Web Site Terms of Use

YOUR USE OF THIS WEB SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.

1. Acceptance of Terms.
Please read this Terms of Use agreement (the “Terms of Use”) as it applies to your use of online services and certain digital products of RainKing Software, Inc. and its affiliates (collectively, "RainKing" or "we" or "us"), including but not limited to the RainKing website located at https://www.rainkingonline.com and all subdomains thereof (the “Site”), any mobile applications offered by RainKing, and all features, content, products, and services thereof, including but not limited to RSS, API, software, and other downloads (collectively, the “Services”).

These Terms of Use constitute a legal contract between you and RainKing. Your use of the Site and Services, including any portion meant only for “Paid Users” (as defined below), is governed by these Terms of Use regardless of how you access the Site or Services, including but not limited to, through the Internet, Wireless Access Protocol (commonly referred to as “WAP”), a mobile network or otherwise. By accessing or using this Site or the Services, you agree to be legally bound by the terms and conditions of these Terms of Use as we may modify them from time to time. Notwithstanding anything to the contrary herein, if you and RainKing have entered into a separate written agreement that covers your use of a Licensed Product (as defined below), the terms and conditions of such agreement shall control with respect to such service to the extent they are inconsistent with these Terms of Use.

2. Definitions.
“Licensed Product”refers to one or more proprietary electronic databases of information developed and maintained by RainKing and licensed to RainKing customers pursuant to the terms of a written subscription agreement between RainKing and each such customer (“Subscription Agreement”), including the organization and structures for categorizing, sorting and displaying such information, and any related software or reports. Examples of Licensed Product currently include without limitation: RainKing IT; RainKing Marketing; RainKing Dealstorm; and RainKing for Staffing. Currently, the foregoing examples of the Licensed Product are typically accessed by Paid Users through and as part of the Site.

A “Paid User” is an individual authorized to use a Licensed Product pursuant to the terms and conditions of a Subscription Agreement (as defined below) between RainKing and the individual’s current employer.

“Passcodes” refers to a UserID, password, and/or other credential that enables access to the Licensed Product.

3. Free Trial.
In RainKing's sole and absolute discretion, RainKing may offer a free trial period ("Free Trial") to certain individuals ("Gratis User") on a case by case basis to use a Licensed Product. Unless terminated sooner by RainKing, the Free Trial shall last for the length of time specified in the notification from RainKing that distributes Passcodes to the Gratis User or in any other notification to the Gratis User by RainKing. The terms set forth in the notification, combined with these Terms of Use, shall constitute a Subscription Agreement between RainKing and the Gratis User relating to such individual's access to and use of the associated Licensed Product being offered through the Free Trial.

4. Permitted Uses.
Subject to the provisions in these Terms of Use and, if applicable, a Subscription Agreement, you may use those portions of the Site and/or Services that you are authorized to access, in the ordinary course of your business to:(a) view the information provided; (b) call or send information to persons or institutions, provided that such information relates to your business; and(c) download and print selected information provided for internal research purposes.

5. Prohibited Conduct.
You have no authorization to access or use any portion of the Site and/or Services, and shall not access or use any portion of the Site and/or Services, except as expressly set forth in Section 4. Notwithstanding anything to the contrary in these Terms of Use, you must not:

