Terms of Services
The following Terms of Service are a legally binding agreement between Rainex.io (we, our, us) and the End User (User, you, your). Each of Rainex and the User can be referred to herein individually as a “Party” or collectively as “Parties”. These Terms and Conditions apply to you or your company, firm or legal entity, your officers, directors, shareholders and employees. The Terms govern your right to access the Websites and use the Services by you, your Affiliates, Users and End Customers as part of a Subscription during the Term. If you use our Services for an organization, you agree to these Terms on behalf of that organization, and in these terms, “you” or “your” refers to that organization.
This Agreement shall enter into force on the date of acceptance (“Effective Date”) and regulate the User’s use of the Rainex online recurring billing “Software as a Service” platform, including any software, documentation or data related thereto (the “Service”).
The Agreement explains our obligations as a Service provider and your obligations as a User. This Agreement contains important conditions, liabilities, warranties, remedies, limitations on representations that apply to the Service. By accepting this Agreement, you agree that you have read the Terms of this Agreement and are bound by them. If you are under the age of 13, you are not allowed to use this Site.
If you enter into this Agreement on behalf of a company or other legal entity, you represent that you have the appropriate authority. If you do not have such authority, you must not accept this agreement and cannot use Rainex Services.
If you are dissatisfied with the Agreement, Terms and Policies regarding our Website and Services, your sole and exclusive remedy is to discontinue using the Rainex Website and our Services. If for any reason you are unable to fulfill all the conditions set forth in this Agreement, or if you breach this Agreement, your permission to access or use our Services, any materials downloaded or printed by you will immediately terminate.
Please note that we reserve the right to change the Agreement at any time by posting a new or revised Agreement on the Website. We undertake to inform you about the upcoming changes 30 days before they take effect. Except as provided by law, your continued use of the Website and Services after the entry into force of the changes in the Agreement will be considered consent and acceptance of the revised Agreement. If you do not agree to the amended terms and conditions and, accordingly, the Agreement, please do not use the Rainex Website and Services any further.
In case of contradictions in the content between these Terms of Service and the Privacy Policy, the Terms of Service shall prevail.
Definitions
In these Terms and Conditions, we use some terms with initial letters capitalized in the following meanings:
Agreement refers to this Terms of Service Agreement, as well as any applicable specific Additional Terms, any published rules, policies or guidelines applicable to Rainex and our Services.
Account means any accounts created by you or on your behalf to access and use our Services.
Affiliate means, with respect to a Party, to a legal entity that directly or indirectly controls, is under control or is under common control with such a Party, where control means direct or indirect ownership or control over more than 50% of the voting interests of a Party entity.
Applicable Law means all laws and regulations applicable to the processing of Personal Information (Data) in accordance with this Agreement, enacted in the territory of registration and operation of the companies of the Parties, including GDPR and CCPA.
Authorized User means a Subscriber’s employees and guest collaborators who are authorized to access and use the Services on behalf of the applicable Subscriber.
Confidential Information refers to information disclosed by one Party to THE other Party that is in tangible form and is labeled as “confidential” (synonymous labels are possible) or that can be considered confidential, with the exception of publicly available information, regardless of the moment of its disclosure.
Documentation refers to any written or electronic documentation, text, image, video or audio recording that defines the functionality of the Services or has a direct connection with the Services.
Effective Date means the date of acceptance of the Terms and Privacy Policy and the beginning of fulfillment of obligations under the Agreement.
End Customer means your customers and/or any natural or legal person other than you with whom you interact using the Services.
Pricing Agreement refers to the agreement between the Parties regarding your Subscription, which includes the Pricing Plan, Subscription Fees and other components of the Subscription.
Pricing Plan means the rate that you choose in connection with the Subscription to the relevant functionality, services and features.
Privacy Policy refers to our privacy policy also available on our Website and incorporated into these Terms by reference.
Payment Processing means payment processing service provided by our third-party payment platform partner.
