Terms of Use

This agreement governs your use of the RainMakerz Inc. (“RainMakerz”) services. You may only use the services if your employer has entered into a separate agreement with RainMakerz. If you are a paying customer of our services, you are also subject to the terms of the Master Subscription Agreement located here. By accepting this agreement, either by indicating your acceptance or by using the services, you agree to the terms of this agreement and will be referred to as “you” or “customer” in this agreement.

Please note that the agreement is subject to change by RainMakerz in its sole discretion at any time. When changes are made, RainMakerz will make a new copy of the Terms of Use available at the website and within the RainMakerz Solution. RainMakerz will also update the “Last Updated” date. If RainMakerz makes any material changes, and you have registered with us to create an account, we will also send an e-mail to you at the last e-mail address you provided to us. Any changes to the Terms of Use will be effective immediately for new users and will be effective thirty (30) days after posting notice of such changes on the website for existing registered users. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the services. Otherwise, your continued use of the services constitutes your acceptance of such change(s). Please regularly check the website to view the then-current terms.

1. Definitions
a) “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow you or any authorized users to access the RainMakerz Solution.
b) “RainMakerz Solution” means the RainMakerz communication and management platform that allows you to access certain features and functions through a web interface, as ordered by your employer.
c) “Your Content” or “Content” means any content and information you provide or submit for use with the services.
d) “Intellectual Property Rights” means any and all now known or hereafter existing (i) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (ii) trademark or service mark rights; (iii) trade secret rights; (iv) patents, patent rights, and industrial property rights; (v) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (vi) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
e) “Services” means provision of access to the RainMakerz Solution.

2. Provision of Services
a) Subject to your employer’s payment of the applicable fees (“Fees”) and compliance with the terms of this Agreement, RainMakerz will provide you with access to the RainMakerz Solution.
b) On or as soon as reasonably practicable after the Effective Date, RainMakerz will provide to you the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow you to access the RainMakerz Solution in accordance with the Access Protocols.

3. Use Guidelines and Restrictions
You shall use the Service solely for the business purposes of your employer as contemplated by this Agreement and shall not:
a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, except as contemplated by this Agreement;
b) send via, or store within, the Service any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;
c) send via, upload to, or store within the Service any malicious code;
d) interfere with or disrupt the integrity or performance of the Service or the data contained therein;
e) attempt to gain unauthorized access to the RainMakerz Solution or its related systems or networks;
f) interfere in any manner with the operation of the RainMakerz Solution or the hardware and network used to operate the RainMakerz Solution;
g) access or use the RainMakerz Solution to build a similar or competitive product or service;
h) attempt to access the RainMakerz Solution through any unapproved interface.
In no event shall you decompile, disassemble, decode, reproduce, redesign, or reverse engineer the RainMakerz Solution or its component parts or otherwise decrypt encrypted information provided pursuant to the provision of Services. You will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of RainMakerz or its licensors on the documentation or any copies thereof.

4. Requirements
a) Accessing the RainMakerz Solution requires you to use certain hardware and software satisfying the requirements set forth in the documentation (for example, type of browser and version). You are solely responsible for ensuring that all of its devices and software meet these requirements.
b) RainMakerz may update the documentation and these requirements from time to time in its sole discretion to account for new technologies, new features of the services, or for any other reason related to the proper functioning of the services, and RainMakerz will use commercially reasonable efforts to notify you of material updates to these requirements.

