TERMS AND CONDITIONS | Floating Rain

Welcome to the Floating Rain, Inc. (“Floating Rain,” “we,” “us,” or “our”) Web site located at <www.floatingrain.com> (“Site”). The following terms and conditions (“Terms”) govern your use of the Site. By accessing, viewing, or using the content, material, or services available on or through this Site, whether as an end user or a Subscriber (defined below), you indicate that you have read and understand these Terms, that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, or if you are under 18 years of age, you are not granted permission to use this Site and must exit immediately. The Site must not be used by children under 13.

WHILE THIS SITE PROVIDES AN INTERACTIVE TOOL THAT WE HOPE WILL BE USEFUL AND INFORMATIVE, IT IS FOR INFORMATIONAL PURPOSES ONLY. THE SITE IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE, WTHER MEDICAL, HEALTH OR OTHERWISE, AND FLOATING RAIN IN NO WAY REPRESENTS OR WARRANTS THAT THE SITE PROVIDES ANY SUCH ADVICE OR ASSURANCES.

1. Use of the Site and Registration. The Site allows individuals and businesses to provide certain content (e.g., videos, tutorials and class information) and services, including making or managing appointments, scheduling classes, lessons or meetings. Those indivudals and business that create a microsite to post content and otherwise interact with designated end users shall be referred to in these Terms as a “Subscriber.” As part of the registration process, both users and Subscribers will be asked to select a user name and password and you may be required to provide Floating Rain with certain information about yourself and your organization, including some types of personally identifying information such as your email and your location. You are fully responsible for your account, including use of the account by any third party and maintaining the confidentiality of your password. You may terminate your account at any time by contacting us at support@floatingrain.com.

2. Subscribers. Each Subscriber is responsible for determining the eligibility of its clients and permitting access to the Subscriber’s microsite by each such registered client. Each Subscriber is entirely responsible and liable for all acts or omissions that occur in connection with its clients’ accounts, including misuse of the service, Site Material (as described below), or User Content. Subscribers are not employees, agents, independent contractors, subcontractors, consultants or involved in any employment relationship with Floating Rain, nor is Floating Rain an agent of any Subscriber. Floating Rain does not endorse or recommend the products or services of a particular Subscriber and Floating Rain makes no guarantees, warranties or representations regarding any Subscriber located on the Site or the quality of the services or products provided by a Subscriber. Floating Rain may reject any Subscriber application for any reason whatsoever, or for no reason. Floating Rain is in no way responsible for any services or products requested by you through the Site, or from a Subscriber whose information was obtained through the Site. Any agreement entered into between you and a Subscriber is independent of Floating Rain and the terms and rights of such agreement is your sole responsibility. Should you have a dispute with a Subscriber, you must address such dispute with that specific Subscriber and any resolution is independent of Floating Rain and the Site. Floating Rain is not responsible for, and expressly disclaims any liability for assisting Subscribers or users of the Site with regard to such disputes and Floating Rain will not make judgments regarding legal issues or claims. Each Subscriber represents and warrants that: (a) you, on your behalf and on behalf of your business or corporation, have the full right, power and authority to enter into and be bound (and bind your business or corporation to) by these Terms and to perform your obligations under these Terms, without the approval or consent of any other party, and if an individual, is an adult of at least 18 years of age; and (b) have all the necessary rights and authorization to grant the rights granted to us in these Terms (including, but not limited to, rights in the User Content).

3. Software License. Subject to the provisions of these Terms, Floating Rain hereby grants each Subscriber a limited, terminable, revocable, royalty-free, non-exclusive, nontransferable, nonsublicenseable license to access and use the software, downloads, upgrades, scheduling features, documentation, service packages, material, information, or services available on or through this Site (“Software”). Subscribers and their clients may use the Software only for informational purposes and only for the purposes as set forth on the Site. The Software and any modifications thereto are offered to you by Floating Rain under these Terms any operating rules or policies that may be posted by Floating Rain from time to time and are incorporated by reference into these Terms.

4. Proprietary Rights. As between you and Floating Rain, except with respect to User Content, Floating Rain owns or licenses all data, content, graphics, forms, artwork, images, photographs, functional components, audio clips, video clips, the Software, trademarks, service marks, logos and any other material on, in or made available through the Site (“Site Material”), as well as the selection, coordination, arrangement, and organization and enhancement of the Site Material. All Site Material is protected pursuant to United States copyright, trademark, patent and other applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Site Materials. Under no circumstances will you have any rights of any kind in or to the Site, other than the right to use the Site in accordance with these Terms.

