Terms of Service


Last Updated: DECEMBER 2024

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.

THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH RAINMAKER SUITE, (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PORTIONS OF THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES.” SUCH COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND NOT BY THESE TERMS.

ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, AND AFFILIATE AGREEMENT (WHEREVER APPLICABLE) (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND RAINMAKER SUITE INC. AND ITS RESPECTIVE OFFICERS, DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “RAINMAKER SUITE,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH RAINMAKER SUITE RELATED TO THE PLATFORM.

RainMaker Suite reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

RainMaker Suite is only providing the Platform for your business use without any promise of exclusivity. RainMaker Suite’s customers, users, entrepreneurs, affiliate marketers, experts, and partners are not RainMaker Suite’s employees, contractors, or representatives. RainMaker Suite is not responsible for any interactions between you and your customers, other than providing access to the Platform. RainMaker Suite is in no way liable for any disputes, claims, losses, injuries, or damages arising from your relationship with your customers, including their reliance upon any information or content you provide. You agree and acknowledge that you are responsible for implementing your own terms of service to govern the relationship between you and your customers.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

1. Use of Platform

1.1. Restrictions

You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You may not use the Platform or the Services if you are an employee, partner, or director of our Competitors or intend to gain access to the Platform in order to compete with the Platform.

1.2 Platform Account Ownership

Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless you are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind the business entity. If multiple parties claim to be the “owner” of a particular Platform account, RainMaker Suite will deem the owner to be the person who can demonstrate ownership (in whole or in part) of the underlying business entity for which the Platform Account was created by providing government-issued documentation of such ownership. If RainMaker Suite is unable to determine the rightful owner of the Platform Account, RainMaker Suite reserves the right to suspend or terminate the Platform Account until the disputing parties have mutually agreed on ownership or until a court has ordered RainMaker Suite to grant access to a specific individual.

1.3 Intended Use

You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You and Your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that:

  1. You and Your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms;

  2. You are fully responsible for your actions and the actions of your employees, agents, and customers who use the Platform;

  3. You are fully responsible for the use of the Platform by your customers;

  1. You, your employees, agents, and customers will not misrepresent the Platform or the Services;

  1. You will ensure that your employees with access to the Platform Account are bound by these Terms, and you will require that your customers accept terms at least as restrictive as these Terms;

  1. You own or control all rights in and to all content you provide to RainMaker Suite, including, but not limited to, any code provided to customize the Platform for your customers;

  1. You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers;

  2. You will not give access to the Platform or Services to a direct Competitor of RainMaker Suite;

  1. You will not directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to uncover or discover the source code, object code, or underlying structure, ideas, know-how, or algorithms;

  1. You will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); and

  1. You will not remove any proprietary notices or labels.

1.4 Compliance

You will be solely responsible for your use of the Platform and Services, including (a) the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform, (b) securing and maintaining proper insurance as required, and (c) compliance with all applicable laws and regulations including but not limited to HIPAA and other data privacy laws. RainMaker Suite is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws, including but not limited to HIPAA, PCI, Gramm-Leach-Bliley Act, and other similar laws and regulations.

1.5 Privacy

By using the Platform and providing Information on or through the Platform, you consent to RainMaker Suite’s use and disclosure of the Information in accordance with the Privacy Policy available [here] and incorporated herein by reference. You agree that RainMaker Suite has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you provide your customers with access to the Platform, you must implement and enforce your own terms of service and Privacy Policy, providing a level of protection at least equal to that provided to you by RainMaker Suite. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.

1.6 Login Credentials

You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify RainMaker Suite immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. RainMaker Suite reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in RainMaker Suite’s opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials. You give consent to RainMaker Suite to access and monitor your Platform Account and your customer’s accounts for support and security purposes, and/or to perform its obligations under these Terms or to enforce these Terms.

1.7 Use of Communication Services

The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities, and other methods. Separate Communication Surcharges for these services may apply and will be charged to your invoice. If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act (“TCPA”), the Do Not Call Registry Rules, and the CAN-SPAM Act. RainMaker Suite is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws. RainMaker Suite is a technology platform communication service application provider only. RainMaker Suite does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method. You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email or otherwise, are created by and initiated by you and/or your customers, whether generated by You or sent automatically via the Platform at Your direction. Communication Surcharges are subject to the applicable telecommunication terms of service.

