revocable license to use the Deliverables and, where applicable, the Platform, solely for your internal business purposes.

Unless otherwise stated in the applicable SOW:

• You may not sublicense, sell, resell, transfer, assign, or otherwise exploit the Services or Deliverables for commercial purposes beyond your own use.
• You may not reverse engineer, decompile, or attempt to extract the source code of any proprietary software component.
• Custom-developed code or software created exclusively for you under a paid SOW, and for which full payment has been received, will be assigned to you upon completion unless otherwise agreed.

6. Acceptable Use Policy

In compliance with the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, you agree not to use the Platform or Services to:

• Publish, transmit, or distribute content that is grossly harmful, defamatory, obscene, pornographic, pedophilic, libelous, invasive of privacy, hateful on grounds of race, religion, or gender, or otherwise violates applicable law.
• Threaten national security, public order, or sovereignty of India.
• Engage in or facilitate unauthorized access to computer systems or networks.
• Deploy malware, viruses, ransomware, or any malicious code.
• Conduct denial-of-service attacks, data scraping, or automated abuse of the Platform.
• Impersonate any person, entity, or Marketrun.io employee.
• Violate any applicable Indian or international law, regulation, or court order.
• Use the Services for any unlawful, fraudulent, or deceptive purpose.

Violation of this Acceptable Use Policy may result in immediate suspension of Services without refund and may be reported to applicable law enforcement authorities.

7. Fees, Payment Terms and Billing

Fees for Services are as agreed in the applicable SOW or as listed on our Pricing page. All fees are exclusive of applicable taxes unless stated otherwise.

7.1 Payment Currency

• Indian Clients: Invoices are denominated in Indian Rupees (INR). GST will be applied at applicable rates.
• International Clients: Invoices are denominated in US Dollars (USD) or as agreed. Cross-border payments are subject to applicable banking and foreign exchange regulations.

7.2 Payment Schedule

Standard payment terms require a 50% advance before project commencement and the remaining balance upon delivery or as defined in the SOW. Retainer agreements are billed monthly in advance.

7.3 Late Payments

Invoices are due within 7 days of the invoice date unless otherwise stated. Overdue invoices may accrue interest at the rate of 18% per annum (or the maximum rate permitted by law). The Company reserves the right to suspend Services for non-payment after 14 days of an overdue invoice.

7.4 Taxes

You are responsible for all taxes applicable to your purchase, including but not limited to GST, withholding taxes, and any applicable US taxes. The Company will issue GST-compliant invoices to Indian clients.

8. Intellectual Property Rights

8.1 Pre-Existing IP

Each party retains ownership of its pre-existing intellectual property. Nothing in these Terms transfers any pre-existing IP from one party to the other.

8.2 Deliverables Ownership

Upon receipt of full payment, the Company assigns to the Client all rights, title, and interest in the custom Deliverables created exclusively for that Client under the applicable SOW, except for:

• The Company's proprietary tools, frameworks, libraries, and methodologies ("Company Tools"), for which the Client receives a perpetual, non-exclusive license for use within the Deliverables.
• Third-party open-source or licensed software included in Deliverables, which remains subject to its original license.

8.3 Company IP

All content on the Marketrun.io website, including but not limited to text, graphics, logos, and code, is the exclusive property of the Company and is protected under applicable copyright law. Unauthorized use is prohibited.

8.4 Portfolio Rights

Unless explicitly prohibited in the SOW, the Company may reference the Client's name and describe the nature of the project in its portfolio and marketing materials.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without prior written consent, using the same degree of care used to protect its own confidential information, but no less than reasonable care.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without use of the Confidential Information; or (d) must be disclosed pursuant to a court order or applicable law, provided the disclosing party is given reasonable prior notice.

Confidentiality obligations survive the termination of these Terms for a period of 3 years, or as otherwise specified in the applicable SOW. Breach of confidentiality obligations may give rise to liability under Section 72 of the IT Act, 2000.

10. Data Protection and Privacy

The Company processes personal data in accordance with its Privacy Policy, the Digital Personal Data Protection Act, 2023, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and, where applicable, the California Consumer Privacy Act (CCPA).

Where the Company processes personal data of the Client's customers or employees as a data processor, the parties agree to execute a Data Processing Agreement (DPA) upon request.

Cross-border transfer of personal data shall be conducted in accordance with applicable law, including Section 16 of the DPDP Act, 2023.

11. Third-Party Services

Our Services may integrate with or depend on third-party tools, APIs, cloud platforms, or open-source software (e.g., OpenAI, Google Cloud, AWS, Supabase, n8n). These third-party services are governed by their own terms and privacy policies. The Company is not responsible for the availability, performance, or data practices of third-party services.