Related Parties refers to our affiliate(s), officers, directors, employees, agents, contractors and/or subcontractors.
Services means our cloud-based online recurring billing platform and all related products and services available to you for subscription or one-time use, including Support, any software, API and documentation.
Service Data refers to all electronic data, including messages, Registration Data, Personal Information (Data) of Users and End Customers provided to us in connection with your use of our Services.
Subscriber means a natural or legal person who maintains an account with us through which this person or their End Customers access and/or use the Services.
Subscription means your subscription to Services in accordance with the Pricing Plan you have chosen. A User can have multiple Subscriptions at the same time.
Subscription Fee means the fee payable by you to us for access to the Services in accordance with these Terms and any relevant Pricing Agreement(s).
Support means any technical support and assistance we provide to Users.
User means any Subscriber, Authorized User, or other person who visits, accesses, or uses Services.
Website refers to this website and all related web pages with the exception of any third-party websites that are linked to the Website or may link from the Website.
Service Use and Subscriber’s Responsibilities
Rainex is a cloud-based online recurring billing platform that offers a wide range of professional services, including implementation, integration and customization.
Subject to you and your End Customers’ compliance with these Terms and solely during the Term, we grant you a limited, non-exclusive, non-transferable, non-assignable and revocable right to access and use the Services, in accordance with your chosen Subscription. You may use the Documentation solely in connection with your use of the Services. Your partners can be added as users under your account.
In order to provide Services, we need to access, use and/or provide your information and data and/or your End Customers. We undertake to use your data only to the extent reasonably necessary to provide you with the Services. Please note that we do not own your Customers’ data, therefore, it is you who will be solely responsible for the accuracy, quality, integrity, legality and intellectual property ownership of all Customer data. You acknowledge and agree that you are solely responsible for obtaining any consents necessary for us to access, use and provide Customer data to provide Services to you.
We may provide you with access to, integrate with, or link to products, services, data, information, websites, or other materials provided or operated by third parties. All of the above is not under our control, therefore, you acknowledge and agree that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of any third-party materials. Any provision by us of third-party products and any exchange of your data with any third-party supplier of third-party products is solely between you and the relevant third-party supplier. Accordingly, you agree to comply with all the Terms of the third parties and thereby protect us from all potential losses, costs, settlements and expenses arising from your breach of any Terms of the third parties or related to them.
You acknowledge and agree that Rainex is not a bank or other chartered depository institution, is not a provider of payment gateways and Rainex will not hold any funds on your behalf or on behalf of your customers. Accordingly, you agree that Rainex will not be responsible or liable for any amounts related to any credit card or payment transaction.
You acknowledge and agree that Rainex does not offer tax advice, tax filing, or reporting assistance. In addition, because of rapidly changing tax rates and regulations that require interpretation by your qualified tax professionals, you are entirely accountable to determine the applicability of the output generated by Rainex and to confirm its accuracy. This includes taking responsibility for your own tax policies, reporting positions, and performing due diligence. Rainex strongly recommends to conduct due diligence and to enlist the support of qualified tax counsel or accounting professionals on matters requiring professional advice.
You are entirely responsible for, and Rainex disclaims any liability concerning:
(a) Your compliance with legal requirements, including tax obligations;
(b) The precision of tax calculations produced by Rainex and your responsibility to handle any fines, penalties, or sanctions levied by a governmental authority arising from these tax calculations;
(c) The consequences of your actions or omissions stemming from any guidance or recommendations associated with the Rainex tax rules.
Our Services are intended for business use, not for personal, family or household purposes. You agree to use the Services solely in conjunction with the operation of your business and only in accordance with this Agreement.
By creating or accessing an Account, you agree, represent and warrant that you are solely responsible for providing us with and maintaining up-to-date, complete and accurate registration and account information. You choose a username and password, which you are also responsible for keeping confidential and up-to-date.