1.8 Third-Party Services

You may choose to access certain Third-Party Services through the Platform. You are responsible for enabling and managing the integration of each Third-Party Service. You acknowledge that by purchasing or integrating Third-Party Services through the Platform, you grant permission to RainMaker Suite to share your data with the Third-Party Services providers in order to facilitate the integration and use of the Third-Party Services through the Platform. You also represent and warrant that You have the appropriate consents for importing any data (including data of your customers) that you request RainMaker Suite to import from other Third-Party Services and/or are the rightful owner of such data. RainMaker Suite is not responsible for, and RainMaker Suite hereby disclaims any liability for, any act or omission of any Third-Party Services provider or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether RainMaker Suite endorses, approves, promotes, or supports any such Third-Party Services. You hereby irrevocably waive any claim against RainMaker Suite with respect to the content or operation of any Third-Party Services. Your use of the Third-Party Services is governed by Your agreement with such Third Party, including any supplemental policies imposed by the Third Party. You are solely responsible for reviewing and complying with any terms of use, privacy policies, or other terms governing your use of these Third-Party Services, which you use at your own risk. RainMaker Suite disclaims all liability related to outages or downtime of Third-Party Services.

RainMaker Suite does not guarantee the interoperation, integration, or support of any Third-Party Services nor gives any representation, warranty, or endorsement—express or implied—with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services. RainMaker Suite may, at any time, in its sole discretion, modify the Platform or Services, which may impact interoperation, integration, or support of Third-Party Services.


If you elect to pause or delete some or all of your Platform Account, certain features, functionality, or Services, including Third-Party Services (such as telephony or email services), may not be recoverable or retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and RainMaker Suite is still incurring costs on your behalf related to Third-Party Services (such as the costs of securing a particular phone number on your behalf), RainMaker Suite reserves the right to release that phone number or delete some or all of your Platform Account in its sole discretion, without liability to you.

1.9 Third-Party Content

The Platform may include Third-Party Content. Your use of Third-Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third-Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of RainMaker Suite. RainMaker Suite is not responsible for Third-Party Content and makes no endorsements, representations, or warranties and assumes no liability, obligation, or responsibility for Third-Party Content. You are responsible for ensuring that your engagement or transactions with Third-Party Content comply with these Terms and any applicable laws.

1.10 Excessive Use Restrictions; Trials

RainMaker Suite provides access to the Platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance. We have no liability for the effect that your excessive data use may have on performance. If, in RainMaker Suite’s sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the Platform in any way, we may:

  1. Require that you upgrade your Services if your data use exceeds the intended use of your existing Platform tier or if RainMaker Suite’s operational costs to support your usage exceed the subscription price;

  2. Suspend or terminate your use of the Platform or Services; and/or

  3. Reduce the amount of data you are able to use.

Trial periods are not intended to be used consecutively. If we discover that you are doing back-to-back trials to avoid paying a subscription fee, then RainMaker Suite reserves the right to suspend or terminate your use of the Platform or Services and to ban you from using the Platform in RainMaker Suite’s sole discretion.

1.11 Platform Updates

RainMaker Suite reserves the right to make updates or changes to the Platform at any time, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on RainMaker Suite’s future delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any Third-Party Service.

1.12 International Use

If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform. RainMaker Suite makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to the taxation of products purchased over the Internet. You agree to comply with all economic sanctions and export control laws, rules, and regulations, including without limitation those promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Export Control Laws”). By using the Platform, you agree not to use, export, import, sell, release, or transfer the Platform, the Services, or any supporting software or technology, or your content, in violation of any such Export Control Laws.

You represent, warrant, and covenant that:

  1. You are not named on, or owned or controlled by any party named on, any U.S. government or other applicable restricted-party list;

  2. You are not a national of, located in, or an entity (or a director/employee/agent/representative of such entity) registered in a U.S.-embargoed country;

  3. You will not permit your users to access or use the Platform or provide any services to any person(s) in violation of any Export Control Laws;

  1. No user data created or submitted by You is subject to any restriction on disclosure, transfer, download, export, or re-export under the Export Control Laws; and

  1. You will not use the Platform to disclose, transfer, download, export, or re-export, directly or indirectly, any of your user data or content to any country, entity, or party that is ineligible to receive such items under the Export Control Laws.

