Terms of Use
LAST UPDATED March 18, 2024
About Rainbook®. Rainbook Holdings Inc., together with its affiliates and subsidiaries (“RHI”), including Rainbook Advisors LLC (“Rainbook Advisers”; and together with RHI, collectively, “Rainbook”, “Company”,“we” or “us”) offers a variety of products and services (“Services”)on and through its website at www.Rainbook.com and any linked webpages (“Website”),including, without limitation, the Rain® Dashboard (the “Dashboard”)and the Advisor Analyzer™ (“Adviser Analyzer”; together theWebsite and the Dashboard, collectively, the “Platform”). RainbookAdvisers is a registered investment advisor with the U.S. Securities andExchange Commission. Registration does not imply any special skill or training.
1. Agreement and Acceptance of Use.
These Terms of Use, together with any exhibits, disclosures, addendums or amendments hereto, as the same may be amended or modified from time to time(collectively, “Terms of Use” or “Agreement”) constitute a legally binding contract and are entered into by and between you and Rainbook, and govern your access to and use of the Platform, including any content, functionality, and services offered on or through the Platform, whether as a guest or a registered user (a “User”). Please read the Terms of Use carefully before you start to use the Platform or any Service on or through thePlatform. By accessing or using the Website, the Platform, or any Service, you acknowledge your understanding, acceptance and agreement to be bound by and comply with these Terms of Use as well as our Privacy Policy (as they maybe amended from time to time), which addresses how we gather, use, disclose and manage your personal information. If you do not agree to these Terms of Use or the Privacy Policy, you are not authorized to access or use the Platform.
The Platform is offered and available to users who have reached the legal age of majority in the jurisdiction where they are located, which may be 18years of age or older, depending on the jurisdiction. By using the Platform, you represent and warrant that you are of legal age to form a binding contract with Rainbook and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, or are unwilling to be bound to and abide by the Terms of Use and Privacy Policy, you may not access or use the Platform or any Service.
We reserve the right to revise and update these Terms of Use, or modify or discontinue any portion of the Services or features and functionality provided through the Platform, from time to time in our sole and absolute discretion. All changes are effective immediately upon posting to the Website, unless otherwise required by law, and apply to all access to and use of thePlatform and Services thereafter. We may notify you of any changes at the email address associated with your account, but we make no guarantee that we will notify you of such changes via email. As such, you agree to periodically review these Terms when visiting the Website and the Platform to ensure that you continue to agree to the Terms of Use applicable to your continued use of theWebsite and the Platform. You agree that any of these means of communications regarding changes to the Terms of Use constitutes adequate notice to you. Your continued use or access of any part of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes to the Terms of Use.
2. Rainbook Platform and Services.
Rainbook Advisors offers individuals services through an interactive online platform at www.Rainbook.com (the“Platform”). Rainbook’s advisory services consist of making referrals to investment advisers and investment adviser representatives that are screened for inclusion on the Platform (“Advisers”) through the use of a questionnaire and a proprietary rules-based algorithm that matches Users withAdvisers. Specifically, Rainbook Advisors will, through a proprietary algorithm, match the User with at least one Adviser based on the User’s account size, age, location, risk tolerance, meeting preferences, desired financial services, and preferred relationship with an adviser. Users must respond to all questions in order to be matched with an Adviser. Currently, matches are not based on any other factor including, without limitation, the investment performance of the Adviser.
It is up to the User to decide whether to accept or reject any match with an Adviser made by Rainbook Advisors. Users that wish to consider retaining any Adviser with whom they are matched are strongly urged to conduct additional due diligence on such Advisers before entering into a relationship with such Advisers.
The services offered by Advisers are separate from and not affiliated with the services offered through the Platform or otherwise by Rainbook.
You agree that certain account and financial information (investment holdings, transactions, location, account value, adviser firm name, investment interests, meeting preference, and age) you share with Rainbook may, and likely will be, shared between Rainbook and Advisers with whom you are matched(“Shared Information”) and authorize such sharing. You agree that the provision of Shared Information to Rainbook shall not constitute an obligation of Rainbook to monitor Adviser and provide updated recommendations of Advisers to you.
You acknowledge that Advisers referred by Rainbook are limited to those Advisers who agree to pay a portion of their compensation to Rainbook. Rainbook is compensated directly from Advisers and does not charge a separate fee to Users.As a result of such an arrangement, a conflict of interest exists as Rainbook has an incentive to recommend Advisers who pay more compensation to Rainbook.More information pertaining to the compensation paid to Rainbook by Advisers as well as the associated conflicts of interest can be found in the Rainbook Advisors Form ADV disclosure brochure which can be found at https://www.adviserinfo.sec.gov.
You understand that Advisers will charge you fees for rendering services to you if you retain such Adviser. Such fees will be separate from and in addition to any brokerage, custodial or other fees, expenses, taxes or other costs or liabilities charged by third parties in connection with advisory services rendered to you by Advisers. Such amounts are solely your responsibility, and Rainbook will not be responsible for any such amounts.
In addition to theAdviser referral services described above, the Platform offers Users with an interactive Dashboard that provides tools to help Users understand their overall financial picture and net worth (the “Rainbook Dashboard) and a tool which allows Users to obtain an evaluation through a proprietary algorithm of the performance of a User’s existing investment advisor or investment advisor representative (the “Adviser Analyzer Tool”) if the User provides information related to their financial accounts to the Platform. The Adviser Analyzer tool evaluates a User’s current investment adviser or investment adviser representative based on the performance of the User’s portfolio against pertinent benchmarks, Fees charged, independence, credentials, engagement& Trust, statement quality, and alternatives and provides a score based on the above metrics to the User. The Adviser Analyzer tool is limited to providing the score designed to rate the User’s current investment adviser or investment adviser representative and does not provide any specific recommendations as to the appropriate investments or investment strategies for the User. These services are not part of Rainbook’s advisory services but rather represent a complimentary tool Users can use at their discretion.
3. Ownership. The information and content made available or displayed on the Platform or sent to you through any Services and any derivative works thereof, as well as all features and functionality including but not limited to all software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof(collectively, “Content”), is owned by Rainbook, its licensors, or other providers of such material and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All Content should be considered confidential information. These Terms of Use grant you a limited, non-exclusive, non-transferable, non-sublicensable, revokable license to view and use theContent strictly for your personal, informational and non-commercial use only, in accordance with these Terms of Use. You may not: (i) reproduce, distribute, modify, create derivative works of or adaptations of, publicly display, publicly perform, republish or transmit any of the Content on the Platform without our prior written consent; (ii) access or use for any commercial purposes any of the Content or any part of the Platform; (iii) distribute or sell, rent, license or otherwise make the Content available to others; or (iv)otherwise remove any text, copyright or other proprietary notices contained in the Content. Any copy of the Content or portion thereof must include all copyright notices, information, and restrictions contained in, or attached to, any of the Content, and you must abide by the foregoing notices and restrictions. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any Content is transferred to you, and all rights not expressly granted in these Terms of Use are reserved by Rainbook. Any use of the Platform not expressly permitted by these Terms ofUse is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
4. User Contributions. The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features that allow users to post, submit, publish, display, or transmit content or materials(collectively, "User Contributions") to Rainbook, Users or other persons on or through the Platform. All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant to Us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that: (a) You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and (b)all of your User Contributions do and will comply with these Terms of Use. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Rainbook, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.
5. Content Standards. These content standards (“Content Standards”) apply to any and all UserContributions and use of Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not: (i)contain any material that is defamatory, obscene, vulgar, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;(v) be likely to deceive any person; or (vi) promote any illegal activity, or advocate, promote, or assist any unlawful act.
