Terms of Collaboration & IP Ownership

2. 100% Intellectual Property (IP) Transfer & Code Ownership

We firmly reject the traditional agency model of locking clients into proprietary frameworks or charging recurring license fees for code you paid to build:

• Complete Assignment: Upon receipt of full payment for each project milestone or sprint deliverable, 2RUN OÜ irrevocably assigns, transfers, and conveys to the Client 100% of all worldwide right, title, and intellectual property interest in and to all custom source code, markup, stylesheets, assets, scripts, and documentation developed specifically for the project.
• Open-Source Permissive Engines: Underlying standard open-source runtimes and libraries (such as Astro, React, Tailwind CSS, and TypeScript) remain licensed under their respective permissive open-source licenses (MIT, Apache 2.0).
• Zero Hostage Codebases: All deliverables are committed directly to Client-owned or agency-designated GitHub/GitLab repositories, fully documented, decoupled, and portable without any dependency on 2RUN internal infrastructure.

3. Bilateral Non-Disclosure & Confidentiality

All proprietary technical specifications, Figma designs, business strategies, and client data disclosed during project scoping or active engineering sprints are protected under bilateral non-disclosure standards:

• Neither party will disclose confidential information to any third party without express prior written consent.
• Engineering personnel with access to repository credentials or staging links are bound by written confidentiality agreements.
• Mutual confidentiality obligations survive the completion or termination of any specific project sprint for a period of five (5) years.

4. Agency White-Label & Non-Solicitation Covenants

For digital, branding, and creative agency partners engaging 2RUN OÜ on a white-label basis:

• 100% Non-Solicitation Guarantee: 2RUN OÜ strictly covenants that it shall not, directly or indirectly, approach, pitch, solicit, or accept commercial business from the agency partner's end clients during the collaboration and for a period of twenty-four (24) months following completion of any project.
• White-Label Attribution: 2RUN OÜ will not publicly publish, display, or claim authorship of agency white-label platforms in public portfolios without explicit written permission from the agency partner.

5. Sprint Deliverables, QA & 14-Day Post-Launch Warranty

Every engineering sprint is governed by an agreed-upon Statement of Work (SOW) outlining technical specifications, acceptance criteria, and delivery timelines:

• Staging Review Window: Upon milestone completion, the platform is deployed to a private staging environment for client review and acceptance (standard 14 calendar days).
• Complimentary 14-Day Warranty Buffer: 2RUN OÜ provides a 14-day warranty following production deployment to investigate and resolve any reproducible regressions, bugs, or discrepancies from the agreed SOW at zero additional charge.

6. Payment Terms & Invoicing

Invoices are issued in EUR or USD by 2RUN OÜ and payable via SEPA bank transfer, international wire, or Stripe. Standard project terms require a 50% initial milestone deposit prior to sprint commencement, with the remaining 50% due upon final staging sign-off and production deployment.

7. Governing Law & Dispute Resolution

These Terms of Collaboration and all project agreements arising hereunder are governed exclusively by the laws of the Republic of Estonia, without regard to conflict of law principles. Any dispute arising from or related to our collaboration that cannot be settled amicably shall be submitted to the exclusive jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia.