Terms of Service

Effective Date: May 9, 2026. Last Updated: May 9, 2026.

1. Introduction; Agreement; Acceptance

1.1. Parties. These Terms of Service (this "Agreement") govern access to and use of the RainDelay software-as-a-service weather notification platform and related services. This Agreement is entered into by and between: (a) RainDelay. The provider of the Service identified in the applicable Order Form ("RainDelay", "Provider", "we", "us" or "our"); and (b) Customer. The entity identified on the applicable Order Form ("Customer", "you" or "your"), on whose behalf the Service is accessed and used.

1.2. Binding Agreement. By (a) executing an Order Form that references this Agreement, (b) clicking an "I accept", "I agree" or similar button or check-box referencing this Agreement, or (c) accessing or using the Service, Customer agrees to be bound by the terms and conditions of this Agreement. If an individual enters into this Agreement on behalf of an entity, such individual represents and warrants that they have the authority to bind such entity and its affiliates to this Agreement.

1.3. Order Forms; Incorporation. The parties may enter into one or more written or electronic order forms, online sign-up pages, or similar ordering documents that reference this Agreement (each, an "Order Form"). Each Order Form is hereby incorporated into and made part of this Agreement. In the event of a direct conflict between the terms of this Agreement and the express terms of an Order Form, the Order Form will control solely with respect to the subject matter expressly addressed in such Order Form.

1.4. Effective Date; Term. This Agreement becomes effective on the earliest of (a) the date of last signature on the initial Order Form, (b) the date Customer first accepts this Agreement online, or (c) the date Customer first accesses or uses the Service (the "Effective Date"), and will continue in effect until terminated in accordance with Section 14 (the "Term").

1.5. Business Use Only. The Service is intended solely for business use by commercial entities engaged in field service or related operations. The Service is not intended for personal, household, or consumer purposes.

2. Definitions

2.1. "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where "control" means ownership of more than fifty percent (50%) of the voting interests of such entity or the ability to direct its management.

2.2. "Application" means RainDelay's proprietary cloud-based software application(s) and associated interfaces, including web, mobile, and application programming interfaces (APIs), that provide weather-based notifications and related functionality.

2.3. "Authorized Users" means Customer's employees, contractors, or other personnel who (a) are authorized by Customer to access and use the Service for Customer's internal business purposes, and (b) have been supplied user credentials for the Service by Customer (or by RainDelay at Customer's written request).

2.4. "Billing Start Date" means the date specified as such in the applicable Order Form, or, if not so specified, the earlier of (a) the Service Start Date, or (b) the date the Service is first made available to Customer for production use.

2.5. "Confidential Information" has the meaning set forth in Section 10.

2.6. "Customer Data" means any and all data, content, information, and materials (including, without limitation, locations, routes, job sites, scheduling information, resource assignments, custom thresholds, and operator configuration data) that are submitted, transmitted, uploaded, or otherwise provided by or on behalf of Customer or any Authorized User to or through the Service, including data imported via API or other integrations, but excluding Service Data and Provider Materials.

2.7. "Documentation" means the then-current technical and functional documentation made available by RainDelay to Customer describing use of the Service, which may be provided in electronic or online form.

2.8. "Order Form" means an ordering document or online sign-up flow executed or accepted by Customer that references this Agreement and sets forth commercial terms, including, as applicable, subscription scope, pricing, and the Billing Start Date.

2.9. "Provider Materials" means the Service (including Application and APIs), Documentation, user interfaces, visualizations, designs, layouts, templates, workflows, configuration schemas, algorithms, models, Service Data, and any and all other software, tools, materials, information, know-how, and technology made available by RainDelay in connection with the Service, and all enhancements, modifications, derivative works, and copies thereof.

2.10. "Service" means, collectively, (a) the Application and related hosted services provided by RainDelay to Customer pursuant to this Agreement and the applicable Order Form, (b) associated mobile applications, APIs, integrations, and interfaces made available by RainDelay, and (c) any related standard support, as further described in the applicable Order Form and Documentation. Unless otherwise expressly stated in an Order Form, "Service" excludes any professional services.

2.11. "Service Data" means any data generated by or on behalf of RainDelay in the course of operating, maintaining, or improving the Service, including, without limitation, system logs, aggregated and de-identified statistics, analytical data, performance metrics, usage patterns, and derivative works of Customer Data that have been aggregated or de-identified.

2.12. "Service Start Date" means the date specified as such in the applicable Order Form, or, if not so specified, the date on which the Service is first made available to Customer for production use.

2.13. "Subscription Term" means the period during which Customer is authorized to access and use the Service pursuant to an Order Form, commencing on the Service Start Date (or such other date set forth in the Order Form) and continuing for the duration specified in such Order Form, including any renewal terms.

3. Grant of Rights; Access and Use

3.1. License Grant. Subject to Customer's timely payment of all applicable fees and compliance with this Agreement, RainDelay hereby grants to Customer, during the applicable Subscription Term, a limited, non-exclusive, non-transferable (except as expressly permitted under Section 16.4), revocable right for Customer and its Authorized Users to access and use the Service, solely: (a) for Customer's internal business purposes in connection with its field service operations and related scheduling activities; and (b) in accordance with this Agreement, the applicable Order Form(s), and the Documentation.

3.2. Authorized Users; Credentials. Customer shall ensure that only Authorized Users access and use the Service. Customer is responsible for (a) configuring user accounts, (b) maintaining the confidentiality and security of all usernames, passwords, and other credentials associated with Customer's account, and (c) all activities that occur under Customer's accounts, whether or not authorized by Customer. Customer shall promptly notify RainDelay of any actual or suspected unauthorized access to or use of the Service or any credentials.

3.3. Customer Systems and Connectivity. Customer is solely responsible, at its own expense, for acquiring, installing, operating, and maintaining all hardware, software, network connectivity, telecommunications, and other infrastructure required to access and use the Service, including any devices used by Authorized Users. RainDelay is not responsible for any unavailability or impaired performance of the Service caused by Customer's systems, internet connectivity, or third-party services not controlled by RainDelay.

3.4. Service Modifications. RainDelay may from time to time modify, enhance, update, or otherwise change the Service (including the Application and Documentation), provided that such modifications do not materially degrade the core functionality of the Service as described in the applicable Order Form. RainDelay may, in its sole discretion, discontinue or modify any free or beta features at any time without liability.

3.5. Suspension. RainDelay may suspend Customer's or any Authorized User's access to the Service, in whole or in part, immediately upon notice, if: (a) Customer fails to pay any undisputed amounts due under this Agreement within the applicable cure period; (b) RainDelay reasonably determines that Customer or an Authorized User has breached this Agreement, including Section 4 (Restrictions); (c) RainDelay reasonably believes such suspension is necessary to prevent unauthorized access to Customer Data or the Service, or to protect the security, integrity, or availability of the Service or RainDelay's systems; or (d) required by applicable law or governmental authority. RainDelay will use commercially reasonable efforts to limit any such suspension in scope and duration, and to restore access promptly after the underlying issue is resolved. Customer remains obligated to pay all fees during any period of suspension.

4. Usage Restrictions; Acceptable Use

4.1. Prohibited Activities. Customer shall not, and shall not permit any Authorized User or any third party to: (a) copy, reproduce, modify, adapt, translate, create derivative works of, or otherwise alter the Service or Provider Materials, except as expressly authorized by RainDelay in writing; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to the source code or underlying ideas or algorithms of the Service or any component thereof, except to the extent such restriction is prohibited by applicable law; (c) sublicense, rent, lease, loan, sell, resell, transfer, assign, distribute, disclose, provide access to, or otherwise make the Service or any Provider Materials available to any third party, except to Authorized Users as permitted herein; (d) use the Service to provide time-sharing, outsourcing, hosting, service bureau, or similar services for the benefit of any third party; (e) use the Service in any manner that (i) violates any applicable law or regulation, (ii) infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any third party, or (iii) is fraudulent, deceptive, harmful, or otherwise objectionable; (f) transmit or store any viruses, malware, harmful code, or any other content through the Service that may damage, disable, overburden, or impair the Service or any systems; (g) interfere with or disrupt the integrity or performance of the Service or the data contained therein, including by overloading, spamming, or attempting to gain unauthorized access to any systems or networks related to the Service; (h) attempt to bypass or circumvent any security or authentication measures of the Service; (i) remove, obscure, or alter any proprietary rights notices, disclaimers, or legends appearing on or in the Service or Provider Materials; (j) use the Service for the purposes of developing, training, or enhancing a competing product or service, or to benchmark or publish performance information about the Service without RainDelay's prior written consent; or (k) use any automated means (including bots, scrapers, or crawlers) to access or use the Service, except as expressly permitted via published APIs and in accordance with the Documentation.

4.2. Compliance with Policies. RainDelay may implement and maintain reasonable use or security policies, including acceptable use policies and security standards, which may be referenced in or incorporated by this Agreement or Documentation. Customer shall comply with all such policies as updated by RainDelay from time to time, provided that any material changes that materially affect Customer's use of the Service will be communicated to Customer in advance where practicable.

4.3. Export and Sanctions Compliance. Customer shall not access or use the Service in violation of any applicable export control, trade, or economic sanctions laws and regulations. Customer represents and warrants that it is not, and is not acting on behalf of, any individual or entity that is the subject of such sanctions or listed on any applicable restricted party list.

4.4. Responsibility for Authorized Users. Customer is responsible for all acts and omissions of its Authorized Users in connection with this Agreement and the Service. Any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach by Customer.

5. Service Description; Weather Data and Notifications

5.1. Overview. The Service is designed to provide weather-related information, alerts, and notifications to support Customer's field service operations, including by: (a) consuming and processing weather forecast and observation data from various third-party providers and public or private sources; (b) correlating such data with locations, routes, work orders, or other parameters defined by Customer; and (c) generating notifications, alerts, or reports ("Notifications") according to rules, thresholds, or configurations established by Customer or made available by RainDelay.