You agree that Rainbook may, using its sole and absolute discretion, determine if any of these Content Standards have been violated.
6. Prohibited Uses and Conduct.
You may use the Platform and Services only for lawful purposes and in accordance with these Terms of Use. You agree that you will not do any of the following:
· Engage in any conduct that in any way violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
· Engage in any conduct for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
· Send, knowingly receive, upload, download, use, or re-use any material that does not comply with the ContentStandards set out in these Terms of Use.
· Transmit, or procure the sending of, any advertising or promotional material, including any "junk mail,""chain letter," "spam," or any other similar solicitation.
· Impersonate or attempt to impersonateRainbook, a Company employee, another user, or any other person or entity associated with any of the foregoing.
· Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm Rainbook or users of the Platform, or expose them to liability.
· Use the Platform in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Platform, including their ability to engage in realtime activities through the Platform.
· Use any robot, screen scraper, spider, crawler, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on thePlatform.
· Use any manual process to monitor or copy any of the material on the Platform or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
· Use any device, software, or routine that interferes with the proper working of the Platform.
· Introduce any malware, viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
· Record, process or mine information about other Users, or access, retrieve or index any portion of the Website.
· Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
· Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
· Otherwise attempt to interfere with the proper working of the Platform.
· Encourage any person to do any of the following.
7. Monitoring and Enforcement.
We have the right to:
· remove or refuse to post any User Contributions for any or no reason in our sole and absolute discretion;
· take any action with respect to anyUser Contribution that we deem necessary or appropriate in our sole and absolute discretion, including if we believe that such User Contribution violates the Terms of Use, violates the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for Rainbook;
· disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
· take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform; or terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.
However, you are cautioned that we do not undertake to review all material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform without having to notify you. YOU agree to WAIVE,DEFEND, AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY LOSSES RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
8. Accessing Platform and Account Security.
We reserve the right to withdraw or amend the Platform or any component thereof, and any service or material we provide on the Platform, in our sole and absolute discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period.From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to Users, including registered Users. You are responsible for both: (a) making all arrangements necessary for you to have access to thePlatform; and (b) ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and comply with them.
To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with the Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.
9. Third Party Account Information and Data.
By accessing and using the Services, you expressly authorize and directRainbook, on your behalf, to electronically retrieve your account information maintained by third-party financial institutions with which you have a legally binding customer relationship (“Account Information”). Subject to ourPrivacy Policy, Rainbook may work with one or more third party financial service technology or other providers to access and retrieve your AccountInformation. The overall integrity and quality of the data presented byRainbook to you is an important element in providing you with a high quality and accurate picture of your personal finances. Rainbook, however, is notresponsible for and cannot guarantee the accuracy or timeliness of AccountInformation we retrieve on your behalf directly from third party technology providers, from third party financial institutions where your accounts are held, or from third party research/market data providers used to provide theServices. Rainbook may not be able to foresee or anticipate technical or other difficulties which may result in failure to obtain data, personalization settings or other Service interruptions. Rainbook assumes no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, loss of user data, communications or personalization settings.
FOR THE PURPOSES OF THIS AGREEMENT AND SOLELY TO OBTAIN AND PROVIDE THE ACCOUNT INFORMATION TO YOU AS PART OF THE SERVICES, YOU GRANT RAINBOOK A LIMITED POWER OF ATTORNEY, AND APPOINT RAINBOOK AS YOUR ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION, FOR YOU AND IN YOUR NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO ACCESS THIRD PARTY SITES,SERVERS OR DOCUMENTS, RETRIEVE INFORMATION AND USE YOUR INFORMATION WITH THE FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE NECESSARY TO BE DONE IN CONNECTION WITH SUCH ACTIVITIES, AS FULLY TOALL INTENTS AND PURPOSES AS YOU COULD DO IN PERSON. YOU ACKNOWLEDGE AND AGREE THAT WHEN RAINBOOK IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, RAINBOOK IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF, OR ON BEHALF OF, ANY THIRD PARTY. YOU AGREE THAT THIRD PARTY ACCOUNT PROVIDERS SHALL BE ENTITLED TO RELY ON THE FOREGOING AUTHORIZATION, AGENCY AND POWER OF ATTORNEY GRANTED BY YOU.