If you are not a business owner and create an Account on behalf of the business, you represent and warrant that you are acting in accordance with the consent of your business’s principals and that you share all usernames, passwords and access credentials with other Authorized Users in your business.
You are solely responsible for any activities that occur under your Account. You represent and warrant that you are solely responsible for maintaining the confidentiality and security of your credentials, passwords and other unique login information. You agree to notify us immediately of any unauthorized access to or use of your Account.
You are responsible for all use of the Services by your Authorized Users, including maintaining access control and confidentiality of Account data and termination.
You acknowledge and accept that you are solely responsible for the use of the Services and the results obtained from them. You agree to comply with all applicable laws regarding your use of the Services, including applicable data protection laws.
You agree and warrant not to use the Services or authorize the use of the Services for billing, data processing or any related services for any third party or otherwise license, sublicense, sell, resell, lease, transfer, distribute or otherwise use for commercial purposes or provide the Services to any third party, other than Authorized Users and End Customers, to achieve your internal business objectives as expressly permitted by these Terms.
You acknowledge and accept that you must not use or authorize the use of the Services or any software, hardware, application or process in a way that interferes with or in any way breaches the security and integrity of the Services or any servers, systems or networks connected to the Services, including software viruses, worms, Trojan horses or other malicious computer code, files, scripts, agents or programs.
You agree and warrant that you will not directly or indirectly attempt to decipher, decompile, reverse engineer, modify, disassemble, reproduce, copy or otherwise access, discover or attempt to extract the source code underlying the Service, or gain unauthorized access to the Services or Accounts, servers, systems or networks of our other customers.
You agree and warrant that you will not directly or indirectly attempt to modify, transfer, adapt, translate or create any derivative work based on the Services or Documentation or use the Services to evaluate their functionality or performance for competitive purposes, including for the development of any similar application, product or service.
You agree and warrant that you will not use the Services to knowingly post, transmit, upload, link to, send or store any content that is illegal, racist, hateful, offensive, defamatory, obscene, discriminatory or promotes any financial exploitation or criminal activity.
You are solely responsible for the immediate termination of the use of the Services for a prohibited activity or purpose if we inform you that a certain activity or purpose is prohibited in relation to the Services.
Proprietary Rights / Copyright & Trademark
Any and all intellectual property rights to the software and technology underlying the Service, developed or created by Rainex and/or ownership rights to the Services or related thereto, including Websites and Documentation, including resources and support pages available to you, are and will remain the exclusive property of Rainex and its licensors. Rainex and its licensors own both property rights and intellectual property rights to all URLs, materials, products, web content, web page design, web page layouts, images, text, tools, utilities and software that make up the Website and Services. Rainex content and technology are protected by copyrights, trademarks, patents, trade secrets and other laws.
Nothing in this Agreement is intended to transfer any intellectual property rights to you or to grant you any such intellectual property rights. All materials of the Website and the Service are intended exclusively for non-commercial use. You agree and warrant that you will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any materials or software or any other content.
The Service Data that you provide to us, in turn, is solely your property and cannot belong to us. You hereby grant us a limited license to process and disclose the Service Data for the purposes and as permitted under these Terms. You agree that Rainex has a fully paid-up, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unlimited license to request, use and/or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback that you may provide to us. You agree that Rainex has a fully paid, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unlimited license to use Service Data for any purpose reasonably related to the provision of Services, for example, to identify you as our customer on Websites or in other marketing materials.
If you have reason to believe that your content has been copied in a way that constitutes copyright infringement, please, please let us know immediately at support@rainex.io.
Payment Terms
On the basis of the Pricing Plan you have chosen, you will be charged a Subscription Fee for providing you with Services. Pursuant to a Pricing Agreement, the Subscription Fee is payable in full within the established payment period until the cancellation of the Subscription by one of the Parties in accordance with these Terms. You acknowledge, agree and allow us to bill you and automatically charge you a Subscription Fee. For your part, you agree and guarantee to maintain up-to-date information about your payment account.
