Rainmaker Terms of Service ("ToS")
These ToS are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.
Capitalized terms are defined below.
These ToS are binding on any use of the Rainmaker Service and apply to You from the time that Rainmaker Partner provides You with access to any Service.
The Rainmaker Service will evolve over time based on user feedback. We reserve the right to change these ToS at any time (effective upon the posting of modified ToS). We will make every effort to communicate these changes to You via email or notification via the Website. It is Your obligation to ensure that You have read, understood and agree to the most recent ToS available on the Website.
By registering to use the Rainmaker Service, you acknowledge that You have read, understood and agree to these ToS.
1. Definitions
"agreement"
means these Terms.
"Commencement Date"
means the date You subscribe to the Rainmaker Monthly Subscription or the Rainmaker Annual Subscription, as the case may be.
"Confidential Information"
includes all information exchanged between the parties to this agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through an unauthorized disclosure by the other party.
"Data"
means any data inputted by You (or with Your authority) into our Rainmaker Service.
"Fee(s)"
means any fee payable under these ToS.
"Intellectual Property Rights"
means any patent, trademark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Rainmaker Annual Fee"
means the annual fee payable by a Subscriber in advance of being granted the right to use the Rainmaker Service on an annual basis.
"Rainmaker Annual Subscription"
means the right of a Subscriber to use the Rainmaker Service on an annual basis subject to these ToS.
"Rainmaker Monthly Fee"
means the monthly fee payable by a Subscriber in advance of being granted the right to use the Rainmaker Service on a monthly basis.
"Rainmaker Monthly Subscription"
means the right of a Subscriber to use the Rainmaker Service on a monthly basis subject to these ToS.
"Rainmaker Service”
means the legal SWOT analysis service known as Rainmaker.
"Subscriber"
means the person or entity who registers to use the Rainmaker Service and, where the context permits, includes anyone on whose behalf that person registers to use the relevant Service.
"User"
means any person that
accesses or uses Rainmaker from time to time.
"Website"
means the Internet site at the domain www.rainmakerpartner.com or any other site operated by Rainmaker.
"You"
means the Subscriber, and where the context permits, a User. "Your" has a corresponding meaning.
2. Use of Software
Rainmaker grants to You a non-exclusive and non-transferable right to access and use the Service via the Website subject to the terms and conditions of this agreement and the payment of the relevant Fees. You acknowledge and agree that You are responsible for each User you authorize to use the Service.
3. Rainmaker Monthly Fee
The Rainmaker Monthly Fee is payable monthly in advance commencing on the date You subscribe for Rainmaker.
4. Rainmaker Annual Fee
The Rainmaker Annual Fee is payable annually in advance commencing on the date You subscribe for Rainmaker.
5. Rainmaker Monthly Subscription
A Rainmaker Monthly Subscription grants You the right to create and alter client reports for up to 3 different clients during the relevant one-month license period. You can only cancel Your Rainmaker Monthly Subscription in accordance with clause 24.1 after which You will not have the ability to access the Rainmaker Service to copy or modify any client reports created by You.
6. Rainmaker Annual Subscription
A Rainmaker Annual Subscription grants You the right to create and alter client reports for up to 36 different clients during the relevant annual licence period. You may cancel Your Rainmaker Annual Subscription at any time in accordance with clause 24.2 after which You will not have the ability to access the Rainmaker Service to copy or modify any client reports created by You.
7. Invoicing
All Rainmaker invoices will be sent to the email you have provided to us for this purpose. Your invoices will also be viewable by You within the Rainmaker account area.
If you don’t have the funds available on the scheduled date we will try processing it again over a period of 3 consecutive business days, after which, if payment is still unsuccessful, access to the Rainmaker Service will be suspended for the Subscriber and all Users until payment of the outstanding invoice has occurred.
You are responsible for keeping Your payment and account details updated on our account pages.
8. Taxes and duties
You are responsible for payment of all taxes and duties in addition to any Fee.
9. General obligations
You must only use the Rainmaker Service and Website for Your own lawful internal business purposes, in accordance with these ToS and any notice sent by Rainmaker or condition posted on the Website.