You understand that the Services are not endorsed or sponsored by any third party account providers accessible through the Platform or Services.
10. Third Party Websites, Content,Software and Services. Content from Advisers, content creators, contributors, advertisers and other third parties may be made available to you through the Platform and Services. WE ARE NOT RESPONSIBLE FOR THE FINANCIAL OR OTHER PRODUCTS AND SERVICES, OR FOR THE ACCURACY OF THE DATA OBTAINED FROM THIRD-PARTY SITES THAT ARE DISPLAYED OR REPORTED THROUGH THE PLATFORM OR ANY OF OUR SERVICES. As such, you agree that we are not responsible for any such content.We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Platform and Services may contain links to websites not operated by us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Platform and/or Services you may be exposed to third-party websites that you find offensive, indecent or otherwise objectionable. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink or otherwise from the Platform or Services. We provide these links for your convenience only. Our inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. In the event that you leave our Platform and enter the site of a third party provider, you will be subject to the terms of service or use and the privacy policy of such third party provider. It is your responsibility to review the privacy policies and terms of service or use of any other website you visit. You agree that in no event will we be liable toyou in connection with any websites, content, products, materials, or practices of any third party. When you use or access the sites of your financial services providers, you will be subject to their online service terms policies, and your use of their services constitutes your Agreement to their online terms and policies. Rainbook may provide experiences on social media platforms such asFacebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among users who have registered to use them. Any content you post, such as pictures, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the terms of use and privacy policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content. Some parts of the Services may, either today or in the future, be supported by advertising or marketing partnership relationships. We will always disclose when a particular Rainbook third party offer is sponsored or when a third party compensates Rainbook in connection with the sponsored offer.
11. Intellectual Property.
You understand and acknowledge that the software, code, algorithms, processes, proprietary methods and systems used to provide the Platform orServices (the "Technology") are: (i) copyrighted by us and/orour licensors under United States and international copyright laws; (ii)subject to other intellectual property and proprietary rights and laws; and(iii) owned by us or our licensors. The Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, and restrictions contained in or attached to any of theTechnology. Nothing in the Agreement grants you any right to receive delivery of a copy of the Technology or to obtain access to the Technology except as generally and ordinarily permitted through the Platform. Furthermore, nothing in these Terms of Use will be deemed to grant, by implication, estoppel or otherwise, a license to the Technology.
The Company name, Rainbook logo, and all related names, logos, product and service names and marks, designs, and slogans are trademarks of Rainbook or its affiliates or licensors. You must not use such marks without the prior written permission of Rainbook. All other names, logos, product and service names, designs, and slogans on the Platform and the Platform are the trademarks of their respective owners.
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright InfringementLiability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. §512) ("DMCA"), the written notice (the "DMCA Notice")must include substantially the following:
· Your physical or electronic signature.
· Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.
· Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
· Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
· A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
· A statement that the information in the written notice is accurate.
· A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent to receive DMCA Notices is:
Richard Chen
Brightstar Law Group
909 Third Avenue #8236
917-773-8326
rich@brightstarlawgroup.com
If you fail to comply with all of the requirements of Section 512(c)(3)of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. It is our policy inappropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
12. Reliance on Information Posted.The information presented on or through the Platform is made available solelyfor general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents. ThePlatform includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Rainbook, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Rainbook.We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
13. Privacy. All information we collect on the Platform is subject to our Privacy Policy. By using thePlatform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
14. Links from the Platform. If thePlatform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any Losses that may arise from your use of them. If you decide to access any of the third-party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
15. Changes to the Platform and Services.We may update the Content on the Platform from time to time, but we do not warrant or guarantee that the Content is or will be complete or up to date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material. You agree that we shall not be liable to you or any third party for any of the Content on the Platform. To facilitate our provision of the Platform and Services, we license software, tools and Services from third-party providers. From time to time, we may revise thisAgreement as requested by our third party providers and require that you agree to additional pass-through terms with respect to such third party providers.