RainMaker Suite reserves the right to terminate access to any Platform Account that it determines to be a prohibited end-user or engaged in prohibited end-use, without any liability to you.

1.13 Artificial Intelligence Acceptable Use Policy

Before using AI features of the Platform, ensure that you are in a jurisdiction that allows AI usage. If you elect to use AI-based features, you are responsible for ensuring compliance with our Artificial Intelligence Acceptable Use Policy (attached as Exhibit B) and for complying with all relevant laws regarding AI usage.

1.14 Domain Names

If you use the Platform to purchase a domain name, RainMaker Suite will purchase it on your behalf and will be listed as the registrant. You must use the domain name in compliance with these Terms. If requested by You in writing, RainMaker Suite will transfer the domain name to you (a transfer fee may apply). You agree to indemnify and hold RainMaker Suite harmless from any claim or demand arising from your use of such domain, including any breach of these Terms or violations of applicable laws.

1.15 Customer Account Transfer Requests

RainMaker Suite will not fulfill Sub-Account transfer requests made by your customers unless you have approved the transfer through our in-app transfer request process. RainMaker Suite will only fulfill transfers of Sub-Accounts without Your approval if:

  1. The Sub-Account has attempted to seek your approval through the in-app transfer request process;

  2. You have failed to respond to the customer for at least 30 days; and

  3. Either (a) your Platform Account has been canceled by you or force-canceled for non-payment and not reactivated within 30 days, or (b) your Platform Account has been suspended or terminated due to your breach of these Terms.

1.16 Bug Bounty Program

RainMaker Suite does not have a bug bounty program and does not pay bug bounties. RainMaker Suite prohibits any unauthorized penetration testing, security assessment, or probing, except as expressly permitted by these Terms or agreed to in a separate written agreement.

1.17 Certification Program

RainMaker Suite offers a certification subscription to individual users and enterprise-level customers who successfully complete the certification exams to indicate Platform expertise. Certification badges are unique to the individual who earned the badge. You agree not to misrepresent certification badges on your store, social media, or the Platform. Certification does not constitute RainMaker Suite’s endorsement, promotion, or affiliation with any particular individual. By participating in the Certification Program, you grant permission to RainMaker Suite to display your contact information on the RainMaker Suite Certified Directory. RainMaker Suite is not liable for any business outcome resulting from certification. You are prohibited from stating or implying that you are an employee or contractor of RainMaker Suite. RainMaker Suite reserves the right to terminate your participation in the Certification Program at any time, for any reason, in its sole discretion.

1.18 Ecommerce Products and Services

You are solely responsible for the Materials that you may sell through the Platform (including descriptions, prices, fees, taxes, fulfillment times, and regulatory compliance). You acknowledge and agree to provide public-facing contact information, a refund policy, and order fulfillment timelines on your store. RainMaker Suite does not provide refunds to your customers. RainMaker Suite is not a marketplace; any contract of sale is directly between You and your customers. You are the seller of record for all items you sell on the Platform. RainMaker Suite is not the seller or merchant of record and has no responsibility for your store or items sold to customers through the Platform. RainMaker Suite reserves the right to provide Services to your competitors. You acknowledge that RainMaker Suite employees and contractors may also be RainMaker Suite customers or merchants. You agree to ensure that the terms & conditions applicable to your transactions with your customers do not conflict with these Terms.

2. White Labeling and Resale MAP Policy

2.1 Resale Restrictions

When reselling access to the Platform, you agree that you are fully liable to your customers for their access to and use of the Platform, and you are solely responsible for the resolution of all customer disputes and inquiries. If RainMaker Suite determines, in its sole discretion, that you are consistently and repeatedly failing to provide adequate resolutions to your customers’ disputes, or if we receive complaints that you are not responding to legitimate disputes or inquiries, we reserve the right to terminate your Platform Account.

2.2 Minimum Advertised Price

If you are authorized to white-label and resell access to the Platform, You cannot advertise access to the Core Platform for an effective price that is less than the Standard Prices offered by RainMaker Suite (the “MAP Policy”). The “Core Platform” is defined as a combination of 2 or more of the following Platform features:

  1. Funnel and Website Builder

  2. Forms

  3. Surveys

  1. Customer Relationship Manager

  1. Email Builder

  1. Calendars

  1. Automation workflows

“Standard Price” for one Sub-Account is $97 USD for monthly subscriptions or $970 USD for an annual subscription. RainMaker Suite reserves the right to change its Standard Prices at any time, for any reason. In the event of a change to RainMaker Suite’s Standard Prices, you are responsible for ensuring your continued compliance with the MAP Policy. RainMaker Suite may offer special promotions or discounts from time to time, but such special pricing does not create an exception to this MAP Policy.

