READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS.   ACCESING, DOWNLOADING, INSTALLING, OR HAVING A THIRD PARTY INSTALL THE SOFTWARE ON YOUR BEHALF YOU AGREE TO THE TERMS OF THIS AGREEMENT.

1. SCOPE OF LICENSE

This document governs the use of all RainWorx and RainWeb LLC software products and associated media, print and electronic documentation, customization, and future software versions and revisions (collectively and individually referred to as the “Software”).    This is a legal agreement between you (individual or entity, referred to henceforth as “Licensee”) and the RainWorx and RainWeb LLC (Licensor, henceforth referred to as RainWorx). 

No right, title or interest in or to any trademark, service mark, logo, or trade name of RainWorx, RainWeb LLC, or Software and accompanying print or digital media is granted under this agreement.

2. LICENSE TO USE

RainWorx hereby grants, and Licensee hereby accepts, subject to the terms and condition of this Agreement a nonexclusive, nontransferable, and non –assignable license of the accompanying Software, documentation, corrections, and modifications for installation to, or use on, the number of servers, the class of computer hardware, and domains for which the corresponding fee(s) have been paid to RainWorx.  The fees and License to Use are subject to change at the sole discretion of RainWorx.  The Software is licensed, not sold.  Licensee must be lawfully able to enter into and form contracts under their own will.

3. RESTRICTIONS

Software is confidential and copyrighted.  Title to Software and all associated intellectual property rights are retained by RainWorx.  Except as specifically authorized in any Supplemental License Terms, you may not make copies of Software or accompanying print and electronic media, other than a single copy of Software for archival purposes.

You may not decompile, disassemble, or otherwise reverse engineer Software.  Modifications to Software are made at the risk of the Licensee.  RainWorx is not responsible for modifications made at the Licensee’s own risk by Licensee or a third party.

You may not publish the results of any benchmark or comparison tests run on Software.  You may not provide the results of any benchmark or comparison tests run on Software to any third party without the prior written consent of RainWorx.

4. MODIFICATIONS

RainWorx will provide, in its sole discretion, Licensee with error corrections, bug fixes, or patches to the Software licensed hereunder.  Licensee may, from time to time, request that RainWorx incorporate certain features, enhancements or modifications into the Software.  RainWorx may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any past or future Licensees.   

5. REFUNDS

In the event that RainWorx refunds any amounts paid by Licensee for Software, in relation to Paragraph 6 below, Licensee understands and agrees that this Agreement and the Software License are terminated.  Upon License termination, Licensee agrees that it will no longer use, display, or otherwise control the Software, code, documentation, and related print or digital media. 

6. LIMITED WARRANTY

RainWorx warrants that for your benefit alone, for ninety (90) days from the day of delivery to you (the "Warranty Period") the Software, under normal use in a compatible execution environment, will be free from defects in material and workmanship.   This limited warranty extends only to the Customer as the original Licensee. Except for the foregoing, Software and accompanying print and digital media is provided “AS IS”.     Your exclusive remedy and RainWorx’ entire liability under this limited warranty will be at RainWorx’ option to fix the Software or refund the fee paid for Software.

7. DISCLAIMER OF WARRANTY

Except for the expressed warranties set forth in this agreement, RainWorx disclaims all implied warranties for the software, including warranties of merchantability and fitness for a particular purpose.  RainWorx makes no representations concerning the quality of the software and does not promise that the software will be error free or will operate without interruption.

This warranty does not apply if the software (a) has been altered, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by RainWorx, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in illegal activities or any actions in direct conflict with governing law.  Licensee is responsible for ensuring that the Software satisfies needed requirements, and any absence of such requirements in Software does not classify Software as ‘with defect’.

8. LIMITATION OF LIABILITY

In no event will RainWorx be liable for any direct, indirect, incidental, special, consequential or other damages; including, but not limited to, lost revenue, profit, or data arising out of the use of or the inability to use the software by any person or organization even if RainWorx has been advised of the possibility of such damages.  In no event will RainWorx’ liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement.  The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.

9. TERMINATION

This Agreement is effective until terminated.  You may terminate this Agreement at any time by destroying all copies of Software and related print and digital media.  This Agreement will terminate immediately without notice from RainWorx if you fail to comply with any provision of this Agreement.  Upon termination, you must destroy all copies of Software.

10. EXPORT REGULATIONS

  All Software and technical data delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries.  You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import Software.

11. GOVERNING LAW

Any action related to this Agreement will be governed by Vermont State law and controlling U.S. federal law.  No choice of law rules of any jurisdiction will apply.  Licensee hereby consents to the jurisdiction of such laws.

12. SEVERABILITY

If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted.  If the omission of the provision would frustrate the intent of the parties, this Agreement will immediately terminate.

13. COMMUNICATION

RainWorx reserves the right to publish a list of Software users and corresponding domains without prior notice to Licensee. 

RainWorx reserves the right to log usage of Software at any time.  Only the serial number and server IP address is subject to being transmitted.  No private user information is sent. 

14. AMENDMENTS AND MODIFICATION

This Agreement is the entire agreement between you (Licensee) and RainWorx relating to its subject matter.  It supersedes all prior oral or written communications, proposals, representations, and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement.  No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.