16. Geographic Restrictions. The owner of the Platform is based in the State of Georgia in the United States. We provide the Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and at your own risk and are solely responsible for compliance with local laws.
17. Disclaimer of Warranties.
NOTWITHSTANDING ANYTHING STATED IN THIS AGREEMENT TO THE CONTRARY,RAINBOOK, LICENSORS, AND AGENTS REPRESENT THAT THE WEBSITE, PLATFORM, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.RAINBOOK, ITS LICENSORS, AND AGENTS ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU, OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE WEBSITE, PLATFORM, OR SERVICES. RAINBOOK, ITS LICENSORS, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE WEBSITE, PLATFORM,AND SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE WEBSITE, PLATFORM, OR SERVICES, WHETHER EXPRESS OR IMPLIED.WITHOUT LIMITATION, RAINBOOK DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE WEBSITE, PLATFORM, AND SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE WEBSITE, PLATFORM, AND SERVICES IS AT YOUR SOLE RISK.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE INDEMNIFIED PERSONS WILL NOT BE LIABLE FOR THE ACCURACY OR RELIABILITY OF ANY DATA, INFORMATION OR CONTENT, FOR ANY SERVICES INTERRUPTIONS, OR FOR ANY FAILURE OR DELAY RESULTING FROM ANY ACTS OF FORCE MAJEURE OR ACTS THAT ARE OTHERWISE OUTSIDE OF RAINBOOK’SOR ITS LICENSORS’ OR AGENTS’ REASONABLE CONTROL, OR ANY INTERNET OR TELECOMMUNICATIONS FAILURE OR YOUR INABILITY TO ACCESS THE WEBSITE, PLATFORM,OR SERVICES WEBSITE. NOR CAN RAINBOOK OR ITS AFFILIATES, LICENSORS OR AGENTS GUARANTEE THE COMPLETE SECURITY OF THE WEBSITE, PLATFORM, OR SERVICES, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE, PLATFORM, OR SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. YOU AGREE THAT ANY DOWNLOADS OF CONTENT OR MATERIALS RELATED TO THE WEBSITE, PLATFORM, OR SERVICES IS DONE AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF OR ACCESS TO ANY SUCH MATERIALS. IN ADDITION, WE CANNOT ALWAYS ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES WITH THE WEBSITE, PLATFORM, OR SERVICES, EITHER PRESENTLY OR AS THEY EVOLVE; THE WEBSITE, PLATFORM, OR SERVICES MAY CONTAIN BUGS, ERRORS OR OTHER PROBLEMS, WHICH MAY RESULT IN LOSS OF DATA OR SETTINGS.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES;ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NEITHER RAINBOOK NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS OR ANY LOSSES RESULTING FROM USE OF THIS WEBSITE UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.
18. Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL RAINBOOK, ITS AFFILIATES,LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS,DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE SUCCESSORS, AND ASSIGNS (THE “INDEMNIFIED PERSONS”) BE LIABLE FOR LOSSES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT,ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, ANY PRODUCTS, DATA,INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED THROUGH OR FROM THE PLATFORM AND THE SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT INFORMATION OR DATA, STATEMENTS OR CONDUCT OF ANYONE RELATED TO THE PLATFORM ORTHE SERVICES, THE PERFORMANCE OR NON-PERFORMANCE OF ANY ADVISOR OR THIRD PARTY ACCOUNT PROVIDER SITE, OR ANY OTHER MATTER RELATING TO THE SERVICES OR THE WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA,AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN NO EVENT WILL WE BE LIABLE TO YOU FOR LOSSES EXCEEDING $100 IN CONNECTION WITH YOUR USE OF THE PLATFORM. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OR EXCLUSION OF CERTAIN CATEGORIES OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE SERVICES MAY BE AVAILABLE THROUGH A COMPATIBLE MOBILE DEVICE, INTERNET AND/OR NETWORK ACCESS AND MAY REQUIRE SOFTWARE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THESE REQUIREMENTS, INCLUDING ANY APPLICABLE CHANGES, UPDATES AND FEES AS WELL AS THE TERMS OF YOUR AGREEMENT WITH YOUR MOBILE DEVICE AND TELECOMMUNICATIONS PROVIDER. RAINBOOK MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (I) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE PLATFORM OR SERVICES AT ANY TIME OR FROM ANY LOCATION; (II) ANY LOSS, DAMAGE,OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (III) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA,COMMUNICATIONS OR SETTINGS CONNECTED WITH THE PLATFORM OR SERVICES.
Notwithstanding the foregoing, we do not disclaim any liability relating to the provision of any advisory services provided byRainbook which cannot be disclaimed pursuant to the Investment Advisers Act of1940, as amended. Accordingly, the limitations of this Section 18 do not apply with respect to the advice rendered by the Adviser Analyzer and any matches to Advisers provided by Rainbook; provided that you have provided information about you and your financial circumstances and accounts to Rainbook that is complete, accurate, and truthful in every respect.
19. Indemnification. You agree to indemnify, defend, and hold harmless the Indemnified Persons from and against any Losses arising out of or relating to: (i) your violation of these Terms ofUse; (ii) your use of the Platform, the Services or Content, including, but not limited to, your User Contributions; (iii) your violation of any rights of any other person or entity; or (iv) any malware or viruses or other harmful or deleterious programming routines input by you into the Platform. In the event that there are third party claims against you for which you properly seek damages from us under this Agreement, or we are subject to any claim for which we have the right to be indemnified by you, we reserve the right at our expense in the case of claims by third parties against you, and at your expense in the case of claims for which we have the right to be indemnified by you, to assume the exclusive defense and control of any such claim, and you agree that in any event no such claim can be settled without our written consent.
20. Representations and Warranties. You represent and warrant that:
· you are 18 years or older and you have all requisite rights and authority to use the Website, Platform, and to enter into theseTerms.
· You have the full authority to act to bind yourself, any third party, company or legal entity to these Terms of Use.
· the performance of your obligations under these Terms ofUse will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties.
· you will use the Website, Platform, and the Services for lawful purposes only and subject to these Terms of Use.
· any information submitted through the Website or through the Platform by you is true, accurate, and correct.
· you understand that, except at expressly stated in theseTerms of Use, these Terms of Use do not grant you any license to use, reproduce, distribute, display or provide access to any portion of the Website on third-party websites, or otherwise.
· you are not a competitor of Rainbook and are not using the Website, Platform, or Services for reasons that are in competition with Rainbook.
· if you use the Website, Platform, or Services in your capacity as an employee, owner or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by these Terms of Use.
· you will not impersonate another person or misrepresent your affiliation with another person or entity, including using another person’s name, contact information or other identifying information.
· your consent to be bound to any consents, notices, disclosures or other records or documents to be entered into between you andRainbook (“Electronic Contracts”), whether by typing your name, checking a box, pressing a button, clicking through a link, or demonstrating other intent to be bound to such Electronic Contract, shall create a legal, valid and binding contract enforceable against you in accordance with its terms.
21. Electronic Communications and E-Sign Consents. By providing your email to enroll for use of our Services, you consent to receive all notices and information regarding our Services and other offerings electronically. Electronic communications may be posted on the Platform and/or delivered to your registered e-mail address. All communications in electronic format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication.