2.3 Lifetime Licenses Restriction

Subscription fees for access to the Platform or any standalone Platform features must be charged on a recurring basis (monthly, annually, etc.). It is a violation of these Terms to resell lifetime access to the Core Platform or any standalone feature of the Platform for a one-time fee, unless you have prior written approval from RainMaker Suite. RainMaker Suite reserves the right to grant and/or revoke exceptions in its sole discretion.

2.4 Exceptions to MAP Policy

2.4.1 RainMaker Suite reserves the right to make exceptions to this MAP Policy at any time, for any reason, in its sole and absolute discretion. Such exceptions must be made in writing.

2.4.2 The MAP Policy does not apply to Advertised Prices displayed at brick-and-mortar selling locations where the Advertised Price is not visible to customers outside said location, nor does it apply to final prices disclosed in online “shopping carts” that are not indexable by search engines.

2.4.3 The MAP Policy does not apply to advertising within any jurisdiction where minimum advertised price policies are prohibited by law. However, you may not transmit an Advertised Price less than the MAP Policy from any such jurisdiction to any jurisdiction where the MAP Policy is permissible.

2.4.4 For sales in the EU or UK, the MAP Policy does not prohibit offering customers discounts or communicating that the Final Price could differ from the Advertised Price.

2.5 White Label License and Restrictions

2.5.1 License to White Label

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to use the Platform’s design and trade dress as may be reasonably required for rebranding and reselling access to the Platform under your own white-label brand. Any license granted to you under this Section will automatically terminate if you breach these Terms or violate the restrictions below. Under this license, you may incorporate your name, logo, trademarks, and color scheme into your designated space within the Platform. You are solely responsible for any IP concerns regarding your and your customers’ look and feel customizations. RainMaker Suite may remove any of your modifications at any time without advance notice or liability.

2.5.2 Restrictions

You must not engage in illegal, deceptive, misleading, or unethical practices, including but not limited to disparagement of the Platform or Services. You will not acquire any rights in the Platform. If you do, you automatically assign those rights to RainMaker Suite at no expense. You are prohibited from representing yourself as a RainMaker Suite employee or implying an association with RainMaker Suite. You may not direct your customers to contact RainMaker Suite for support or other issues, nor solicit existing RainMaker Suite customers to cancel their accounts to switch to your white-labeled version of the Platform. You may not distribute marketing that compares or claims your white-labeled version is superior to or more feature-rich than RainMaker Suite’s Platform.

2.5.3 Suspension and Termination

We may suspend or terminate your ability to resell access to the Platform at any time, for any reason, at our sole discretion, including if you violate the MAP Policy or these Terms.

3. Code of Conduct

You represent and warrant that you will comply with the Code of Conduct set forth in Exhibit A. RainMaker Suite reserves the right to seek all remedies available for violations of these Terms, including the Code of Conduct, up to and including termination of your Platform Account.

4. Payment

4.1 Fees and Auto-Renewal

You agree to provide accurate and complete billing information (name, address, credit card info, phone number) and to update any changes within 10 days. Your use of the Platform is subject to the timely payment of all Fees, which may include subscription fees, Communication Surcharges, and add-on or usage-based service fees. Fee rates may change from time to time. Subscription services will be billed in advance (monthly or annually), while usage-based fees are charged separately as line items on your invoice. We will automatically charge the card on file when Fees become due.

4.2 Wallets and Rebilling

Your Platform Account includes a “wallet” to pre-load funds for Services or to support rebilling of your customers’ Fees. If you are on certain subscription plans, you are automatically enrolled in our rebilling feature. If you use the wallet feature, you consent to RainMaker Suite deducting amounts from the wallet as Fees become due. In the event of a negative wallet balance, we will charge your credit card on file to cover the negative balance.