The Company will disclose material third-party sub-processors to Clients upon request.

12. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services and Deliverables are provided "as is" and "as available" without any warranty of any kind. The Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

The Company does not warrant that the Services will be uninterrupted, error-free, completely secure, or free of harmful components. The Company does not warrant that any specific business outcomes (e.g., revenue growth, cost savings, AI accuracy rates) will be achieved through the use of its Services.

Note: Under the Indian Consumer Protection Act, 2019, certain implied rights may not be excludable for consumer transactions.

13. Limitation of Liability

To the maximum extent permitted by applicable law, the Company's aggregate liability arising out of or in connection with these Terms or the Services shall not exceed the total fees paid by the Client to the Company in the three (3) months preceding the event giving rise to the claim.

In no event shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, even if the Company has been advised of the possibility of such damages.

Carve-outs: The above limitations do not apply to liability arising from (a) gross negligence or willful misconduct; (b) death or personal injury; (c) fraud or fraudulent misrepresentation; (d) breach of confidentiality obligations; or (e) infringement of a third party's intellectual property rights.

14. Indemnification

By the Client: You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your misuse of the Services; (c) your violation of any applicable law; or (d) any third-party claim arising from your content or data.

By the Company: The Company agrees to indemnify you against third-party claims that the Deliverables infringe upon any third party's intellectual property rights, provided that you promptly notify the Company in writing of any such claim, grant the Company sole control of the defense, and cooperate fully in the defense.

15. Termination

15.1 Termination by Either Party

Either party may terminate an engagement by providing 30 days written notice to the other party, subject to the Cancellation and Refund Policy.

15.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 14 days of written notice; (b) becomes insolvent or files for bankruptcy; or (c) engages in unlawful conduct.

15.3 Effect of Termination

Upon termination: (a) all outstanding fees for work performed become immediately due; (b) each party will return or destroy the other party's Confidential Information; (c) the Client's license to use the Services is revoked; and (d) any Deliverables for which full payment has been received will be transferred to the Client.

15.4 Survival

The following sections survive termination: Intellectual Property (Section 8), Confidentiality (Section 9), Limitation of Liability (Section 13), Indemnification (Section 14), and Governing Law (Section 18).

16. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, civil unrest, government actions, pandemics, internet or infrastructure failures, or cyberattacks ("Force Majeure Events").

The affected party must notify the other party in writing within 5 business days of the commencement of a Force Majeure Event. If a Force Majeure Event continues for more than 30 days, either party may terminate the affected engagement with a pro-rata refund for unperformed work.

17. Grievance Redressal Mechanism

In compliance with the Consumer Protection (E-Commerce) Rules, 2020 and the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the following Grievance Officer has been designated:

Complaints may also be filed with the National Consumer Helpline at 1915 or via consumerhelpline.gov.in.

18. Governing Law and Dispute Resolution

18.1 Governing Law

These Terms are governed by the laws of the Republic of India, without regard to its conflict of law principles. For Indian Clients, the courts of Hyderabad, Telangana shall have exclusive jurisdiction.

18.2 International Clients

For Clients based outside India, disputes shall first be subject to good-faith negotiation, followed if necessary by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The seat of arbitration shall be Hyderabad, India, and proceedings shall be conducted in English.

18.3 Dispute Resolution Process

Prior to initiating any formal dispute resolution, the parties agree to attempt to resolve the dispute in good faith through negotiation for a period of 30 days from the date of written notice of the dispute. Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

19. Modifications to These Terms

The Company reserves the right to modify these Terms at any time. Material changes will be notified to registered users via email or through a prominent notice on the website at least 30 days before the changes take effect. Non-material changes take effect immediately upon publication.

Continued use of the Services after the effective date of any modifications constitutes your acceptance of the updated Terms. In compliance with the IT Rules 2021, users will be notified annually of their right to terminate access if they do not accept the Terms.

20. General Provisions

• Entire Agreement: These Terms, together with any executed SOW and our Privacy Policy and Cancellation and Refund Policy, constitute the entire agreement between the parties and supersede all prior agreements.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Failure to enforce any provision shall not constitute a waiver of that provision.
• Assignment: You may not assign your rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: Notices under these Terms must be in writing and sent to the addresses specified herein or in the applicable SOW.
• Language: The governing language of these Terms is English.
• Export Controls: You agree to comply with all applicable Indian and international export control laws in connection with your use of the Services.

If you have any questions about these Terms of Service, please contact us at legal@marketrun.io or write to us at Marketrun.io, Hyderabad, Telangana, India - 500001.