Terms of Use

The following terms of use ("Terms of Use") govern your use of the Rainmaker Web sites on which they are posted, which are maintained by Rainmaker Systems Inc. and its divisions and subsidiaries ("Rainmaker"). Please read these Terms of Use carefully before using this Web site (the "Web Site"). By using this Web Site, you agree to these Terms of Use. If you do not agree to them, do not use or otherwise access this Web Site. Rainmaker may at any time revise these terms by updating this posting. By using this Web Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then -current terms to which you are bound.  Rainmaker is also referred to in this Terms of Use as "we," "us," "our" or other similar pronouns.

Rainmaker may terminate, change, suspend or discontinue any aspect of the Web Site, including the availability of any features of the Web Site, at any time.  Rainmaker also may impose limits on certain features and services or restrict your access to parts or all of the Web Site without notice or liability if we believe you are in breach of this Terms of Use or applicable law, or for any other reason.

DESCRIPTION OF RESOURCES.
Through this Web Site, Rainmaker provides you with access to a variety of content (including, for example, audio, photographs, graphics, video, software, data, and other materials), and resources (including, for example, download areas, corporate information, communication capabilities and product information, and various other services and features) (such content and resources collectively referred to herein as "Resources"). Your access to and use of the Resources, including any updates, enhancements and new features thereof, are subject to these Terms of Use. Certain of Rainmaker’s divisions' and subsidiaries' Web Sites, which may include other features or services (including, certain subscription and information services) may be subject to other or additional Terms of Use or agreements, so please check either those other Web Sites for their Terms of Use or any agreements you or your company may have with Rainmaker.

SUBMITTED MATERIALS.
Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or materials from you through this Web Site, by e-mail or in any other way. Any information or material submitted to us (including, for example and without limitation, that which you submit or post to our message boards, twitter or send to us via e-mail) ("Submitted Materials") will be deemed not to be confidential and may be used by us in any manner consistent with the Web Site's Privacy Policy. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived, and (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) and to incorporate it in other works in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION.
See the Privacy Policy disclosures relating to our collection and use of personal and non-personal information. on this Web Site. The Privacy Policy is incorporated herein by reference for all purposes. This Web Site is controlled, operated and administered from within the United States of America and all information is collected within the United States.

LIMITATIONS ON USE
Unless otherwise specified, the Resources are your individual informational purposes only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, documents, graphics, software, products or services obtained on this Web Site or from the Resources.

You may not perform, reproduce, distribute or broadcast these Resources in any context without express written permission from Rainmaker or as otherwise provided at law. These Resources and the Web Site may include inaccuracies or typographical errors, may be out-of-date and are subject to change at any time by Rainmaker.

THIRD PARTY WEB SITES.
While on this Web Site, you may have the opportunity to link from the Web Site to third party Web sites and third party Web sites may link to the Web Site. Rainmaker makes no representations whatsoever about any other Web site that you may access through this one. In addition, a link to a third party Web site does not mean that Rainmaker endorses or accepts any responsibility for the content, or the use, of such Web site. Any reliance on the contents of a third party Web site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
RAINMAKER DOES NOT REPRESENT, WARRANT OR GUARANTEE THE SUITABILITY, TIMELINESS, SECURITY, CORRECTNESS, THOROUGHNESS, COMPLETENESS OR ACCURACY OF THE INFORMATION CONTAINED ON THIS WEB SITE, OR IN THESE RESOURCES, WHICH IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. RAINMAKER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS WEB SITE AND THE RESOURCES, INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT THE WEB SITE WILL MEET USERS' REQUIREMENTS. RAINMAKER ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEB SITE OR YOUR DOWNLOADING OF ANY RESOURCES FROM THE SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY PART OF THE WEB SITE OR ANY SUCH RESOURCES SHALL BE AT YOUR SOLE RISK.

IN NO EVENT SHALL RAINMAKER, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (THE "PROTECTED ENTITIES") BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, RESULTING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF OR INABILITY TO USE THE WEB SITE OR ANY OF THE RESOURCES, YOUR PROVISION OF INFORMATION VIA THE WEB SITE, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THESE RESOURCES. IN NO EVENT WILL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE WEB SITE. RAINMAKER SHALL NOT BE LIABLE TO YOU, WHETHER IN CONTRACT OR IN TORT, FOR ANY AMOUNT EXCEEDING ONE DOLLAR ($1.00).