4.3 Late Payments and Payment Disputes

If your payment method is declined, we will re-attempt to charge your card for 7 business days. If unsuccessful, your account may be canceled for non-payment. We may also require you to pay overdue Fees by an alternate method. We may take legal action to collect overdue balances. If you dispute any charges, notify us in writing within 30 days of the invoice date. You must pay all invoiced Fees while the dispute is pending or waive your right to pursue the dispute.

4.4 Cancellations

You may cancel your subscription in your Platform Account, by submitting a support ticket, or by calling our support line. You are responsible for all Fees incurred until cancellation. No refunds are provided for your failure to properly cancel the Services.

4.5 Mark-ups

You may not mark up or increase any RainMaker Suite Fees that you pass through to your customers or third parties unless enrolled in an approved plan (e.g., a higher-tier plan). You are solely responsible for all pass-through Fees and any associated refunds, chargebacks, or disputes. RainMaker Suite is not responsible for resolving disputes between you and your customers related to pass-through Fees.

4.6 Refunds

4.6.1 Nonrefundable Fees

All Fees assessed by RainMaker Suite are non-refundable, including subscription Fees and Communication Surcharges. You are responsible for any excess Fees incurred due to your own error. RainMaker Suite may, in its sole discretion, issue or deny a refund or credit at any time, for any reason.

4.6.2 Pre-paid and Minimum Commitment Subscriptions

RainMaker Suite resells certain Third-Party Services requiring pre-payment. Unused or canceled pre-paid services are non-refundable. RainMaker Suite may, in its discretion, issue account credits. Certain subscriptions require non-cancellable minimum commitments. Fees for such subscriptions continue automatically until the commitment is fulfilled. Some add-on services cannot be canceled or refunded once they are enabled on your Platform Account.

4.6.3 Wallet Credit Refunds

When your Services end, it is your responsibility to request a refund of any remaining “wallet” balance. Funds left in the wallet for over thirty (30) days after expiration or termination of your account become property of RainMaker Suite.

4.7 Taxes and Government Assessments

All Fees are exclusive of taxes unless stated otherwise. You are responsible for all taxes associated with your use of the Platform. RainMaker Suite may collect taxes as required by law, and all determinations regarding taxes are final. Failure to provide a valid VAT or GST ID when requested may result in additional taxes that are not refundable.

5. Affiliate Program

RainMaker Suite offers an Affiliate Program through which commissions can be earned for referring new customers. Your participation is subject to RainMaker Suite’s approval and acceptance of the Affiliate Agreement, which is incorporated by reference. You must set up a payment account to receive commission payouts. Commissions may be forfeited if we cannot submit payment to your payment account. RainMaker Suite employees are not eligible for the Affiliate Program for at least six (6) months after their employment ends.

6. Intellectual Property

6.1 Platform Content

The Platform and all Platform Content are the property of RainMaker Suite or its licensors and are protected by copyright, trademark, and other intellectual property laws. Platform Content does not include User Contributions (see below). RainMaker Suite grants you a personal, non-transferable, revocable, and non-exclusive license to access and use the Platform Content to make the Platform available to you and your customers.

6.2 RainMaker Suite Marks and Advertisements

The “RainMaker Suite” name, related logos, and service marks are the property of RainMaker Suite and may not be used without written permission. You may not remove or alter any RainMaker Suite name, logo, or proprietary notices, including attribution information, credits, and copyright notices.

6.3 User Contributions

User Contributions are non-confidential and non-proprietary. You grant RainMaker Suite (and its service providers) the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose your User Contributions in order to fulfill RainMaker Suite’s obligations under these Terms. RainMaker Suite is not responsible for the legality, reliability, accuracy, or appropriateness of your User Contributions and reserves the right to remove or delete any content deemed in violation of these Terms.

6.4 Prohibited User Contributions

You are prohibited from posting content that is unlawful, threatening, or infringes any intellectual property rights, among other restrictions. See Section 3 (Code of Conduct) and Exhibit A.

6.5 Feedback

If you provide Feedback (ideas on improvements or new features), your submission is voluntary and non-confidential. RainMaker Suite may use or disclose this Feedback without restriction, and you release RainMaker Suite from any liability regarding use of that Feedback.

6.6 Feedback Waiver

You waive any claims against RainMaker Suite arising from how we use your Feedback, and you agree to indemnify RainMaker Suite if the Feedback violates any third-party rights.

