Last updated: 2025
These Raynmaker Terms of Use (this "Agreement") governs the use of the Services and Documentation (as each are defined below) and all information, data and other content made available to customer, as an individual or, if accessing or using the Services on behalf of another individual, organization, or entity ("Entity"), that Entity (in either case, "Customer") and Raynmaker, Inc. ("Raynmaker"). By entering into an Order, accessing or using any part of the Services, or by clicking "I agree" to this Agreement, Customer agrees that it shall be bound by this Agreement.
"Authorized Users" means Customer employees who are authorized by Customer to use the Services, for whom subscriptions to the Platform have been purchased, and who have been supplied user access credentials by Customer.
"Customer Data" means the Leads, Interactive Data and such other electronic data and information input into the Platform by or on behalf of Customer. Customer Data does not include Usage Data or Aggregated Data.
"Documentation" means the user manuals or Software specifications provided by Raynmaker to Customer in connection with the Services.
"Error" means any reproducible error or defect in the Platform that causes the Platform not to operate substantially in accordance with the Documentation.
"Intellectual Property Rights" means all worldwide intellectual property rights in existence now or in the future, including without limitation, copyrights, trademarks, service marks, trade secrets, know how, inventions, patents, patent applications, moral rights and all other proprietary rights, whether registered or unregistered.
"Order" means the purchase order and/or applicable ordering form between the Customer and Raynmaker that sets forth the Services, Fees, the Term, and such other terms that may be agreed to by and between the parties.
"Platform" means Raynmaker's proprietary platform utilized by Raynmaker to provide the Software to Customer under this Agreement. The Platform does not include Customer's connectivity equipment, internet and network connections, hardware, software and other equipment as may be necessary for Customer and its Authorized Users to connect to and obtain access to the Platform or to utilize the Services.
"Services" means, collectively, the Platform, Marketing Services and After-Hours AI Agent Services.
"Software" means Raynmaker's proprietary software as a service offering as set forth in the applicable Order and made available through remote access by Raynmaker to Customer and its Authorized Users as part of the Platform, including any modified, updated, or enhanced versions that may become part of the Software.
Subject to the terms and conditions of this Agreement, Raynmaker hereby grants to Customer, during the Term, a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for Customer's internal business purposes in accordance with the Documentation and the terms and conditions of this Agreement. Raynmaker and its licensors reserve all rights in and to the Platform not expressly granted to Customer under this Agreement.
Customer shall not, and shall not permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Platform or the Documentation; (b) merge the Platform with other software other than through interfaces published by Raynmaker; (c) sublicense, distribute, sell, use for service bureau use or as an application service provider, lease, rent, loan, or otherwise transfer the Platform or the Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Platform; (e) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Platform; (f) use the Platform to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; or (g) share Authorized User credentials. Customer shall notify Raynmaker of any unauthorized use of the Platform.
Unless otherwise set forth in the Order in respect of payment obligations, Customer shall not, and shall take commercially reasonable efforts to ensure that its Authorized Users do not, upload to the Platform or otherwise submit or make accessible to Raynmaker any financial account or government issued identifiers (e.g., social security numbers, credit card information, or bank information), protected health information, or other types of sensitive data that is subject to specific or elevated data protection requirements (collectively, "Prohibited Data").
Customer acknowledges the Platform contains features that will allow the Platform to periodically collect and transmit to Raynmaker certain data that does not identify Customer or its Authorized Users and which is related to use of the Platform, including without limitation, license count, integration usage, usage patterns, traffic logs, order count, Platform versions, operating system versions, and operational telemetry ("Usage Data"). Customer further acknowledges that in the course of providing the Platform, Raynmaker collects (i) transcriptions, recordings and summaries of sales interactions between Raynmaker and Leads, (ii) metadata and analytical data arising from sales interactions between Raynmaker and Leads, (iii) general demographic data, questions, input and information communicated through the After-Hours AI Agent Services and through Raynmaker's contact center agents, and that Raynmaker may record any such communications, create transcriptions and summaries thereof ("Interactive Data").
Customer shall ensure that its Authorized Users comply with the terms of this Agreement. Customer is responsible for ensuring that only its Authorized Users have access to system access credentials for the Platform, and Customer will contact Raynmaker immediately if Customer becomes aware of any unauthorized use or access to its account.
Subject to the terms and conditions of this Agreement, Raynmaker shall provide the Services to Customer and its Authorized Users. Customer shall supply to Raynmaker the Customer Data along with access and personnel resources that Raynmaker reasonably requests in order for Raynmaker to provide the Services.
Customer will complete a customized interview enrollment form with Raynmaker prior to commencing the Services or receiving access to the Platform and such other training and orientation protocols required by Raynmaker in connection with the Platform and Services.
Raynmaker may make access to or use of third-party Platform services, applications, or functionality that link to, interoperate with, or are incorporated into the Platform available to Customer (collectively, "Third-Party Offerings"). Customer acknowledges that Raynmaker does not own or control such Third-Party Offerings, they are made available as a convenience only, and are not part of the Platform or subject to any of the warranties, service commitments, or other obligations with respect to Platform under this Agreement.
From time to time, Raynmaker may invite Customer to participate in pre-release or beta versions of features, functionalities, or modules (each, a "Proof of Concept" or "POC") solely for evaluation and testing purposes during the specified trial period ("Trial Period"). Participation in a POC is voluntary. Customer acknowledges and agrees that the POC is for evaluation purposes only, not for production use, and is provided "as-is" with no warranties.
Customer shall pay Raynmaker the Fees set forth in the Order, and other agreed upon fees and expenses ("Fees"). All Fees are non-cancelable and non-refundable, except as otherwise expressly set forth in this Agreement. Fees exclude, and Customer shall make all payments of Fees to Raynmaker free and clear of, all applicable sales, use, and other taxes and all applicable export and import fees, customs duties and similar charges.