5. Your Content
a) Ownership and license. As between RainMakerz and you, you exclusively own all rights, title, and interest in and to all your Content. You grant RainMakerz a worldwide, limited-term license to host, copy, transmit and display your Content for use by you with the services, as reasonably necessary for RainMakerz to provide the services in accordance with this Agreement. This license ends one year after you delete your Content or this Agreement expires or is terminated, except to the extent that your Content has been shared with others and they have not deleted it.
b) Co-authoring. One feature of the RainMakerz Solution is the ability to share a presentation, board materials or other your Content with another authorized user in a manner that allows the authorized user to edit that your Content, or portions thereof, as permitted by the RainMakerz Solution. Once shared, that authorized user has access to your Content until you (or the authorized user who granted such access) removes such access. RainMakerz is not responsible for the actions of the authorized users.
c) Sharing. You control the access to your Content. Presentations, board decks and other Content will only be available to the authorized users that you authorize to have access to your Content. You may invite one or more people (a “Viewer”) to view the designated your Content by sending them a “share” or “invite” link. You authorize RainMakerz to share the designated your Content with such Viewers. RainMakerz is not responsible for what a Viewer may do with your Content.
d) Responsibility for your Content. You are solely responsible for any and all obligations with respect to the accuracy, quality and legality of your Content. You will obtain all third-party licenses, consents and permissions needed for RainMakerz to use your Content to provide the services. Without limiting the foregoing, you will be solely responsible for obtaining from third parties all necessary rights for RainMakerz to use your Content submitted by or on behalf of you for the purposes set forth in this Agreement.
e) Your warranty. You represent and warrant that your Content will not (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic, or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage RainMakerz’s system or data; and (v) otherwise violate the rights of a third party. RainMakerz is not obligated to back up any your Content; you are solely responsible for creating backup copies of any your Content at your sole cost and expense. You agree that any use of the RainMakerz Solution contrary to or in violation of the representations and warranties of you in this Section 5(e) constitutes unauthorized and improper use of the RainMakerz Solution.
f) Your responsibility for data and security. You will have access to your Content and will be responsible for all changes to and/or deletions of your Content and the security of all passwords and other Access Protocols required in order to access the RainMakerz Solution. You will have the ability to export your Content out of the RainMakerz Solution and are encouraged to make your own back-ups of your Content. You will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all your Content.
g) Third-party content. RainMakerz may enable you to insert third-party content into your Content. Such third-party content is subject to the license terms and contractual provisions that accompany it, and you are solely responsible for compliance with all such terms and provisions.
h) Privacy of your Content. RainMakerz will not view or access any your Content, except: (i) as required to provide the services or as otherwise necessary for purposes of evaluating and responding to security incidents and legal requests, (ii) as authorized or instructed by you or an authorized user (for example, for support), (iii) as required to comply with applicable law or governmental request, or (iv) as necessary to conduct research and development for the further development of our services in order to provide the services to you and others (including account, service usage, and survey information). Notwithstanding anything to the contrary, RainMakerz shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the RainMakerz Solution and related systems and technologies (including, without limitation, information concerning your Content and data derived therefrom), and RainMakerz will be free (during and after the term hereof) to (A) use such information and data to improve and enhance the RainMakerz Solution and services and for other development, diagnostic and corrective purposes in connection with the services and other RainMakerz offerings, and (B) disclose such data solely in aggregate or other de-identified form in connection with its business. RainMakerz will not disclose any your Content to a third party (other than Viewers authorized by you) without your consent, which may be withheld in your sole discretion.

6. RainMakerz Solution
a) Ownership. The RainMakerz Solution and documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of RainMakerz and its suppliers. All rights in and to the RainMakerz Solution and documentation not expressly granted to you in this Agreement are reserved by RainMakerz and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the RainMakerz Solution, documentation, or any part thereof.
b) Artificial intelligence. The RainMakerz Solution has certain features that leverage third-party artificial intelligence platforms (“AI Enabled Services”), including to generate Outputs. If you choose to use the AI Enabled Services included in the RainMakerz Solution, you acknowledge and agree that RainMakerz may share your Inputs and Content with the third-party artificial intelligence platforms. Those third-party artificial intelligence platforms will not train their algorithmic models with your Input or the Content shared with such third-party artificial intelligence platforms. RainMakerz also pre-processes some of your Content using these third-party artificial intelligence platforms to speed up performance and ensure faster response times for you when you use the AI Enabled Services. You assume all risks associated with your use of all AI Enabled Services. RainMakerz will have no liability for the unavailability of any AI Enabled Services.
c) Types of content (Input/Output). You may share your Content through the AI Enabled Services, including by way of prompts, comments, questions, and other input to the RainMakerz Solution (“Input”). The AI Enabled Services may generate new content or supplements to your Content based on such Input (“Output”). Outputs are provided “as is” and with “all faults”, and RainMakerz makes no representations or warranties of any kind with respect to any Inputs or Outputs. You are solely responsible for reviewing any Output prior to use.
d) Ownership of Input/Output. RainMakerz does not claim ownership of any Inputs or Outputs generated by an AI Enabled Service. As between RainMakerz and you, you are the owner of all right, title and interest in the Inputs and Outputs. RainMakerz does not represent or warrant that Outputs are protectible by any Intellectual Property Rights.
e) Open source software. Certain items of software may be provided to you with the RainMakerz Solution and are subject to open source or free software licenses. Such software is licensed under the terms of the end-user license that accompanies it. If required by any license, RainMakerz makes such Open Source Software, and modifications, available by written request at the notice address below.
f) Feedback license. You grant RainMakerz a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the services any suggestions, enhancement requests, recommendations or other feedback provided by you, including authorized users, relating to the services. RainMakerz will not identify you as the source of such feedback.
g) Your responsibilities. You are responsible for all activities that occur in your account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all your Content; (ii) prevent unauthorized access to, or use of, the service, and notify RainMakerz promptly of any such unauthorized access or use; and (iii) comply with all applicable local, state, federal and foreign laws in using the service.

7. Warranty Disclaimer
a) To the maximum extent permitted by applicable law, the services, licensed material and documentation are provided “as is,” and RainMakerz disclaims all warranties, representations, or conditions, whether written, oral, express, implied or statutory, including any implied warranties of satisfactory quality, course of dealing, trade usage or practice, system integration, data accuracy, merchantability, title, noninfringement, or fitness for a particular purpose.
b) RainMakerz does not warrant that all errors can be corrected, or that operation of the RainMakerz Solution will be uninterrupted or error-free.

