Last Updated: May 4, 2022
These Terms of Service (the “Terms”) constitute a legally binding agreement between RAINRAIN GALLERY and its parents, subsidiaries, affiliates, licensees, and assigns (collectively, “RAINRAIN”) and you (“you” or “your”) regarding your use of the Site and the Services (each as defined below) available to users. BY ACCESSING, OR USING THE SITE AND SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS AND AGREE TO BE HELD LIABLE FOR ANY NONCOMPLIANCE HEREWITH. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE OR ANY OF THE SERVICES AVAILABLE THEREON.
Subject to these Terms, users can use RAINRAIN’s website available at https://www.rainraingallery.com/ (the “Site”) to access and view information about the gallery, archives, exhibitions and editorial content, and utilize any other services made available to you by RAINRAIN via the Site (collectively, the “Services”). Users shall at all times utilize the Site and Services in good faith in accordance with these Terms. RAINRAIN may change, add, remove, suspend or discontinue the Services or any portion thereof, temporarily or permanently, without notice or liability to you.
2. Ownership; License
a. RAINRAIN exclusively owns all right, title and intellectual property rights in and to the Site and Services. No title to or ownership of the Site or Services, or any proprietary rights therein or related thereto, are transferred under or by virtue of these Terms. RAINRAIN reserves all rights in and to the Services not expressly granted to you under these Terms. Further, this Agreement does not authorize you to use any name, trademark or logo of RAINRAIN. The Services are protected by copyright laws and treaties, as well as Laws (as defined below) related to other forms of intellectual property rights. Conditioned upon your compliance with these Terms, RAINRAIN grants you a personal, limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Services during the Term.
b. If you provide any suggestions, requests, recommendations, comments or other feedback (“Feedback”) relating to the Site or Services to RAINRAIN, you agree that such Feedback is not confidential and will become and remain RAINRAIN’s property. Such disclosure shall constitute an assignment of all worldwide right, title, and interest of every kind therein to RAINRAIN, and RAINRAIN and other authorized entities may freely use the Feedback (for any commercial or non-commercial purpose) without any payment or obligation to you. RAINRAIN will not be obligated to implement any Feedback or correct any defects, bugs or errors in the Site or Services identified in the Feedback or otherwise.
3. Community Guidelines and Restrictive Uses
a. RAINRAIN expects all users to respect RAINRAIN’s and third parties’ intellectual property. As such, you agree that you may not:
i. use the Site or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights;
ii. use the Site or Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses;
iii. interfere with or disrupt the integrity or performance of the Site or Services or third-party data contained therein;
iv. attempt to gain unauthorized access to the Site or Services or its related systems or networks;
v. copy the Services or any part, feature, function or user interface thereof;
vi. modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Site or Services;
vii. access the Site or Services in order to build a competitive product or service, or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
viii. “harvest” or collect information from the Site or Services (including information about other users of the Site or Services or offerings, products or services available on the Site or Services) using an automated software tool or manually on a mass basis;
ix. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Site or Services or any component thereof, in whole or in part, except as and only to the extent such restriction is permitted by any applicable federal, state, or local laws, codes, rules, regulations, or orders of any governmental authority (“Law”);
x. integrate or link to any open source software or freeware with the Site or Services;
xi. remove any proprietary notices, labels or marks from the Site or Services;
xii. copy, display, reproduce, publish, license, post, transmit, modify, or distribute any information, in whole or in part, from any written guides, training materials, or tutorials provided to you in connection with your use of the Site or Services;
xiii. sell, resell, license, sublicense, distribute, rent, or lease the Services, include the Site or Services in a service bureau or outsourcing offering, or otherwise access or use the Site or Services other than as expressly permitted hereunder; or
xiv. permit third parties to do any of the foregoing.
5. Term and Termination
You agree to indemnify, hold harmless and defend RAINRAIN, including its licensees and its and their subsidiaries, affiliates, officers, directors, agents, employees, contractors, successors and assigns (collectively, the “RAINRAIN Parties”), from and against any and all costs, expenses, liabilities, fines, penalties, and damages, including attorneys’ fees, incurred in connection with any and all third party claims arising out of (a) allegations relating to your use of the Site and Services including, without limitation, that such use infringes, misappropriates or otherwise violates a third party’s rights, applicable Law, or these Terms; (b) any breach of representation, warranty, covenant or obligation hereunder; or (c) Feedback or the use thereof.
7. Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT RAINRAIN MAKES NO REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND WHATSOEVER. USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. RAINRAIN EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. RAINRAIN DOES NOT WARRANT THAT THE SITE OR SERVICES WILL PERFORM ERROR-FREE OR WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; BE FREE FROM BUGS, VIRUSES, HARMFUL CODE, ERRORS, OR OTHER PROGRAM OR SYSTEM LIMITATIONS (OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED); MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES. RAINRAIN SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU FOR DOWNTIME OF THE SERVICE, ANY BREACH OF DATA SECURITY, OR ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RESULTING FROM USE OF THE SITE OR SERVICES, FAILURE OF THE SITE OR SERVICES, OR OTHERWISE RELATING TO THE SITE OR SERVICES.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAINRAIN WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES HOWEVER CAUSED, INCLUDING DAMAGES FOR COMPUTER MALFUNCTION, LOST PROFITS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, AND/OR THE COST TO OBTAIN SUBSTITUTE SOFTWARE OR SERVICES ARISING IN ANY WAY OUT OF THESE TERMS OR THE USE OF (OR INABILITY TO USE) THE SITE OR SERVICES, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF RAINRAIN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL RAINRAIN’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SITE OR SERVICES, ANY TRANSACTIONS OCCURRING THEREON, THESE TERMS, OR ANY ORDER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THE ABOVE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE RAINRAIN AND EACH OF THE OTHER RAINRAIN PARTIES FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO THE DATA COLLECTION, STORAGE, USE, AND SHARING OF YOUR OR ANY THIRD PARTY’S PERSONAL INFORMATION OR ANONYMOUS INFORMATION BY ANY SERVICE PROVIDER. YOU AGREE, UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS IN PERPETUITY.
10. Governing Law; Venue
These Terms and any dispute or claim arising out of or related hereto, the subject matter, or formation hereof (in each case, including non-contractual disputes or claims) is governed by and shall be construed in accordance with the laws of the United States and the State of New York without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Web Site or from a dispute as to the interpretation or breach of the Terms.
RAINRAIN respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, provide RAINRAIN with a report in writing to email address email@example.com.
12. Website Accessibility
RAINRAIN is committed to making the Site accessible to all people, including individuals with disabilities. We are in the process of making sure our Site complies with best practices and standards as defined by Web Content Accessibility Guidelines (WCAG). If you would like additional assistance or have accessibility concerns, please contact us at firstname.lastname@example.org.
13. Children Under the Age of 13
RAINRAIN reserves the right, in its sole discretion, to modify these Terms at any time with or without notice to you, provided that notice may include posting a revised version of these Terms on the Services. Any such modified Terms will be effective immediately upon being made available to you, and your continued use of the Site or Services thereafter constitutes your affirmative acceptance of such modified Terms. Otherwise, the Terms may not be modified, in whole or in part, except by written agreement executed by an authorized signatory of RAINRAIN. You understand that if you do not agree to any modifications, your sole and exclusive remedy is to discontinue any use of the Site or Services.