NO UNLAWFUL OR PROHIBITED USE.
As a condition of your use of the Web Site and the Resources, you will not use the Web Site or the Resources for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Web Site or the Resources in any manner that could damage, disable, overburden, or impair any Rainmaker server, or the network(s) connected to any Rainmaker server, or interfere with any other party's use and enjoyment of the Web Site or any Resources. You may not attempt to gain unauthorized access to the Web Site or any Resources, other accounts, computer systems or networks connected to any Rainmaker server or to any of the Resources, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Web Site or the Resources. You may not use bots or spiders or other similar methods to scan or obtain information (such as e-mail addresses or other contact or personal information) from the Web Site without the express prior, written permission of Rainmaker. You may not create images or thumbnails of the Web Site or any of the Resources without express, prior, written permission of Rainmaker. You may not insert your own or a third party's advertising, branding or other promotional content into any of the Resources. You further agree that you may not attempt (or encourage or support any one else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Web Site or the Resources.

CLIENTS.
If you are a client of Rainmaker, your usage of this Web Site or Resources also may be subject to the terms of a license or other agreement between your company and Rainmaker. You should refer to that agreement in addition to these Terms of Use with regard to your use of this Web Site and the Resources.

USE OF COMMUNICATION RESOURCES.
The Resources may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities or communication facilities designed to enable you to communicate with others (each a "Communication Service" and collectively "Communication Resources"). You agree to use the Communication Resources only to post, send and receive messages and material that are proper, compliant with this Terms of Use and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Resources, you will not:

Use the Communication Resources in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.

Upload, post, publish, distribute or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.

Upload, post, transmit, distribute or otherwise publish files or other materials that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, spyware or any other similar software or programs or harmful components that may damage the operation of the Web Site or another's computer or property of another.

Restrict or inhibit any other user from using and enjoying the Communication Resources.

Harvest or otherwise collect information about others, including e-mail addresses.

Violate any applicable laws or regulations.

Create a false identity for the purpose of misleading others, or impersonate or misrepresent your affiliation with any other person or entity, whether fictitious or actual, including, but not limited to, anyone from the Web Site or Rainmaker.

Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Resources or other user or usage information or any portion thereof.

Rainmaker reserves the right, but does not have an obligation, to monitor and/or review all information and materials posted or submitted by users to the Web Site. Rainmaker also reserves the right at all times to disclose any information as Rainmaker deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Rainmaker sole discretion are objectionable or in violation of this Terms of Use, Rainmaker' policies or applicable law.

It is important to remember that comments or information submitted to a forum may be recorded and stored in multiple places, both on our Web Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually. It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, proprietary or confidential information in your submissions to our Communication Resources.

COPYRIGHT NOTICE.
Copyright ©2009 Rainmaker, Rainmaker Systems, Rainmaker Systems Inc. 900 E. Hamilton Ave Ste 400, Campbell, CA 95008 . All rights reserved.

TRADEMARKS.
Rainmaker and Rainmaker Systems and associated logos and products referenced herein are either registered trademarks or trademarks of Rainmaker in the U.S. and other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Nothing contained on the Web Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Web Site without our written permission or that of the third party rights holder. Any rights not expressly granted herein are reserved.

INDEMNIFICATION.
You agree to defend, indemnify and hold harmless Rainmaker and its directors, officers, employees and agents from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Web Site, your placement or transmission of any message, content, information, software or other materials through the Web Site, or your breach or violation of the law or of this Terms of Use. Rainmaker reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Rainmaker' defense of such claim.

ENTIRETY OF AGREEMENT, CHOICE OF LAW AND FORUM.
Except as referenced with respect to Rainmaker clients, these Terms of Use constitutes the entire agreement between Rainmaker and you with respect to your use of the Web Site. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect.

EXPORT COMPLIANCE.
Rainmaker System products, software, technology and services are of US origin and subject to United States export laws and regulations. Therefore any export or re-export or any transfer via any means is subject to U.S. government export laws. It is Rainmaker's policy to fully comply and adhere to these laws.

The Terms of Use are governed by and interpreted under the laws of the State of California, without reference to its conflict of interest principles. Rainmaker makes no representation that Resources at this site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. If you access this Web Site from a location outside of the United States, you are responsible for compliance with all local laws. Any disputes arising under or relating to the Web Site or Terms of Use shall be resolved by an arbitration panel according to the commercial arbitration rules of the American Arbitration Association, which arbitration shall take place in Campbell, CA; however, to the extent there is potential imminent harm, a party may seek injunctive relief necessary to prevent such harm in the applicable Federal or California state courts in San Jose, CA and each party agrees to be subject to the personal jurisdiction of such court. You further agree that, to the extent permitted by law, to waive any right you may have to commence or participate in any class action or class-wide arbitration against Rainmaker.