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Rain King Software, Inc. ("Rain King") offers you ("User") access to a database of information collected, compiled and organized by Rain King ("Database"), as well as number of associated services (together the Database and all such services are the "Services"). The Services are governed by the License Agreement executed between you (or the company you work for) and Rain King, or assented to by you as a trial user, and this Terms of Use agreement, as well as any other policies posted on the Rain King web site located at www.RainKingOnline.com (the "Site"). No matter whether you are a trial user or a paying customer you must abide by these Terms of Use and the license agreement governing your access to the Site and Services. Failure to abide by these Terms of Use may result in the immediate suspension of rights and access to the Rain King Services.

1. Agreement to Terms of Use

YOU AGREE TO READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE AND THE SERVICES PROVIDED BY RAIN KING. YOUR CONTINUED ACCESS TO OR USE OF THE SITE, USE OF THE INFORMATION CONTAINED ON THE SITE, OR USE OF THE SERVICES PROVIDED BY RAIN KING INDICATES YOUR ACKNOWLEDGEMENT OF THESE TERMS OF USE AND YOUR ACCEPTANCE OF ALL THE PROVISIONS HEREOF. RAIN KING RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE ANY PORTION OF THESE TERMS AND OF USE AND ANY OTHER POLICY POSTED ON THE SITE, IN WHOLE OR IN PART, AT ANY TIME. NOTIFICATION OF CHANGES RAIN KING�S TERMS OF USE WILL BE POSTED ON THE RAIN KING WEB SITE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE TERMS OF USE AND ALL POSTED POLICIES ON THE SITE. BY CONTINUING TO USE THE SITE AND SERVICES AFTER WE HAVE POSTED CHANGES TO THESE TERMS OF USE OR ANY OTHER POSTED POLICY, YOU AGREE TO AND ACCEPT SUCH CHANGES.

THESE TERMS OF USE SHALL BE CONSTRUED TOGETHER WITH ANY LICENSING AGREEMENT YOU HAVE EXECUTED OR ASSENTED TO, OR THE COMPANY YOU WORK FOR HAS EXECUTED OR ASSENTED TO, WITH RAIN KING. ADDITIONAL TERMS ARE COVERED IN THAT LICENSE AGREEMENT AND THESE TERMS OF USE ADD TO YOUR OBLIGATIONS UNDER THAT LICENSE.

ANY VIOLATION OF THESE TERMS OF USE AND/OR ANY LICENSE AGREEMENT GOVERNING YOUR USE OF THE SITE MAY LEAD TO TERMINATION OF YOUR AND/OR YOUR COMPANY�S ACCESS TO THE SITE AND SERVICES AND/OR LEGAL ACTION.

2. Use of Database Information

You may use information from the Database solely to facilitate your business operations. You are expressly prohibited from duplicating any significant portion of the database digitally or in print for your own use or use by others. You are also expressly prohibited from violating the copyrights, or other intellectual property rights, of Rain King. You may not remove any copyright notice contained in any materials downloaded from the Database.

UNLESS OTHERWISE AGREED TO IN WRITING, ALL USERS OF THE SITE AND SERVICES ARE EXPRESSLY PROHIBITED FROM REDISTRIBUTING INFORMATION OBTAINED FROM THE DATABASE. YOUR LICENSE TO USE INFORMATION OBTAINED FROM THE DATABASE IS SPECIFIC TO YOUR COMPANY AND THE INFORMATION MAY NOT BE USED FOR PURPOSES OUTSIDE OF YOUR COMPANY. For example, if you have licensed access to the Database through your company, you cannot use your access to the Database for the benefit of another company with which you have some affiliation. Also, you may not copy information from the Database and supply it to another company for their use, whether or not such activity is part of your services to your clients.

TRIAL USERS ARE EXPRESSLY PROHIBITED FROM DOWNLOADING, COPYING, REPRODUCING, STORING, SELLING, SUBLICENSING, OFFERING FOR SALE, PRINTING, TRANSMITTING, DISSEMINATING, OR PUBLISHING ANY PORTION OF THE DATABASE. FURTHERMORE, NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, TRIAL USERS MAY ONLY ACCESS AND VIEW THE DATABASE, AND MAY NOT USE, FOR THEIR OWN COMMERCIAL GAIN OR THE COMMERCIAL GAIN OF OTHERS, ANY INFORMATION OBTAINED FROM THE DATABASE.