You can change your Pricing Plans while using our Services. During the billing period when the transition from one Pricing Plan to another will be made, and, consequently, the Subscription Fee will change, your payment for this period will be adjusted using the appropriate credit note (adjustment or refundable).
We use third-party payment providers to receive Subscription Fees. We are not responsible for delays, erroneous execution of transactions and other payment issues or any fault at the end of payment providers.
The Subscription Fee is charged without taking into account any taxes, fees, duties, or any other amounts assessed or imposed by any government authority, as this is not included in the Subscription Fee on our part and is your sole responsibility.
Term and Termination
This agreement enters into force from the Effective Date and will remain in force until it is terminated by one of the Parties.
The Subscription is valid for the period specified in the Pricing Plan you have chosen and should be automatically renewed for the same period, provided that it either will not be changed or it will not be terminated by one of the Parties in accordance with these Terms.
Either Party may terminate the Subscription and terminate this Agreement by providing the other Party with thirty (30) days written notice. You acknowledge and agree that the refund of any fees, including, but not limited to, prepayment for annual purchases, are considered on an individual basis and depend on the volume of the Service already provided.
Either Party may terminate the Subscription and the Agreement for a material breach by the other Party of these Terms, if such a material breach has not been eliminated within thirty (30) days from the date of notification by the affected Party of the Party that violated the Terms. If the aggrieved party reasonably believes that a material breach cannot be eliminated, these Terms may be terminated with immediate effect.
Either Party may terminate the Subscription and this Agreement without notice if the other Party becomes insolvent, makes an assignment in favor of creditors, is the subject of a voluntary or involuntary bankruptcy procedure initiated on behalf of or against such Party, or has appointed a recipient or trustee for virtually all of its property.
We may terminate your Subscription and this Agreement without notice if you actually or potentially breach these Terms, which includes suspicion that your Account has been compromised, breach of legal liabilities, including infringing of someone else’s intellectual property rights, participation in fraudulent or illegal activities, and other similar reasons.
Upon termination of the Subscription and this Agreement, all rights granted to you under this Agreement will immediately terminate, as well as access to the Services after the expiration of the already paid Subscription (with the exception of termination without notice specified above). We are not responsible for any damage caused by the termination of this Agreement.
We make it possible for you to transfer Service Data after the termination of the Subscription. Upon termination or expiration of the Subscription, we will retain the Service Data of your Account for sixty (60) days from such termination or expiration date. During this period, if you want to export your Service Data, you must send us a written request. The duration of your request will depend on the volume and type of service Data stored. After the expiration of the Data retention period, we are obliged to destroy all Service Data that we have. You acknowledge and agree that the transfer of Service Data is your sole responsibility.
Confidentiality
We are committed to respecting the confidentiality of your personal information and your End Customers. We adhere to the terms of our Privacy Policy, which we strongly recommend that you read carefully.
Each Party will protect the Confidential Information of the other Party from unauthorized access, use or disclosure in the same way as each Party protects its own Confidential Information, and in any case with no less reasonable care.
All Confidential Information remains the exclusive property of the disclosing Party, and its confidentiality must be maintained and protected by the receiving Party with the highest degree of care during the term of this Agreement and for a year after the expiration or termination of this Agreement.
In connection with the use of the Service, each Party may be required to provide the other with certain Confidential Information. Each Party agrees that it will use the Confidential Information of the other Party exclusively in accordance with the provisions of this Agreement, and it will not disclose or permit its disclosure, directly or indirectly, to any third party without the prior written consent of the other party, except as otherwise permitted by this Agreement.
The Receiving Party may use this Confidential Information only for the purpose for which it was provided, and may disclose this Confidential Information only to its affiliates, employees, representatives and agents who need to know it solely to exercise their respective rights and fulfill their respective obligations, provided they are subject to similar confidentiality obligations.