  1. Use or access the Licensed Product, Site,or Services by means of any other person’s Passcodes.
  2. Use or access any portion of the Licensed Product, Site, and/or Services meant only for Paid Users, unless you are a Paid User using your own Passcodes.
  3. Use or access the Licensed Product, Site, or Services on behalf of a direct or indirect competitor of RainKing, or if you work for a direct or indirect competitor of RainKing.
  4. Provide any portion of the Licensed Product, Site, or Services to a direct or indirect competitor of RainKing.
  5. Use any portion of the Licensed Product, Site, or Services in connection with developing or maintaining any product or service.
  6. Upload or enter any portion of the Licensed Product, Site or Services into any publicly accessible site, network, or system.
  7. Use any portion of the Licensed Product, Site, or Services in a manner that would violate any applicable U.S., international, state, or local law or regulation.
  8. Post, transmit, or otherwise make available through or in connection with the Licensed Product, Site, or Services: (a) anything that could be (i) threatening, harassing, discriminatory, degrading, hateful, or otherwise tortuous, or (ii) obscene, indecent, or otherwise objectionable; (b) anything that could give rise to criminal or civil liability; (c) any virus, worm, Trojan horse, time bomb, spyware, or other malicious computer code, file, or program that may or is intended to damage, cease or hijack the operation of, or monitor the use of any hardware, software, data, or equipment; or (d) any unsolicited or unauthorized advertising, promotional material, or other form of solicitation.
  9. Use the Licensed Product, Site, or Services to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, or state or imply that we endorse any of your statements.
  10. Interfere with or disrupt the operation of a Licensed Product, the Site,the Services, or the servers or networks used to make the Licensed Product, Site, or Services available, or violate any requirements, procedures, policies, or regulations of such servers or networks.
  11. License, sublicense, transfer, assign, reproduce, duplicate, copy, sell, resell, offer to sell, distribute, or disclose, to any third party, any portion of a Licensed Product,the Site, or Services or any access to or use of a Licensed Product, the Site, or Services.
  12. Modify, adapt, make derivative works of, translate, reverse engineer, decompile, or disassemble the Licensed Product, Site, or Services.
  13. Use any robot, spider, site search or retrieval application, or other device to retrieve, index, “scrape,” “data mine,” or in any way gather content from the Licensed Product, Site, or Services, or reproduce or circumvent the navigational structure or presentation of the Licensed Product, Site, or Services without RainKing’s express prior written consent.

6. Acknowledgments

  1. You acknowledge and agree that you are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use a Licensed Product, the Site, or Services, and paying all charges related thereto.
  2. You acknowledge and agree that we reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: (a) modify or discontinue the Licensed Product, Site, or Services, with or without notice; (b) charge fees in connection with the use of the Licensed Product, Site, or Services; (c) modify any fees charged in connection with the Licensed Product, Site, or Services; or (d) offer opportunities to some or all users of the Licensed Product, Site, or Services.
  3. RainKing reserves the right to update or make changes to these Terms of Use from time to time and may provide you with notice of such changes by any reasonable means, including without limitation, by posting the revised version of these Terms of Use on the Site or in connection with the Services. Your access to or use of the Site or Services following changes to these Terms of Use will constitute your acceptance of those changes.

7. Submissions.
The Licensed Product, Site, or Services may make available certain functionality (including forums and e-mail addresses) through which you are able to post, send or make available information and materials (each, a “Submission”). For purposes of clarity, you retain any ownership rights that you may have in any Submission that you post, subject to the terms and conditions of these Terms of Use. For each Submission that you make available through or in connection with the Licensed Product, Site, or Services, you hereby grant to us a world-wide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), adapt, modify, create derivative works from, and otherwise use and exploit such Submission, in any format or media now known or here after developed, for any purpose, and you hereby represent and warrant that:(a) you own or have the full right, power, and authority to grant to RainKing use of and rights in and to all your Submissions; and (b) your license of such Submissions to RainKing hereunder does not, and the use or license of such Submissions to third parties by RainKing will not infringe any right or interest owned or possessed by any third party. We may use Submissions for any purpose whatsoever without compensation to you or any other person. You are and remain responsible for your Submissions.

8. Feedback.
Unless we expressly agree otherwise in writing, if you provide us with any ideas, proposals, suggestions, or materials (“Feedback”), whether related to the Licensed Product, Site, Services, or otherwise, you hereby acknowledge and agree that: (a) your provision of any Feedback is gratuitous, unsolicited, and without restriction, and does not place RainKing under any fiduciary or other obligation; and (b) any Feedback is not confidential and RainKing has no confidentiality obligations with respect to such Feedback. Without limiting the foregoing, all Feedback shall be deemed a Submission and licensed to us pursuant to Section7, above.

9. Privacy.
Use of a Licensed Product, the Site, or Services is subject to RainKing’s Privacy Policy [HYPERLINK](the “Privacy Policy”) located at www.rainkingonline.com, which is hereby incorporated into, and made part of, these Terms of Use.