3. Uploaded Information

As part of the Services, you may upload certain information to the Rain King site ("Uploaded Information"). Uploaded Information is maintained separately from the information we sell as part of our Database (See our Privacy Policy for more details). As part of our system, the company you work for may require that we allow all of the employees of your company to access each others� Uploaded Information. This means that every company employee will have full access to all of the contacts of every other company employee. No information will be shared outside of the company. Should you have any concerns with this policy, you must contact your employer, as Rain King is unable to change the policy set by the company. RAIN KING EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY MISUSE OF UPLOADED INFORMATION BY ANY OTHER INDIVIDUAL THAT IS GRANTED ACCESS TO SUCH INFORMATION BY YOUR EMPLOYER AND YOU AGREE TO INDEMNIFY AND HOLD RAIN KING HARMLESS FOR ANY SUCH MISUSE. By posting messages, uploading information, inputting data or engaging in any other form of communication to the Site, you hereby grant to Rain King a license to store, transmit or display such materials, solely in connection with those functions or services requested by you.

4. Ownership of Intellectual Property

Rain King and its providers are the sole owners of the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents and other intellectual property comprising the Database and the Site ("Intellectual Property"). The Database contains information that is created and maintained by Rain King at great effort and expense, and the Database structure created and maintained by Rain King, under which the information is stored and retrieved, is unique and highly valuable. You do not and will not acquire any ownership in the Database or any part thereof, including information voluntarily provided by you to Rain King that is incorporated into the Database. Information from the Database that you print, save or incorporate into other materials, only as allowed by your license agreement, is licensed to you (not owned). To the fullest extent recognized by current and future law, you agree that the Intellectual Property is and will be a protectable asset of Rain King and its providers.

5. Disclaimer; Limitation of Liability

THE SITE AND THE DATABASE, AND THE CONTENT THEREOF, IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS REGARDING THE CONTENT, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. RAIN KING MAKES NO WARRANTY THAT THE SITE OR SERVICES, AND ACCESS THERETO, WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; (b) LICENSEE�S USE OF THE SITE IS AT LICENSEE�S OWN RISK, AND LICENSEE�S RELIANCE ON ANY INFORMATION POSTED ON THE SITE IS AT LICENSEE�S OWN RISK; (c) RAIN KING MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ADEQUACY, TRUTH, COMPLETENESS, ACCURACY OR TIMELINESS OF THE CONTENT; (d) RAIN KING EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (e) RAIN KING FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES ARISING FROM USAGE OF TRADE AND COURSE OF DEALING; AND (f) RAIN KING DOES NOT WARRANT THAT THE SERVICES WILL MEET LICENSEE�S REQUIREMENTS OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE OR SERVICES.

IN NO EVENT WILL RAIN KING OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE SITE OR DATABASE, OR THE INTERRUPTION OF THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR BUSINESS OR SALES INTERRUPTION, EVEN IF RAIN KING, OR A REPRESENTATIVE THEREOF, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR COMPANY MAY HAVE A CONTRACT WITH RAIN KING WHICH SETS RAIN KING�S MAXIMUM LIABILITY TO YOUR COMPANY; HOWEVER, YOU, AS AN INDIVIDUAL USER, AGREE THAT RAIN KING�S MAXIMUM LIABILITY TO YOU, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE FIVE HUNDRED DOLLARS ($500.00). RAIN KING IS NOT RESPONSIBLE FOR FAILED E-MAIL DELIVERIES DUE TO REJECTED ATTACHMENTS, FIREWALLS, E-MAIL BLOCKING SOFTWARE, OR OTHER PROTECTIVE MEASURES TAKEN BY THE INTENDED RECIPIENTS OF YOUR COMMUNICATIONS, NOR FOR THE FAILURE OF ANY NETWORK OR TELECOMMUNICATIONS SYSTEM.

6. Your Representations, Warranties and Obligations

You represent, warrant and covenant that you will not upload, post or transmit to or distribute or otherwise publish through the Rain King Services any materials which:

(i) restrict or inhibit any other user from using and enjoying the Site or Database;

(ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, harassing, pornographic, profane, sexually explicit or indecent;

(iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law;

(iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right;

(v) contain a virus, Trojan horse, worm, time bomb, robot or other harmful component intended to disrupt or interfere with the intended operation of the Site, the Database or any other site on the World Wide Web; or

(vi) constitute or contain false or misleading indications of origin or statements of fact.