8. Limitation of Liability
a) Types of damages. In no event will either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages, including lost profits, costs of delay, failure of delivery, business interruption, costs of lost or damaged data or documentation, or liabilities to third parties, even if advised of the possibility of such damages.
b) Amount of damages. RainMakerz will have no direct liability to you under this agreement. RainMakerz’s liability to your employer is as set forth in a separate agreement between RainMakerz and your employer. Nothing in this agreement will limit or exclude either party’s liability for gross negligence or intentional misconduct or for death or personal injury.
c) Basis of the bargain. The parties agree that these limitations survive and that pricing and entry into this agreement rely upon these limitations.

9. Confidentiality
a) Confidential information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as confidential or that the receiving party (the “Receiving Party”) knows or should have known is confidential. The services, documentation, and all enhancements and improvements thereto are Confidential Information of RainMakerz.
b) Protection. The Receiving Party will not use or disclose Confidential Information except as expressly permitted, will limit access to those with a need to know under obligations of confidentiality, and will protect such information with at least reasonable care. Upon request or termination/expiration, the Receiving Party will return or destroy all copies and certify compliance.
c) Exceptions. The obligations in 9(b) do not apply to information that (i) is or becomes public through no fault of the Receiving Party; (ii) is lawfully provided by a third party free of confidentiality duties; (iii) was already known free of confidentiality duties; or (iv) is independently developed without access to the Confidential Information. Disclosure is permitted to enforce rights or as required by law/court order with prompt notice to the Disclosing Party where legally permissible.

10. Indemnification
a) You will defend at your expense any third-party suit brought against RainMakerz, and will pay any settlement you make or approve, or any damages finally awarded, insofar as such suit is based on a claim arising out of or relating to your breach or alleged breach of Section 5(e).
b) Conditions. The indemnifying party’s obligations are conditioned on: (i) prompt written notice of any claim; (ii) sole control of the defense or settlement; and (iii) cooperation by the indemnified party.

11. Term and Termination
a) Term. This agreement begins when you create your account or first start using the services and continues until the agreement with your employer ends (the “Term”).
b) Effect of termination. Upon termination or expiration: (i) all licenses granted hereunder immediately terminate; and (ii) each party will return all Confidential Information of the other party as set forth in Section 9. Sections 1, 5(b), 5(c), 5(e), 6, 9, 10, and 12 survive expiration or termination.
c) Right to suspend. RainMakerz may suspend your access (or a Viewer’s access) if: (i) RainMakerz receives a complaint that your Content infringes a third party’s rights or is otherwise unlawful; or (ii) RainMakerz has reason to believe you or an authorized user is in violation of Sections 3, 5(e) or 9. RainMakerz will notify you of the suspension and work to resolve the issue.

12. Miscellaneous
a) Governing law and venue. This agreement is governed by the laws of the State of Delaware, excluding conflicts principles. You consent to jurisdiction and venue in the state and federal courts for New Castle County, Delaware. The UN Convention on Contracts for the International Sale of Goods does not apply.
b) Export. You agree not to export, reexport, or transfer any U.S. technical data acquired from RainMakerz, or products utilizing such data, in violation of U.S. export laws or regulations.
c) Severability. If any provision is held invalid or unenforceable, the remaining provisions remain enforceable and the invalid provision will be modified to the maximum extent permitted.
d) Waiver. Any waiver or failure to enforce any provision on one occasion is not a waiver of any other provision or of such provision on any other occasion.
e) No assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this agreement or its rights/obligations without prior written consent of the other party, and any attempted transfer in violation is void; provided, however, that RainMakerz may assign this agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all assets, or by operation of law, without your consent. This agreement binds successors and permitted assigns.
f) Compliance with law. You will comply with all international and domestic laws, ordinances, regulations, and statutes applicable to your purchase and use of the services and data.
g) Force majeure. Any delay in performance (except payment obligations) caused by events beyond a party’s control (including labor disputes, shortages, fire, earthquake, flood, etc.) is not a breach, provided reasonable efforts are used to notify the other party and resume performance.
h) Notices. All notices must be delivered in writing: to RainMakerz via privacy@rainmakerz.app
 and to you via your contact email; for breach or termination notices, also send a copy by courier, certified/registered mail (return receipt), or nationally recognized express mail service to the address listed on the Cover Page. Either party may update notice information by notice to the other.
i) Counterparts. This agreement may be executed in one or more counterparts, each an original, together one instrument.
j) Entire agreement. This agreement is the final, complete and exclusive agreement of the parties with respect to its subject matter and supersedes all prior discussions. No modification, amendment, or waiver is effective unless in writing and signed by an authorized signatory of you and RainMakerz.