10. RainKing's Proprietary Rights.
The Licensed Product, Site and Services and all components thereof and information therein constitute the valuable property and confidential copyrighted information of RainKing and its licensors, and are protected by copyright, trademark, patent and/or other proprietary rights and laws. You agree not to challenge RainKing's and its licensors’ ownership of, or the validity or enforceability of their rights in and to, such materials. You further agree not to remove, conceal, obliterate or circumvent any copyright or other notice or license, use, or copy rights management information included in the Licensed Product, Site, or Services. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on all or any part of the Licensed Product, Site, Services, or any information or materials made available through the Licensed Product, Site, or Services. This is a license agreement and not an agreement for sale. You shall have no right or interest in any portion of the Licensed Product, Site, or Services except as set forth in these Terms of Use and/or your Subscription Agreement.

Trade names, trademarks, and service marks on or in the Licensed Product, Sites, or Services, including without limitation RainKing Software, RainKing, and the RainKing logo, are owned by RainKing, RainKing’s licensors or other respective owners. Such trade names, trademarks, and service marks, whether registered or unregistered, may not be used in connection with any product or service that is not ours, or in any manner that is likely to cause confusion.

11. Termination.
These Terms of Use are effective until terminated. RainKing may suspend and/or terminate your access to or use of the Licensed Product, Site, or Services without prior notice, at any time and for any reason, including if RainKing believes that you may have violated or acted inconsistently with these Terms of Use. Upon any such suspension or termination, your right to access or use the Licensed Product, Site, or Services will immediately cease. You agree that RainKing may immediately suspend, deactivate, or delete your Passcodes, and all related information and files associated with it, and/or bar any further access to such information or files. You agree that RainKing shall not be liable to you or any third party for any suspension or termination of your access to the Licensed Product, Site, Services, or to any such information or files, and shall not be required to make such information or files available to you after any such suspension or termination. Furthermore, upon termination or expiration of these Terms of Use or any other agreement with RainKing, you will permanently delete or destroy all portions of the Licensed Product in your possession, custody, or control and, upon request, provide RainKing with written confirmation of the same.

12. Export Issues.
The Licensed Product, Site, and Services are controlled and operated by RainKing from the United States, and are not intended to subject RainKing to the laws or jurisdiction of any state, country, or territory other than that of the United States. RainKing neither represents nor warrants that the Licensed Product, Site, or Services or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Licensed Product, Site, or Services, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules, and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. We may limit the availability of the Licensed Product, Site, or Services, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time without prior notice. Not all products or services described on the Licensed Product, Site, or Services are available in all states or territories.

13. DISCLAIMER OF WARRANTIES.
THE SITE, SERVICES, AND ANY LICENSED PRODUCTS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE LICENSED PRODUCT, SITE, OR SERVICES, INCLUDING WITHOUT LIMITATION ANY RELIANCE ON THE ACCURACY, COMPLETENESS, AVAILABILITY OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE LICENSED PRODUCT, SITE, OR SERVICES. RAINKING DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE, SERVICES, OR ANY LICENSED PRODUCT MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES (INCLUDING WITHOUT LIMITATION THIRD-PARTY PRODUCTS AND SERVICES) TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE.

14. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,NEITHER RAINKING, NOR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS, SUCCESSORS, AND PERMITTED ASSIGNS (“RAINKING PARTIES”) WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES OR LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE LICENSED PRODUCT, SITE, OR SERVICES OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE RAINKING PARTIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE, THE LICENSED PRODUCT, SITE, OR SERVICES, OR FROM ANY CONTENT POSTED ON THE LICENSED PRODUCT OR SITE OR IN CONNECTION WITH THE SERVICES BY RAINKING OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE LICENSED PRODUCT, SITE, OR SERVICES IS TO STOP USING THE LICENSED PRODUCT, SITE, OR SERVICES. THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF RAINKING FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO RAINKING TO ACCESS AND USE A LICENSED PRODUCT, THE SITE, OR SERVICES DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM(S) AROSE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS/HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM/HER MUST HAVE MATERIALLY AFFECTED HIS/HER SETTLEMENT WITH THE DEBTOR."