In addition you agree that you will not:

(vii) attempt to gain unauthorized access to the Services or the Rain King accounts of others;

(viii) use the Site, Database or Services, or any part thereof, to harass or harm any other User or any other person in any way;

(ix) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(x) interfere with or disrupt the Site or servers of networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

(xi) harvest, collect or store information about the users of this Site or the Uploaded Information posted by others on this Site or use such information for any purpose inconsistent with the purpose of the Site;

(xii) disparage, defame, libel or make untrue, malicious, offensive statements about Rain King or the Site, or

(xiii) use the Site or Services to violate any applicable, local, state, national or international law or regulation.

7. Use of Rain King�s E-mail Function

All emails whose primary purpose is to advertise or promote a commercial product or service must adhere to the terms detailed in this and the following two paragraphs:

You represent and warrant that you will provide an "opt-out" notice in any e-mail messages sent utilizing the Services and allow the recipient to contact you at a functioning return email address and decline the receipt of any further future messages. In addition, you represent and warrant that your e-mail messages utilizing the Services will include a valid subject line, clear and conspicuous notice that the message is a solicitation, and your legitimate physical address. All such e-mails will comply with generally accepted standards for commercial solicitations and all applicable international (including EU Directive 2002/58), federal (including the CAN-SPAM Act of 2003) and state laws and regulations. If an e-mail recipient notifies Rain King that you have not removed that recipient�s email from a distribution list, per the request of the recipient, Rain King may remove such recipient from the distribution list, without notice to you. This applies only to e-mail addresses in your distribution list and Rain King will not remove said e-mail addresses from the Database.

You represent and warrant that you will update your distribution lists on a periodic basis, but not less than once per month. This requirement is in no way limiting on your obligation to remove individuals immediately, or at the most within 10 business days, from your distribution lists if they have requested removal. You will target your mass communications as much as possible to those individuals and entities that you genuinely believe will have a professional interest in the subject of your communication, utilizing the search capabilities provided by Licensor.

If you are a user that sends e-mails to individuals in the European Union or the European Economic Area, you represent and warrant that you will comply with EU Directive 2002/58, as implemented by EU and EEA Member States, to the extent applicable. If required by applicable law, you agree not to send e-mails to European individuals unless you have an established business relationship (EBR) with such individuals or you have obtained their prior consent.

You represent and warrant that you will comply with FCC telemarketing rules, which place significant restrictions on Fax advertising by severely limiting the ability of companies to send faxes to existing customers. Businesses may send faxes containing advertisements only with the recipient�s prior, written permission, which includes the recipient�s signature and fax number. The recipient�s statement must include a clear invitation to send advertising faxes. This ban on unsolicited fax advertising applies to faxes sent to any recipient who could be a consumer or a business. A fax includes an "advertisement" if it includes "any material advertising the commercial availability or quality of any property, goods or services." The FCC clarifies that there is no "established business relationship" exception to the ban on unsolicited faxes. Accordingly, even faxes to a company�s existing customers will require their prior, express permission if the fax includes advertising content.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS, SUCCESSORS AND ASSIGNS, HARMLESS FOR ANY VIOLATION BY YOU OF THE ABOVE RULES AND REGULATIONS REGARDING E-MAIL AND FAX COMMUNICATIONS.

8. Privacy Practices

Rain King may monitor your use of this Site and the Database. Rain King�s privacy practices and principles are set forth in our Privacy Policy. Rain King does not and cannot review all materials uploaded to the Rain King Database by users or transmitted via any Rain King Service, and Rain King is not responsible for any such materials uploaded or transmitted by users. However, Rain King reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or transmit or to remove any information or materials, in whole or in part, that in Rain King�s sole discretion are objectionable or in violation of these Terms of Use.

9. Links to other Sites

The Site may contain links and pointers to the other related World Wide Web Internet sites. Rain King is not responsible for any content of such Web Sites or the privacy or other commercial practices of such Web Sites, and, unless states otherwise, the links do not imply Rain King�s endorsement of, or association with, the linked sites, unless otherwise stated.