The receiving Party may disclose Confidential Information to the extent required by law or by a court or other judicial or administrative authority, provided that the receiving Party provides the disclosing Party with prior written notice of disclosure to enable the disclosing Party to limit or prevent such disclosure. Disclosure of Confidential Information may take place for the purposes of fraud prevention and law enforcement, compliance with any legal, governmental or regulatory requirements, in connection with any court proceeding and to comply with a court order.
In the event of an actual or threatened breach of these provisions, the non-breaching Party will have the right to demand an immediate injunction and other fair compensation, without waiving any other rights or remedies available to it. Each Party undertakes to immediately notify the other in writing if it becomes aware of any breaches of the confidentiality obligations set forth in this Agreement.
Third-party offerings
To perform some of the functionality of our Services, we may involve certain third-party services. In connection with their assistance to us in providing you with Services, these third parties (for example, payment gateways) are an integral part of the Services we provide. The availability of the services of such third-party services does not imply our endorsement, warranty or representation as to the suitability, merchantability, ownership, non-infringement, quality or accuracy of the third-party provider or its products or services. We have no control over such third-party services and therefore we assume no responsibility regarding your use, ability or inability to use their services. You acknowledge that any use of the products and services offered by such third-party services (for example, for payment processing purposes) will be carried out solely at your own risk. You acknowledge that the use of such third-party services, except where prohibited or modified by applicable law, is governed by the terms, conditions and policies established by these third-party service providers.
Our Website and Services may contain links to other websites or resources. You interact with these links solely at your own discretion and at your own risk. We do not control such third-party websites and resources, they are not part of our Service and, therefore, we are not responsible for the availability of such external sites or resources, as well as responsibility for any content, advertising, products or other materials posted on or accessible from such sites or resources, as they are governed by the privacy policy of the relevant third party. You acknowledge and agree that we are not responsible, directly or indirectly, for any omissions, errors, representations, warranties, violations, damages or losses caused or alleged to be caused as a result of or in connection with the use of or reliance on any content or services available on any such a third-party website or resource or through it. You acknowledge and agree to send any comments, requests, complaints or feedback about the services and content of third-party websites and resources to the relevant third-party provider of these services or content.
Disclaimer of Warranties
WE WARRANT THAT WE PROVIDE OUR SERVICES EXCLUSIVELY IN ACCORDANCE WITH THE DOCUMENTATION PROVIDED TO YOU. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR SERVICE IS SOLELY AT YOUR RISK AND, EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THE AGREEMENT, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
YOU ACKNOWLEDGE AND AGREE THAT WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, DO NOT WARRANT THAT ACCESS TO THE SERVICES, INCLUDING ANY THIRD-PARTY OFFERS PROVIDED VIA THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, ERROR-FREE, UNINTERRUPTED, TIMELY, SECURE, IS ACCURATE, COMPLETE AND FREE FROM ANY VIRUSES AND OTHER MALICIOUS SOFTWARE COMPONENTS, OR WILL WORK WITHOUT DATA LOSS.
YOU ACKNOWLEDGE AND AGREE THAT WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, DO NOT WARRANT THAT OUR SERVICES WILL MEET ALL YOUR QUALITY AND PERFORMANCE REQUIREMENTS OR THAT ANY DEFECTS WILL BE CORRECTED WITHIN A SPECIFIED PERIOD IN ACCORDANCE WITH ANY SERVICE LEVEL AGREEMENT.