10. Access conditions
a. You must ensure that all usernames and passwords required to access the Rainmaker Service are kept secure and confidential. You must immediately notify us of any unauthorized use of Your passwords or any other breach of security and You must take all other actions that we reasonably deem necessary to maintain or enhance the security of the Rainmaker Service, computing systems and networks and Your access to the Rainmaker Service. If any User has left Your employ, You must ensure that any relevant username and password are immediately terminated. You remain responsible for all Users and their access to the Rainmaker Service whether the User remains in Your employ or not.
b. As a condition of these ToS, when accessing and using the Rainmaker Service, You must:
i. not attempt to undermine the security or integrity of the Rainmaker Service, computing systems or networks or, where the Rainmaker Service is hosted by a third party, that third party's computing systems and networks;
ii. not use, or misuse, the Rainmaker Service in any way which may impair the functionality of the Rainmaker Service or Website, or other systems used to deliver the Rainmaker Service or impair the ability of any other User to use the Rainmaker Service or Website;
iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Rainmaker Service is hosted;
iv. not transmit, or input into the Rainmaker Service or Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which You do not have the right to use); or
v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any part of the Rainmaker Service (including any documentation that accompanies the Rainmaker Service) or any computer programs used to deliver the Rainmaker Service.
11. Communication Conditions
As a condition of these ToS, if You use any communication tools available through the Rainmaker Service or the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Rainmaker Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mails, files that may damage any other person's computing devices or software, content that may be offensive to any other Users of the Rainmaker Service or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. Rainmaker is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Rainmaker Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Rainmaker does reserve the right to remove any communication at any time in its sole discretion.
12. Indemnity
You indemnify Rainmaker against: all claims, costs, damage and loss arising from Your breach of any of these ToS or any obligation You may have to Rainmaker, including (but not limited to) any costs relating to the recovery of any Fees that are due but have not been paid by You.
13. Confidentiality
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
a. each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these ToS or the Rainmaker Service. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these ToS.
b. each party's obligations under this clause will survive termination of these ToS.
c. the provisions of clauses 13.a shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
14. Privacy
Rainmaker maintains a privacy policy that sets out the parties’ obligations in respect of personal information. Please read that policy at www.rainmakerpartner.com/privacy and You will be taken to have accepted that policy when You accept these ToS.
15. Intellectual Property
Title to, and all Intellectual Property Rights in the Rainmaker Service, the Website and any documentation relating to the Rainmaker Service and/or the Website remain the property of Rainmaker (or its licensors). You must not license, sell, lease, transfer, assign, distribute, display, host, outsource or otherwise commercially exploit or make the Rainmaker Service available to any third party.
16. Ownership of Data
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Fees when due. You grant Rainmaker a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Rainmaker Service and for any other purpose related to provision of the Rainmaker Service to You.
17. Backup of Data
You must maintain copies of all Data inputted into Rainmaker. While Rainmaker adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime that includes a secure transfer to a second data center, Rainmaker will only store Data for a limited period of time in accordance with its standard business practices. Rainmaker expressly excludes liability for any loss of Data no matter how caused.
18. Authority
You warrant that where You have registered to use the Rainmaker Service on behalf of an entity, You have the authority to agree to these ToS on behalf of that entity and agree that by registering to use the Rainmaker Service You bind the entity on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these ToS.
19. Acknowledgement
You acknowledge that:
a. You are authorized to use the Rainmaker Service and the Website and to access the information and Data that You input, including any information or Data input into the Rainmaker Service or Website by any person you have authorized to use the Rainmaker Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Rainmaker Service (whether that information and Data is Your own or that of anyone else).
b. You will indemnify Rainmaker against any claims or loss relating to:
i. Rainmaker's refusal to provide any person access to Your information or Data in accordance with these ToS,
ii. Rainmaker’s making available information or Data to any person with Your authorisation.
c. The provision of, access to, and use of, the Rainmaker Service is on an "as is " basis and at Your own risk.
d. Rainmaker does not warrant that the use of the Rainmaker Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Rainmaker Service, including public telephone Rainmaker Service, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Rainmaker Service. Rainmaker is not in any way responsible for any such interference or prevention of Your access or use of the Rainmaker Service.
e. It is Your responsibility to determine whether the Rainmaker Service meets the needs of Your client and is suitable for the purposes for which it is used.
f. You remain solely responsible for complying with all applicable laws, regulations and professional standards. It is Your responsibility to check that storage of and access to your Data via the Rainmaker Service and the Website will comply with laws applicable to you (including any laws, regulations or professional standards requiring You to retain records).