5. Payment. Certain products and services on the Site may be available for purchase. The monthly Subscriber fees are set forth in the current Floating Rain price list, which is available from Floating Rain, website at www.FloatingRain.com. Additional fees may apply to a Subscriber that has more than one microsite, requests training, additional technical support or customizations, which shall be subject to Flaoting Rain’s then-current fees. You are responsible for all charges incurred under your account, whether made by you or another person using your account. If for any reason Floating Rain does not receive payment for a purchase, Floating Rain may exercise its rights in law and equity, including (a) immediately suspending or terminating your account; (b) seeking collection of the outstanding amount owed; and/or (c) seeking legal action against you for the breach of these Terms. You are also responsible for paying any governmental taxes imposed in connection with use of the Site, services and the Software, including sales, use or excise taxes (excluding any taxes on Floating Rain’s net income). To the extent that Floating Rain is obligated to collect such taxes, the applicable tax will be added to your billing account. All fees payable to Floating Rain are non-refundable.

6. Materials Submitted to the Site. The Site may allow you (as an end user or a Subscriber) to contribute content, information, text, files, graphics, trademarks, service marks, personal listings, messages, ratings, postings, and other materials and information for access, use, and commentary by other users to the Site (“User Content”). Failure to comply with these Terms, or with any of Floating Rain’s published policies, may result in immediate removal of any User Content. By posting User Content, you represent that you have the full legal right to provide the User Content and that use of the User Content by the Site and all other persons and entities will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing; (d) impersonate any person or entity or falsely state or otherwise imply an affiliate with a person or entity or is generally false, deceptive, misleading, deceitful, misinformative or constitutes a “bait and switch”; (e) be obscene, child pornographic, or indecent; (f) violate any community or Internet standard; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party. You retain all right, title and interest in and to the User Content that you submit and all intellectual property rights embodied therein. Upon your submission of User Content or other material or information to Floating Rain, you grant Floating Rain a worldwide, royalty-free, perpetual, irrevocable, transferable, license to access, use, distribute, reproduce, display, modify, create derivative works based upon, and sublicense, the User Content.

7. Third Party Web Sites and Content. The Site is available for informational purposes only. Parties other than Floating Rain, including Subscribers, provide products, services, data or content on the Site. Additionally, the Site may contain links to other Internet Web sites for the convenience of users in locating information, products, or services that may be of interest, including those of Subscribers. Use of the Site and the Site Materials and any other material or content on and made available through the Site is entirely at your own risk. Floating Rain does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party sites or the transactions you conduct or enter into with third parties. Your use of any third party’s website is at your own risk, and subject to the terms and conditions of such other websites. Floating Rain does not endorse any product, service, or treatment provided on a third party website or advertised or provided on the Site, including those of Subscribers.

8. Privacy Statement. Any personal or business information that you provide to Floating Rain on the Site is subject to our Privacy Statement. For more information, click here to view the Privacy Statement, floatingrain.com/privacy-policy which is incorporated into these Terms by reference, as if set forth fully herein. Please be advised that the confidentiality of any communication or material transmitted to Floating Rain via the Site or Internet electronic mail cannot be guaranteed, including, for example, personal information such as your address or name. Alternatively, you may contact Floating Rain by regular mail at 6100 Topanga Canyon Blvd, Ste 2210A, Woodland Hills, CA 91367 or by phone at (855)438-3562.

9. Unauthorized Activities. You agree that you will not use the Site or the Software for (a) any illegal or unauthorized purposes that violate any laws (including privacy and copyright laws); (b) modifying, adapting or hacking into the Site or the Software, or for modifying another website or software so as to falsely imply that it is associated with Floating Rain; (c) uploading, posting, hosting, or transmitting unsolicited email, SMSs, “spam” messages, worms or viruses or any code of a destructive nature; (d) contacting any other user of the Site who has requested not to be contacted; (e) stalking or harassing anyone; and (f) posting non-local or otherwise irrelevant User Content or otherwise imposing an unreasonable or excessively great amount of User Content on the Site. In addition, you will not publish, rent, sell, lease, license, sublicense, retransmit, or otherwise transfer the Software or any part thereof, nor will you reverse engineer, reverse assemble or otherwise attempt to discover the underlying Software source code. You will not use the Software to conduct any type of service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services to any person, whether on a fee basis or otherwise. You acknowledge and agree that the unauthorized use of the Site Material could cause irreparable harm to Floating Rain and that in the event of such unauthorized use, Floating Rain shall be entitled to an injunction in addition to any other remedies available at law or in equity.