YOU ACKNOWLEDGE AND AGREE THAT WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, DO NOT WARRANT, ENDORSE OR ASSUME RESPONSIBILITY FOR THIRD-PARTY SERVICES AND CONTENT, WITH RESPECT TO THE ACCURACY, RELIABILITY AND QUALITY OF CONTENT IN OR RELATED TO THE THIRD-PARTY SERVICE. YOU ACKNOWLEDGE AND AGREE THAT WHEN USING THE SERVICE, CONFIDENTIAL AND/OR SERVICE INFORMATION WILL BE TRANSMITTED THROUGH THIRD-PARTY INFRASTRUCTURES THAT WE DO NOT CONTROL AND FOR WHICH WE ARE NOT RESPONSIBLE. DESPITE THE SECURITY MEASURES WE TAKE, YOU ASSUME THE SOLE RISK WHEN USING THIRD-PARTY SERVICES AND SHOULD NOT HOLD US RESPONSIBLE FOR ANY CHANGES, COMPROMISE, DAMAGE OR LOSS OF SERVICE DATA, EXCEPT IN CASES CAUSED BY OUR INTENTIONAL VIOLATION OF THESE TERMS.
YOU ACKNOWLEDGE AND AGREE THAT WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, DO NOT OFFER ANY FINANCIAL OR LEGAL ADVICE, ARE NOT A BANK OR OTHER LICENSED DEPOSITORY INSTITUTION, DO NOT WITHHOLD AND ARE NOT RESPONSIBLE FOR ANY AMOUNTS FOR YOU AND/OR YOUR END CUSTOMERS.
YOU ACKNOWLEDGE AND AGREE THAT THE ACCURACY OF INFORMATION PROVIDED BY YOU AND GOVERNMENTAL AUTHORITIES IS CRUCIAL FOR THE RELIABILITY OF RAINEX TAX RULES. IT IS ESSENTIAL FOR YOU TO VALIDATE ALL SUCH INFORMATION, AS INACCURACIES MAY LEAD TO THE GENERATION OF INCORRECT TAX DATA.
YOU ACKNOWLEDGE AND AGREE THAT RAINEX TAX CALCULATION PROVIDED BY RAINEX MAY BE BASED ON RAINEX’S INTERPRETATIONS OF FEDERAL, STATE, LOCAL, AND FOREIGN LAWS. IT IS YOUR RESPONSIBILITY TO VERIFY THAT THESE INTERPRETATIONS ALIGN WITH YOUR SPECIFIC CIRCUMSTANCES.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability
EXCEPT FOR THE OBLIGATIONS SET FORTH IN THIS AGREEMENT (FOR EXAMPLE, CONFIDENTIALITY), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED ON THE PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, ETC.) FOR ANY INDIRECT, PUNITIVE, COVER, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE (INCLUDING, BUT NOT LIMITED TO, DAMAGES IN CONNECTION WITH LOST PROFITS, LOST REVENUE, LOST SALES, LOST BUSINESS REPUTATION, LOSS OF USE OR LOST CONTENT, LOSS OF BUSINESS OPPORTUNITIES, ETC.) OR ANY AMOUNTS EXCEEDING (IN AGGREGATE) THE SUBSCRIPTION FEES PAID (OR PAYABLE) BY YOU IN ACCORDANCE WITH THIS AGREEMENT WITHIN SIX (6) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO ANY CLAIM.
IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW US TO COMPLETELY WAIVE THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE LIABILITY OF EACH PARTY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, THAT IS, THE LIMITATIONS AND/OR EXCLUSIONS WILL BE INTERPRETED AS NECESSARY TO PROVIDE OUR PARTY WITH THE MAXIMUM BENEFIT OF ANY DISCLAIMER, LIMITATION AND/OR EXCLUSION PERMITTED BY APPLICABLE LAW.
THIS LIMITATION OF LIABILITY FORMS THE ESSENTIAL BASIS OF THIS AGREEMENT AND REMAINS IN FORCE, EVEN IF ANY LOSS IS NOT FULLY COMPENSATED BY ANY REMEDY SPECIFIED IN THESE TERMS, OR IF IT IS DETERMINED THAT THIS LIMITATION OF LIABILITY HAS NOT ACHIEVED ITS ESSENTIAL PURPOSE.