THESE FOREGOING LIMITATIONS APPLY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE RAINKING PARTIES WERE NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN RAINKING AND YOU. THE PRODUCT WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RAINKING THROUGH THE PRODUCT CREATE ANY WARRANTY, REPRESENTATION, AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.NO ACTION ARISING OUT OF OR PERTAINING TO THESE TERMS OF USE MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

15. Indemnity.
Except to the extent prohibited under applicable law, you agree to defend, indemnify, and hold harmless each of the RainKing Parties from and against all claims, losses, costs, and expenses (including reasonable attorney’s fees and costs) arising out of: (a) your misuse of any portion of the Licensed Product, Site, or Services; (b) any violation or alleged violation of these Terms of Use or any other separate agreement with RainKing; or (c) any claim that your activities in violation of these Terms of Use caused damage to, infringed upon, or violated the rights of a third party, including infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity, or violation of any right related to the foregoing.You shall cooperate in the defense of any such claim or demand. RainKing reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense, and you shall not in any event settle any such matter without the written consent of RainKing.

16. Governing Law.
These Terms of Use are governed by the laws of the State of Maryland, U.S.A., without regard to its conflicts of law provisions, and regardless of your location. Additionally, any claim or controversy arising out of or relating to these Terms of Use, or breach or anticipated breach of these Terms of Use by you, will cause irreparable injury to RainKing, and RainKing may seek specific performance and/or injunctive relief or any and all other available legal relief for damages in any appropriate court. Any controversy or claim arising out of or relating to these Terms of Use, or breach thereof, the Licensed Product, Site, or Services, shall be brought by you exclusively in the Circuit Court of Montgomery County, Maryland or the Federal District Court of Maryland. Whether in an action brought by you or by us,you irrevocably consent to the exercise of personal jurisdiction over you by such courts and waive any right to plead, claim, or allege that Maryland is an inconvenient forum.

17. Survival Clause.
Sections 5,7,8,9,11-17,and 20 shall survive any expiration or termination of these Terms of Use.

18. Copyright Infringement Claims.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site or in connection with the Services infringe your copyright, you (or your agent) may send RainKing a written notice by mail, email, or fax requesting that RainKing remove the material or disable access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send RainKing a counter-notice. Notices and counter-notices must meet then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. It is RainKing’s policy to terminate in appropriate circumstances the accounts of repeat infringers. Notices and counter-notices should be sent to RainKing’s DMCA Agent:

DMCA Agent
RainKing Software, Inc.
7700 Old Georgetown Rd.
Bethesda, MD 20814
Email: inquiries@rainkingonline.com

19. Notice for California Residents.
Although the Licensed Product, Site,and Services are meant for business professionals, rather than individual consumers in their personal capacity, under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site or Services, please contact us in writing to Melissa Macatuno, Marketing Manager, RainKing Software, Inc., 7700 Old Georgetown Rd., Bethesda, MD 20814 or by email to inquiries@rainkingonline.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

20. Miscellaneous.
If any provision of these Terms of Use are found to be unlawful, void, or for any reason unenforceable, such provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms of Use without our express prior written consent, and any unauthorized assignment, transfer, or sublicense is void. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms of Use without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This, together with all policies referred to herein, is the entire agreement between you and RainKing relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and RainKing relating to such subject matter, with the exception of any separate written agreement between the parties relating to the Licensed Product. Notices to you may be made via posting to the Site or through the Services, by email, or by postal service, in RainKing's discretion. RainKing will not be responsible for failures to fulfill any obligations due to causes beyond its control. All notices to RainKing pertaining to these Terms of Use will be in writing, mailed by registered or certified mail, return-receipt requested, or delivered by a well-recognized overnight carrier, to Melissa Macatuno, Marketing Manager, RainKing Software, Inc., 7700 Old Georgetown Road Bethesda, MD 20814. If you have any questions regarding the meaning or application of these Terms of Use, please direct such questions to inquiries@rainkingonline.com.

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