6.7 Copyright; Digital Millennium Copyright Act (DMCA)

RainMaker Suite complies with the DMCA. If you believe your copyright is infringed by a RainMaker Suite user, you may submit a formal DMCA Takedown Request following the process described on our website or by emailing [[email protected]] with the required details. RainMaker Suite will respond as outlined in the DMCA.

6.8 Copyright

The RainMaker Suite Platform is a protected work under U.S. copyright laws.

6.9 Patents Pending

Certain features in the Platform are covered by pending U.S. patent applications.

6.10 Usage Data

RainMaker Suite may access and analyze data derived from the use and performance of the Platform (“Usage Data”) in accordance with our Privacy Policy. RainMaker Suite owns all such Usage Data. Any disclosure of Usage Data to third parties is in anonymized, aggregate form only.

7. Disclaimers

RAINMAKER SUITE MAKES NO GUARANTEE THAT YOUR BUSINESS WILL BE PROFITABLE OR THAT YOU WILL EARN ANY MONEY USING THE PLATFORM. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. RAINMAKER SUITE IS NOT LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM DOWNLOADS OR USE OF THE PLATFORM.

RAINMAKER SUITE MAKES NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, (C) THE RESULTS YOU OBTAIN WILL BE ACCURATE OR RELIABLE, (D) CERTAIN FEATURES WILL BE ADDED, OR (E) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS. YOUR USE OF THIRD-PARTY SERVICES IS SOLELY AT YOUR OWN RISK.

RAINMAKER SUITE RESERVES THE RIGHT TO MODIFY OR DISCONTINUE THE PLATFORM AT ANY TIME. ANY NEW FEATURES THAT AUGMENT THE CURRENT PLATFORM ARE ALSO SUBJECT TO THESE TERMS. CERTAIN STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES; IN SUCH CASES, SOME EXCLUSIONS MAY NOT APPLY TO YOU.

BETA OR EARLY RELEASE PRODUCTS: IF YOU CHOOSE TO USE ANY BETA PRODUCTS, THEY ARE PROVIDED “AS IS” AND AT YOUR OWN RISK. NO INDEMNITIES OR WARRANTIES APPLY TO BETA PRODUCTS.

8. Limitation of Liability, Indemnification, and Mitigation

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM RELATING TO THESE TERMS OR THE PLATFORM IS LIMITED TO THE FEES YOU PAID RAINMAKER SUITE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL RAINMAKER SUITE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD RAINMAKER SUITE HARMLESS AGAINST ALL CLAIMS, DAMAGES, LOSSES, FEES, COSTS, OR EXPENSES ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE PLATFORM, (B) YOUR BREACH OF THESE TERMS, (C) VIOLATIONS OF LAW BY YOU OR YOUR EMPLOYEES OR CUSTOMERS, OR (D) DISPUTES BETWEEN YOU AND YOUR CLIENTS.

If the Platform is found to violate any third-party IP rights, RainMaker Suite may (a) obtain the right for you to continue using it, (b) modify or replace it to make it non-infringing, or (c) require you to cease use immediately.

9. Limitation on Time to File Claims

ANY CLAIM RELATED TO THESE TERMS OR THE PLATFORM MUST BE BROUGHT WITHIN THREE (3) MONTHS OF THE EVENT GIVING RISE TO THE CLAIM. OTHERWISE, IT IS PERMANENTLY BARRED.

10. Injunctive Relief

A breach of these Terms may cause irreparable harm to RainMaker Suite. RainMaker Suite is entitled to seek injunctive relief (in addition to any other remedies) without posting a bond or other security.

11. Waiver and Severability

No waiver of any term or condition by RainMaker Suite shall be a further or continuing waiver of such term or condition. If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.

12. Change of Control

RainMaker Suite may assign its rights under these Terms at any time without notice. You may not assign your rights under these Terms without RainMaker Suite’s prior written consent.

13. Entire Agreement

These Terms, along with any other agreements you may have with RainMaker Suite, constitute the entire agreement between you and RainMaker Suite regarding the Platform and supersede all prior agreements, representations, and warranties.

14. Term and Termination

These Terms remain in effect so long as you maintain a Platform Account. Certain provisions intended to survive termination will remain in full force after termination.

14.1 Grounds for Termination

RainMaker Suite may suspend or terminate your access at any time, for any reason, with or without notice. Any suspected illegal or fraudulent activity is cause for termination and potentially notifying authorities. Inactive accounts (90 days or more) may be deleted.