It is your responsibility to provide us with true, accurate and complete-mail addresses, contact and other information related to this disclosure and to maintain and update promptly any changes in this information. You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or change the terms and conditions on which we provide electronic communications and will provide you notice thereof in accordance with applicable law.
You understand that Electronic mail is subject to interception, misdirection and loss. In addition, an electronic mail message may be forwarded by its intended recipient to other unintended recipients. Any recipient of an electronic message sent by the Website may access the hyper-links to files contained on the Website, as the Website does not authenticate or validate the identity or authority of any person following a hyper-link contained in any such message.
Your consent to receive communications electronically is valid until you revoke such consent, which you may do by contacting us at privacy@rainbook.com.Nonetheless, if you revoke consent to electronic delivery, Rainbook reserves the right, in its sole and absolute discretion, to terminate your authorization to access the Platform and the Services.
22. Governing Law and Jurisdiction. All matters relating to thePlatform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims),shall be governed by and construed in accordance with the internal laws of theState of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction).Subject to the Arbitration provision below, any legal suit, action, or proceeding arising out of, or related to, these Terms of Use shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia, in each case located in the City of Atlanta and County of Fulton. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
23. Arbitration. AT RAINBOOK’S SOLE AND ABSOLUTE DISCRETION, ITMAY REQUIRE YOU TO SUBMIT ANY DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF,OR RELATING TO THE PLATFORM, THE SERVICES, THESE TERMS OF USE OR THE BREACH,TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THESE TERMS OF USE TO FINAL AND BINDING ARBITRATION. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO STREAMLINED ARBITRATION RULES AND PROCEDURES, AND THE ARBITRATOR SHALL APPLY THE LAWS IN THE APPLICABLE JURISDICTION IN THE STATE OF GEORGIA. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION AS SPECIFIED ABOVE UNDER“GOVERNING LAW AND VENUE.” THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING INJUNCTIONS OR OTHER FORMS OF EQUITABLE RELIEF OR PROVISIONAL REMEDIES IN AIDOF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. YOU AGREE THAT ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU ARE WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON ACLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. IN ANY ARBITRATION, THE ARBITRATOR MAY, IN THE AWARD, ALLOCATE ALL ORPART OF THE COSTS OF THE ARBITRATION, INCLUDING THE FEES OF THE ARBITRATOR AND THE REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY, AND SHALL DETERMINE THE PREVAILING PARTY FOR THIS PURPOSE.
24. Termination. This Agreement will continue to apply until terminated by either you or Rainbook as set out below.If you want to terminate your legal Agreement with us, you may do so by closing your account by emailing support@rainbook.com from the email address associated with your account, and include “CANCEL MY ACCOUNT” in the subject line of the email. After confirming you are the account owner we will remove your accounts, transactions, and login information from our records and will only continue to retain such information as we are required by law to retain. We reserve the right to terminate our legal agreement with you by providing an email notice of such termination: (i) if you have breached any provision of these Terms of Use or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of these Terms of Use; (ii) if we believe we are required to do so by law; (iii) if we no longer offer any of theServices you utilize; or (iv) for any other reason or no reason, in our soleand absolute discretion. The termination of these Terms of Use will not affect any of our rights or your obligations arising under these Terms of Use prior to termination. Notwithstanding anything to the contrary contained herein,Sections 18, 19 and 22 will survive termination of this Agreement.
25. Feedback. In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to Rainbook, the Platform or the Services (collectively "Feedback"),you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on theWebsite or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.
26. Entire Agreement. The Terms ofUse, and our Privacy Policy and any other document referenced herein constitute the sole and entire agreement between you and Rainbook regarding the use of theWebsite, Platform, and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.
27. Waiver. No waiver by Rainbook of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Rainbook to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
28. Severability. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent permitted by law such that the remaining provisions of the Terms of Use will continue in full force and effect and be enforced accordingly.
29. Section Headings. Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation of any provision of this Agreement.