Indemnification
Rainex will defend and hold you (including your officers, directors, consultants and employees) harmless from any claims, actions, losses, damages, liabilities, costs or other amounts actually paid or payable to unaffiliated third parties (including, but not limited to, reasonable attorneys’ fees), and will also consider the possibility of indemnification of certain losses for incurred by you as a result of the actions of any third party related to our Service provided to you in accordance with this Agreement and used under this Agreement, infringe or misappropriate any patent, copyright or other intellectual property right of a third party. If the Services or any part thereof becomes the subject of a reasonable claim for infringement in accordance with any patent, copyright or trade secret law, Rainex may, at its discretion: obtain a license at its own expense, allowing you to continue using the Services, replace or modify the Services in such a way as to avoid infringement without significantly changing its functionality and performance, or if the above options are not commercially practicable, terminate this Agreement and provide you with a pro rata refund of any prepaid unused Subscription Fees corresponding to the terminated portion of the applicable term. These indemnification obligations are Rainex’s sole and exclusive obligations and your sole and exclusive remedies for infringement or misappropriation of intellectual property rights of any kind.
You acknowledge of and agree to defend and hold us (including our affiliates, officers, employees, agents, partners and licensors) harmless from and against any and all liability and costs (including, but not limited to, any claims, regardless of whether they are brought by third parties or not, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys’ fees) and to compensate for losses (solely at your cost and expense) incurred in connection with or arising from: breach by you of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, breach of any rights of any third party (including violation of any copyright or trademark), or improper use of the Service or any of our intellectual property based on this Agreement.
Miscellaneous
Parties
Under this Agreement, the Parties are independent contractors. Accordingly, no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended, created by this Agreement and/or gives either Party the right to bind the other Party in any way.
Governing Language
This Agreement and all related agreements, schedules, materials, licenses and policies are written in English. In this regard, all disputes between the parties related to the Documentation shall be resolved in English.
Governing Law
This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of laws provisions. The Parties acknowledge and agree to submit to the exclusive personal jurisdiction of the federal and state courts of New Castle, Delaware, in order to resolve any dispute related to these Terms or your access to or use of the Services. Each Party declares that it is not included in any restricted persons list maintained by the United States and any member of the European Union.
Personal Data Protection Clauses
Each Party is responsible for complying with all applicable local, state, provincial, federal and international laws and regulations (Applicable Laws), including applicable legal data protection requirements, for the purposes of this Agreement.
We undertake to implement and maintain commercially reasonable technical, administrative and physical safeguards and security methods designed to prevent any unauthorized access to or disclosure of your Service Data and any other Personal Information in accordance with GDPR and CCPA. In more detail, the protection of your data on our part is presented in the Privacy Policy, which we strongly recommend that you read carefully.
Export Compliance
Our Services may be controlled by the laws of one or more countries. Each Party acknowledges, agrees and will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Service.
Entire Agreement
These Terms, including the Privacy Policy and the Pricing Agreement, constitute the entire and exclusive Agreement between the Parties relating to the subject matter hereof and supersede any and all prior or contemporaneous, written or oral understandings, communications or agreements between the Parties, including previous versions of this Agreement. All terms, conditions or any documentation that are inconsistent, different or contradicting this Agreement are invalid.
Waiver
Any failure or delay by Rainex to enforce or exercise any provision of these Terms or any related right does not constitute a waiver of that right. If any provision of these Terms is found to be invalid or unenforceable, such provision will be limited or deleted to the minimum extent necessary, so that otherwise this Agreement remains in full force and effect and enforceable. No waiver (or consecutive waivers) of any single breach or default will act or be interpreted as a waiver of any subsequent breach or default.
Severability
Each provision of this Agreement shall be deemed to be severable and, if any term or portion thereof is found invalid or unenforceable, this determination will not affect the validity of the remaining parts, terms or conditions, they remain in full force and effect and continue to be binding and enforceable. The invalid provision shall be substituted with a legal and enforceable provision and as close to the intentions underlying the original provision as possible.