20. No warranties
Rainmaker gives no warranty about the Rainmaker Service. Without limiting the foregoing, Rainmaker does not warrant that the Rainmaker Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
21. Consumer guarantees
You warrant and represent that You are acquiring the right to access and use the Rainmaker Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Rainmaker Service, the Website or these ToS.
22. Limitation of Liability
1. To the maximum extent permitted by law, Rainmaker excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Rainmaker Service.
2.If You suffer loss or damage as a result of Rainmaker's negligence or failure to comply with these ToS, any claim by You against Rainmaker arising from Rainmaker's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to:
a. where you have subscribed for a Rainmaker Monthly Subscription, an amount equal to the Rainmaker Monthly Fee paid by you in the previous 30 days; and
b. where you have subscribed to a Rainmaker Annual Subscription, an amount not to exceed $2000USD.
If You are not satisfied with the Rainmaker Service, Your sole and exclusive remedy is to terminate these ToS in accordance with clause 24.
23. Term
These ToS commence on the Commencement Date and continue until terminated in accordance with clause 24 (“Term”).
24. Termination
24.1 Termination of Rainmaker Monthly Subscription:
A Rainmaker Monthly Subscription may be terminated by either party with at least 10 days’ prior written notice to the other party).
24.2. Termination of Rainmaker Annual Subscription:
A Rainmaker Annual Subscription may be terminated by either party with at least 30 days’ written notice to the other party prior to the expiry of Your Rainmaker Annual Subscription and the effective date of termination shall be deemed to be the expiry date of the relevant Rainmaker Annual Subscription For the avoidance of doubt, the Rainmaker Annual Fee is not refundable if You terminate Your Rainmaker Annual Subscription.
24.3 Breach:
If:
a. You breach any of these ToS (including, without limitation, by non-payment of any Fee);
b. You or Your firm become insolvent or go into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, Rainmaker may take any or all of the following actions, at its sole discretion:
a. immediately terminate this agreement and Your use of the Rainmaker Service;
b. suspend for any definite or indefinite period of time, Your use of the Rainmaker Service;
c. suspend or terminate access to all or any Data.
24.4. Accrued Termination Rights:
Termination of these ToS for any reason is without prejudice to any rights or obligations of the parties accrued up to and including the date of termination. On the relevant termination date,
You will:
a. remain liable for any accrued fees, charges and amounts which become due for payment before or after that date; and
b. immediately cease to use the Rainmaker Service.
25.5. Expiry or termination:
Any clause which by its nature ought to survive termination of these ToS, shall survive.
25. Help Desk
25.1. Technical Problems:
In the case of technical problems please make all reasonable efforts to investigate and diagnose problems before contacting us. If You still need technical help, please check the support provided online by Rainmaker on the Website or, failing that, email us at help@rainmakerpartner.com.
25.2. Rainmaker Service availability:
Whilst Rainmaker intends that the Rainmaker Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Rainmaker Service or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Rainmaker has to interrupt the Rainmaker Service for longer periods than Rainmaker would normally expect, Rainmaker will use reasonable endeavours to publish in advance details of such activity on the Website.
26. General
26.1. Entire agreement:
These ToS, together with the Rainmaker Privacy Policy and the ToS and any other notices or instructions given to You under these ToS, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Rainmaker relating to the Rainmaker Service and the other matters dealt with in these ToS.
26.2. Waiver:
If either party waives any breach of these ToS, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
26.3. Delays:
Neither party will be liable for any delay or failure in performance of its obligations under these ToS if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay Fees.
26.4. No Assignment:
You may not assign or transfer any rights to any other person without Rainmaker's prior written consent.
26.5. Governing law and jurisdiction:
Australian law governs this agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this agreement.
26.6. Severability:
If any part or provision of these ToS is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this agreement will be binding on the parties.
26.7. Notices:
Any notice given under these ToS by either party to the other must be in writing and given by email and will be deemed to have been given on transmission. Notices to Rainmaker must be sent to help@rainmakerpartner.com or to any other email address notified by email to You by Rainmaker. Notices to You will be sent to the email address which You provided to us.
26.8. Rights of Third Parties:
A person who is not a party to these ToS has no right to benefit under or to enforce any term of these ToS.