Customer shall pay to Raynmaker the Fees upon execution of the applicable Order. Unless otherwise agreed to in writing by both parties, Customer shall pay to Raynmaker the Fees, travel, and other services, expenses or charges upon receipt of Customer's applicable invoice. All payments must be made in U.S. dollars. Raynmaker may charge Customer interest on any amounts not paid when due at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
Customer shall maintain complete and accurate records of all information relevant to Customer's usage of the Platform and other performance related to this Agreement. Raynmaker may, during normal business hours and upon at least 5 business days prior notice, audit Customer's records relating to Customer's use of the Platform and performance under the Agreement.
Raynmaker warrants that the Platform will perform materially in accordance with the Documentation and this Agreement. Raynmaker does not warrant that the Platform will be completely error-free or uninterrupted.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
Raynmaker shall defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Services, as delivered, infringes any intellectual property rights of such third party (each, a "Customer Claim"), and Raynmaker shall indemnify and hold Customer harmless from and against damages, losses, liabilities, and expenses (including reasonable attorneys' fees and other legal expenses) that are specifically attributable to such Customer Claim.
Customer shall defend any claim, suit, or action against Raynmaker brought by a third party to the extent that such claim, suit, or action is based upon (i) Raynmaker's use of any Customer Data in accordance with this Agreement, (ii) Customer's use of any Customer Data and (iii) Customer's breach of Section 2.2 (a "Raynmaker Claim") and Customer shall indemnify and hold Raynmaker harmless from and against Losses that are specifically attributable to such Raynmaker Claim.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, OR THE SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO RAYNMAKER UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO A LIABILITY.
Except for the limited licenses explicitly granted in this Agreement, Raynmaker and/or its licensors or suppliers retain all right, title and interest in and to the Services, Software, Usage Data, Aggregate Data, Documentation, and all new software or product enhancements, improvements, or derivative works created or developed by Raynmaker in the performance of this Agreement, and all Intellectual Property Rights in each of the foregoing.
In Raynmaker's sole discretion, Raynmaker may include ideas, features, functions, or other enhancements suggested by Customer ("Feedback") in any future releases to any past, present or future Platform with no obligation or financial or other remuneration whatsoever to the Customer.
As between Raynmaker and Customer, Customer retains sole ownership of Customer Data. Customer hereby grants to Raynmaker and its authorized representatives and contractors, during the Term, a limited, non-exclusive, non-transferable license to use the Customer Data solely for the limited purpose of performing the Services for Customer.
"Confidential Information" means all information disclosed by one party ("Discloser") to the other party ("Recipient") under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential.
Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement and shall not disclose Confidential Information to anyone other than Recipient's employees and independent contractors who have a need to know such Confidential Information for purposes of this Agreement.
Recipient shall have no confidentiality obligations with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient prior to Discloser's disclosure; (b) is disclosed to Recipient by a third party who had the right to make such disclosure; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without use of or reliance on the Confidential Information of Discloser.
This Agreement shall run coterminous with all active Orders.
The term of an Order shall be set forth in the Order.
A party may terminate this Agreement or an Order upon notice if the other party breaches any material provision of this Agreement and (provided that such breach is capable of cure) does not cure such breach within 30 days after being provided with written notice of such breach.
Upon termination of an Order: (a) all amounts owed to Raynmaker under this Agreement and such Order before such termination will be due and payable; (b) Customer's rights granted in this Agreement will immediately cease; (c) Customer shall promptly discontinue all access and use of the Platform and return or erase all copies of the Documentation in Customer's possession or control; and (d) Raynmaker shall promptly return or erase all Customer Data, except that Raynmaker may retain Customer Data in Raynmaker's archived backup files.
Raynmaker may suspend Customer's access to the Services if Raynmaker determines that: (a) there is an attack on the Platform; (b) Customer's use of the Services poses a reasonable risk of harm or liability to Raynmaker; (c) Customer or an Authorized User has breached Sections 2.2, 2.3 or 8; (d) Customer's use of the Services violates applicable law; or (e) Customer has failed to pay any undisputed amounts owed when due and has failed to cure such late payment within 15 days after written notice.
The Services may be subject to export restrictions. Customer shall comply with all applicable export and import control laws and regulations in its use of the Platform.
Neither party may assign this Agreement or any of its rights under this Agreement to any third party without the other party's prior written consent; except that a party may assign this Agreement without consent from the other party to (a) an affiliate; or (b) any successor to its business or assets to which this Agreement relates, whether by merger, acquisition, or sale of all or substantially all of its assets.
The laws of the State of Delaware govern this Agreement and any matters related to this Agreement, without regard to any conflicts of laws principles that would require the application of the laws of a different jurisdiction. Any dispute arising hereunder shall be settled by binding arbitration in accordance with the Comprehensive Arbitration Rules and Procedures promulgated by JAMS. The place of arbitration shall be Wilmington, Delaware, and all proceedings and communications shall be in English.
This Agreement and any exhibits or attachments hereto constitute the final and entire agreement between the parties regarding the subject hereof and supersedes all other agreements, whether written or oral, between the parties concerning such subject matter.
Raynmaker shall provide emergency support services (for Priority 1 issues) 24 hours a day, 7 days a week, excluding Raynmaker holidays; and technical and operational support services (Priority 2 and Priority 3 issues) from 9:00 AM to 5:00 PM MT Monday through Friday, excluding any Raynmaker holidays ("Business Day").
Customer may notify Raynmaker of Errors or other support request issues by e-mailing Raynmaker's general support e-mail at support@raynmaker.ai, or by utilizing the technical support link within the Platform.