Assignment
Each Party has the right to assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party solely in connection with any acquisition, consolidation, merger, reorganization, transfer or sale of assets, by virtue of law or otherwise. In accordance with the previous clauses of the Terms, we may transfer our obligations under this Agreement to a third party to fulfill our obligations to you, provided we are reasonably responsible for its work. In all other cases, neither Party has the right to assign or transfer this Agreement or any of the rights and obligations under it without the prior written consent of the other Party.
Third Party Beneficiaries
Except as expressly provided in these Terms, the provisions of this Agreement are intended for the benefit and are subject to execution solely by the Parties hereto, and nothing in these Terms, express or implied, is intended to grant any other person any rights or obligations, remedies or claims under this Agreement or by any provision hereof.
Publicity
We may refer to your name and trademarks in marketing materials and on the Website and issue or make any publicity release (including press release, customer references and case studies), provided that such identification is no more prominent than the identification of other customers and with your written consent.
You may not issue or make any public releases or other public statements about Rainex relating to this Agreement, using our name or referring to us without our prior written consent.
Anti-Corruption
The Parties undertake to comply with all applicable anti-bribery and anti-corruption laws that prohibit officials, representatives, agents or any other person associated with the Parties or acting on behalf of the Parties from giving, offering, promising to offer, approving or receiving a bribe, payment, kickback, gift or anything of value to any individual, to a legal or official (in state structures, regulatory bodies, court, etc.) in order to obtain an improper commercial or business advantage of any kind. Reasonable gifts and entertainment provided in the normal course of business in accordance with applicable policies and laws do not violate the above restriction. If you become aware of any violation of the above restriction, you will make reasonable efforts to notify us immediately.
Notices
Any notification, request, approval, authorization, consent, request or other communication required or permitted under this Agreement we may provide electronically by e-mail to the e-mail address specified by the Party. The notification is considered to be sent twenty-four (24) hours after an email is sent. You acknowledge and agree that all contracts, notices, information and other communications that we may provide electronically comply with any legal requirements for such documents in writing.
Any notice required or authorized to be provided under this Agreement by either Party may be sent in writing by U.S. mail or an internationally recognized overnight courier to the postal address specified by such Party. A written notification is sent to either Party by registered mail with prepayment of postage and the requested return receipt to the address indicated to the other Party during the registration and provision of services. In this case, the notification is considered to be sent three (3) days after the date of mailing.
Notices to Rainex shall be delivered to:
Rainexio, LLC
1207 Delaware Ave, 549
Wilmington, DE, 19806 United States
Force Majeure
Neither Party shall be deemed in breach this Agreement and shall not be liable for any delay, irregularity, termination or interruption in the performance of its obligations for reasons beyond its reasonable control, including, earthquake, flood or other natural disaster, pandemic, labor controversy, civil disturbance, strikes, terrorism, war (officially declared or not), cyber-attacks (for example, denial of service attacks), technical failures or inability to obtain sufficient resources, necessary for the conduct of business (for example, power shortages), or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government, regulatory or any judicial authority or representative of any such government.
Asserting Claim
The Parties acknowledge and agree that any claim or cause of action arising from or related to the use of the Service or this Agreement must be filed within 1 (one) year after the occurrence of such claim or cause of action, or be permanently blocked.
Legal Compliance
The Privacy Policy supplements these Terms of Service and you must familiarize yourself with it likewise. In addition, you agree to comply with domestic laws, state laws, international laws, statutes, ordinances and by-laws regarding your use of our Services.
Modification
We may amend these Terms from time to time. If the change significantly affects your rights or obligations, we will notify you in advance by placing a prominent banner on the Website and/or sending a message to your email address. The updated Terms will be posted on our Website and will take effect 30 days after notifying you of this modification. If the changed Terms are unacceptable to you, you should stop using the service. Your continued use of our Services after the effective date of any change will be considered by us as your acceptance of any such modification of the Terms of Service.