10. Disclaimer. Your interaction with any end users, Subscribers, individuals, organizations, entities or other third parties found on or through the Site, including payment and delivery of products or services, and any other terms, conditions, warranties or representations associated with such dealings, is solely between you and such individual or organization. Any information contained on a Subscriber’s microsite regarding its services or products (including scheduling and appointments) shall be subject to cancellations or rescheduling, all at the sole discretion and in accordance with the policies of that Subscriber. Floating Rain, its subsidiaries, and affiliates, are not responsible for and do not guarantee the accuracy or completeness of any Site Material, User Content, Software, products, data, services, links, advertisements or other items contained within the Site. Floating Rain reserves the right to immediately remove any Site Material or User Content for any reason or for no reason. Floating Rain cannot and does not review all communications or products made available on or through the Site, but, although not obligated to, may review, verify, make changes to or remove any User Content, Site Material, the Site or the products or services made available in connection with the Site, including information posted to a microsite or other features at any time, with or without notice in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of Site Material or User Content and that you may not rely on such Site Material or User Content.

THE SITE, THE SITE MATERIALS, USER CONTENT, SOFTWARE, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. Floating Rain AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE, THE User CONTENT, THE SITE MATERIALS, THE SOFTWARE, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL USER CONTENT, THE SITE, THE SITE MATERIALS, AND THE SOFTWARE, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, IS WITH YOU.

11. Liability. Floating Rain AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SITE, THE USER CONTENT, THE SITE MATERIALS, THE SOFTWARE, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR Floating Rain HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF Floating Rain AND ITS LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, User CONTENT, THE SITE MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, OR THE SOFTWARE, SERVICES, PRODUCTS, DATA OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING YEAR FOR USE OF THE SITE, SERVICES AND THE SOFTWARE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF Floating Rain AND ITS LICENSORS (INCLUDING SUBSCRIBERS) SHALL NOT EXCEED TEN DOLLARS ($10). If you are dissatisfied with the Site, the services or the Software, or with any of these Terms, or feel Floating Rain has breached these Terms, your sole and exclusive remedy is to discontinue using the Site.

12. Indemnification. You shall indemnify Floating Rain and its directors, officers, employees, agents, contractors and licensors (“Floating Rain Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with the Site and your use of the Site, the Site Materials, service or any other products, data or services obtained through the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Content, the Site Materials, the services, products, information and other materials on, in and made available through the Site, (except to the extent attributable to Floating Rain), or any breach by you of these Terms and shall indemnify and hold Floating Rain Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of Floating Rain. Floating Rain or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If Floating Rain or its licensors do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to Floating Rain, subject to the right of Floating Rain to assume, at their sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.

13. Internet Security. Floating Rain uses reasonable efforts to ensure that the Site is generally available. However, there will be occasions when access to the Site will be interrupted or unavailable. Floating Rain will use reasonable commercial efforts to minimize such disruption where it is within our reasonable control. You agree that we shall not be liable to you for any modification, suspension or discontinuance of the Site. You understand that the technical processing and transmission of any Site content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent from our Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to Floating Rain via the Site or the Internet, including, for example, personal information such as your name or address.

14. Complaint Procedures. If you believe that any content or postings on this Site violates your intellectual property or other rights, please send to Floating Rain at support@floatingrain.com a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”

15. Changes to these Terms; Termination. Floating Rain reserves the right at any time to modify, alter or update these Terms. We will notify you on the homepage of the Site or by email of any new or revised Terms, including information regarding the location of the new or revised terms and conditions. Your use of the Site following any changes means that you agree to follow and be bound by the terms as changed. Any change to these Terms shall be effective as to any visitor who has visited the Site before the change was made. It is the obligation of users visiting the Site before the change to learn of changes to the Terms since their last visit. Floating Rain may suspend or terminate your account and/or your ability to use the Site, or any services on the Site, including your license to the Software, for failure to comply with these Terms, for providing Floating Rain with untrue or inaccurate information about yourself, for infringement upon Floating Rain proprietary rights, or for any other reason whatsoever or for no reason.

16. Governing Law and Jurisdiction. These Terms represent the entire agreement between you and Floating Rain with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using the services, works, content, or materials on the Site, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in Los Angeles county, California; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available.

17. Miscellaneous. The Site is controlled and operated from within the United States. Without limiting anything else, Floating Rain makes no representation that the Site, Site Materials, User Content, services, products, information or other materials available on, in, or through the Site is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of Floating Rain to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”