14.2 No Right to Services Upon Termination

Upon termination, your right to use the Platform ceases immediately. RainMaker Suite is not liable for any damages arising out of termination.

14.3 No Termination by Third-Party Users

If your subscription was not purchased directly from RainMaker Suite, you must contact the party from whom you purchased access for any inquiries about termination.

14.4 Force Majeure

RainMaker Suite will not be liable for non-delivery or delay due to events beyond our reasonable control, such as labor strikes, war, natural disasters, governmental acts, etc.

15. Applicable Law, Binding Arbitration, and Class Action Waiver

The laws of the State of Texas govern these Terms, without regard to conflict-of-law principles. Any disputes shall be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, in Dallas, Texas. You waive the right to participate in any class action related to the Platform or these Terms.

16. Communications and Contact Information

All notices must be in writing via email. Notices to RainMaker Suite must be sent to [[email protected]]. We may send notices to you through the email on your account or by other means if unavailable. If you have questions, please contact us at [[email protected]] or via mail:

Magnum Opus Holdings/RainMaker Suite Inc.

ATTN: Legal Department

1700 Northside Drive NW, Suite A7-1354

Atlanta, GA 30318

17. Definitions

  1. Communication Surcharges: Fees related to telecommunication services such as SMS, MMS, or voice calls.

  2. Competitor: Any entity offering a marketing and sales platform or similar SaaS product, as determined by RainMaker Suite in its sole discretion.

  3. Feedback: Ideas about improvements or new features for the Platform.

  1. Fees: Subscription fees or any usage-based, add-on, or other fees incurred on the Platform.

  1. RainMaker Suite Marks: The RainMaker Suite name, logos, or service marks.

  1. Information: Data you and your customers provide to RainMaker Suite in connection with the Platform.

  1. Login Credentials: Usernames, passwords, and API keys used to access the Platform.

  2. Materials: Your content, trademarks, copyrights, photos, videos, or other data you make available on the Platform.

  1. Platform: The RainMaker Suite website, mobile app, Services, and associated features and content.

  1. Platform Account: Your account that grants access to the Platform and Services.

  1. Platform Content: Data, features, and functionality on the Platform (excluding User Contributions).

  1. Prohibited Uses: Uses barred by Section 3 (Code of Conduct) and Exhibit A.

  1. Services: The various features and tools offered via the Platform, including any Third-Party Services.

  1. Sub-Account: A single subscription for one business under a main Platform Account.

  1. Third-Party Content: Content provided by external sites or vendors accessible via the Platform.

  1. Third-Party Services: External products or integrations offered via the Platform.

  1. Training: Any tutorials, information, or suggested best practices RainMaker Suite provides.

  1. User Contributions: Content or materials you or your customers post or submit on the Platform.

  1. You/Your: The individual or business entity that accepted these Terms.

18. Beta Program Promotional Rate

By participating in the RainMaker Suite Beta Program (“Beta Program”), you acknowledge and agree that you are receiving a special promotional monthly rate of $49 (the “Beta Rate”) in exchange for providing development input and feedback to RainMaker Suite. The standard monthly rate for use of the Platform is $197 per month.

  1. Confidential Rate

  • This discounted Beta Rate is not published on the RainMaker Suite website or in public marketing materials. You agree that the Beta Rate is confidential and must not be disclosed outside the Beta Program group.

  1. Termination of Beta Rate

  • If you disclose or share details about this discounted Beta Rate to anyone outside the Beta Program group, RainMaker Suite reserves the right to immediately terminate your participation in the Beta Program.

  • Upon termination, you will no longer be eligible for the Beta Rate and will be charged at the standard monthly rate of $197 going forward.

  1. Ongoing Participation

  • If you disclose or share details about this discounted Beta Rate to anyone outside the Beta Program group, RainMaker Suite reserves the right to immediately terminate your participation in the Beta Program.

  • Upon termination, you will no longer be eligible for the Beta Rate and will be charged at the standard monthly rate of $197 going forward.

  1. Ongoing Participation

  • If you disclose or share details about this discounted Beta Rate to anyone outside the Beta Program group, RainMaker Suite reserves the right to immediately terminate your participation in the Beta Program.

  • Upon termination, you will no longer be eligible for the Beta Rate and will be charged at the standard monthly rate of $197 going forward.