Rainmakerz

Terms of Use

Last updated on July 16, 2024.

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. 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. 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.

1. Definitions

Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.

  • "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.
  • "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.
  • "Your Content" or "Content" means any content and information you provide or submit for use with the Services.
  • "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing.
  • "Services" means provision of access to the RainMakerz Solution.

2. Provision of Services

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. 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.

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:

  • License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party;
  • Send via, or store within, the Service any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material;
  • Send via, upload to, or store within the Service any malicious code;
  • Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
  • Attempt to gain unauthorized access to the RainMakerz Solution or its related systems or networks;
  • Interfere in any manner with the operation of the RainMakerz Solution or the hardware and network used to operate it;
  • Access or use the RainMakerz Solution to build a similar or competitive product or service;
  • 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.

4. Requirements

Accessing the RainMakerz Solution requires you to use certain hardware and software satisfying the requirements set forth in the documentation. You are solely responsible for ensuring that all of your devices and software meet these requirements.

5. Your Content

Ownership. 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.

Co-Authoring. One feature of the RainMakerz Solution is the ability to share a presentation, board materials or other Content with another authorized user in a manner that allows the authorized user to edit that Content.

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.

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.

Your Warranty. You represent and warrant that your Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic, or unlawful; (d) contain any viruses, worms or other malicious computer programming codes; and (e) otherwise violate the rights of a third party.

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.

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.

Privacy of your Content. RainMakerz will not view or access any your Content, except: (a) as required to provide the Services; (b) as authorized or instructed by you; (c) as required to comply with applicable law; or (d) as necessary to conduct research and development for the further development of our Services.

6. RainMakerz Solution

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 not expressly granted to you in this Agreement are reserved.

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, you acknowledge and agree that RainMakerz may share your Inputs and Content with the third-party artificial intelligence platforms. Those platforms will not train their algorithmic models with your Input or Content.

Types of Content. You may share your Content through the AI Enabled Services, including by way of prompts, comments, questions, and other input (collectively, "Input"). The AI Enabled Services may generate new content based on such Input ("Output"). All Outputs are provided "as is" and with "all faults", and RainMakerz makes no representations or warranties with respect to any Outputs. You are solely responsible for reviewing any Output prior to its use.

Ownership of Content. 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.

Feedback. You hereby grant to 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 relating to the Services.

Your Responsibilities. You are responsible for all activities that occur in your account. You shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all your Content; (b) prevent unauthorized access to, or use of, the Service; and (c) comply with all applicable laws in using the Service.

7. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED "AS IS," AND RAINMAKERZ MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, 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.

8. Limitation of Liability

Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.

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.

9. Confidentiality

Confidential Information. "Confidential Information" means any nonpublic information of a party, whether disclosed orally or in written or digital media, that is identified as "confidential" or that the receiving party knows or should have known is confidential or proprietary. The Services, documentation, and all enhancements and improvements thereto will be considered Confidential Information of RainMakerz.

Protection. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information, but in no event with less than reasonable care.

10. Indemnification

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 in such suit, insofar as such suit is based on a claim arising out of or relating to your breach or alleged breach of Section 5.5.

11. Term And Termination

This Agreement will begin when you create your account or first start using the Services and continue until the Agreement with your employer ends (the "Term").

Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; and (b) each party will comply with the obligations to return all Confidential Information of the other party.

Right to Suspend. RainMakerz will have the right to suspend your access to the RainMakerz Solution in the event of a complaint that your Content infringes a third party's rights, or if RainMakerz believes you are in violation of Sections 3, 5.5 or 9.

12. Miscellaneous

Governing Law and Venue. This Agreement will be governed by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles. You hereby consent to the personal jurisdiction and venue in the state and federal courts for New Castle County, Delaware.

Export. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from RainMakerz in violation of the United States export laws or regulations.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions will remain enforceable and the invalid provision will be deemed modified so that it is valid to the maximum extent permitted by law.

Waiver. Any waiver or failure to enforce any provision on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

No Assignment. Neither party will assign this Agreement without the prior written consent of the other party, except that RainMakerz may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets.

Compliance with Law. You will always comply with all applicable laws, ordinances, regulations, and statutes in using the Services.

Force Majeure. Any delay in the performance of any duties (except payment of Fees) will not be considered a breach if caused by events beyond the control of such party.

Notices. All notices required or permitted under this agreement must be delivered in writing. If to RainMakerz, by emailing privacy@rainmakerz.app. If to you, by emailing your contact email address provided to RainMakerz.

Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes all prior discussions. No modification or amendment will be effective unless in writing and signed by both parties.

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