5.2. Third-Party and Public Data Sources. Customer acknowledges and agrees that: (a) the Service relies on weather forecast, observation, radar, and other meteorological data obtained from third-party providers and/or public sources, which may include governmental agencies, commercial weather services, or other data suppliers; (b) RainDelay does not create or control the underlying weather or meteorological data and cannot and does not guarantee the accuracy, completeness, timeliness, or availability of such data; and (c) the quality and reliability of such data may vary depending on geography, time, conditions, and provider, and may be subject to interruption, delay, or error.

5.3. Forecasts Versus Observations. Customer acknowledges that: (a) many features of the Service rely on probabilistic weather forecasts, models, or predictions, which by their nature are inherently uncertain and may not reflect actual future conditions; (b) certain features may incorporate historical data or real-time observations, which may themselves be incomplete, delayed, erroneous, or unavailable in certain locations; and (c) the Service may provide probability-based or risk-driven outputs (for example, likelihood of precipitation thresholds, predicted temperature ranges, or estimated storm arrival times) that are not guarantees of actual events.

5.4. Notification Delivery. The Service may make Notifications available via one or more delivery channels, which may include in-application alerts, email, SMS or text message, push notifications, webhooks, or APIs, subject to the capabilities selected in the Order Form and the Documentation. Customer acknowledges and agrees that: (a) delivery of Notifications depends on third-party networks and systems (such as mobile carriers, email providers, and internet service providers) over which RainDelay has no control; (b) Notifications may be delayed, blocked, filtered, misdirected, not received, or not displayed due to issues with such third-party networks, Customer's systems, or Customer's configuration choices; and (c) Customer is solely responsible for configuring Notification settings, managing contact information, and ensuring that appropriate redundancies or contingencies are in place for mission-critical communications.

5A. SMS Notifications; TCPA Compliance; Consent

5A.1. Customer Consent Obligations. Customer acknowledges that SMS Notifications sent through the Service are subject to the Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. § 227, and applicable FCC regulations. Customer represents, warrants, and covenants that: (a) Customer has obtained and will maintain valid prior express consent from each end consumer before any SMS Notification is sent to such end consumer's mobile telephone number through the Service; (b) Customer will maintain records of such consent sufficient to demonstrate compliance with the TCPA, including the date, time, source, and scope of consent obtained; (c) Customer will promptly honor all opt-out requests (including STOP replies) and will update its records and Connected Platform data accordingly; and (d) Customer will not use the Service to send SMS Notifications to any end consumer who has revoked consent or whose telephone number has been reassigned.

5A.2. Template-Only SMS. The Service sends SMS Notifications using pre-approved message templates configured by Customer within the Application. Customer shall not attempt to circumvent, modify, or override the template system to send non-templated or free-form SMS messages through the Service.

5A.3. Opt-Out Processing. RainDelay will use commercially reasonable efforts to process opt-out requests (including STOP replies) received through the SMS delivery infrastructure and to suppress future SMS Notifications to opted-out numbers. Customer acknowledges that opt-out processing depends on third-party carrier and messaging provider systems and may not be instantaneous.

5A.4. TCPA Indemnification (Mutual).

(a) Customer indemnifies RainDelay against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and TCPA statutory damages) arising out of or related to: (i) Customer's failure to obtain or maintain valid consent; (ii) Customer's failure to honor opt-out requests; (iii) SMS Notifications sent to reassigned numbers where Customer failed to verify number ownership; or (iv) Customer's use of the SMS features in violation of the TCPA or applicable state telemarketing laws.

(b) RainDelay indemnifies Customer against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and TCPA statutory damages) arising out of or related to: (i) RainDelay's failure to process a valid opt-out request after it has been received and acknowledged by RainDelay's SMS delivery systems; (ii) duplicate or erroneous SMS Notifications sent due to a defect in RainDelay's platform (not caused by Customer's configuration); or (iii) SMS Notifications sent by RainDelay's systems after Customer has properly submitted a suppression request through the Application.

5A.5. Consent Records. Customer is solely responsible for maintaining its own consent records. RainDelay may, but is not obligated to, provide tools within the Service to assist Customer in tracking consent status. Any such tools are provided as a convenience only and do not relieve Customer of its independent obligation to maintain TCPA-compliant consent records.

6. Customer Responsibilities; Operator Decision-Making

6.1. Operational Control Retained by Customer. Customer acknowledges and expressly agrees that: (a) the Service is an informational tool intended solely to provide weather-related data and Notifications to support Customer's independent operational decision-making; (b) RainDelay does not, and shall not be deemed to, direct, manage, control, or operate Customer's field service activities, work scheduling, dispatching, routing, or other business operations; and (c) all decisions regarding scheduling, dispatch, routing, job cancellation or rescheduling, worksite safety, deployment or recall of personnel or equipment, and other operational or safety decisions (collectively, "Operational Decisions") are made solely by Customer and its operators, in their sole discretion.

6.2. Disclaimer Regarding Scheduling and Operations. Without limiting the foregoing: (a) RainDelay does not provide, and the Service does not constitute, safety, emergency, or regulatory compliance advice, or professional consulting services; (b) RainDelay does not and will not issue, approve, or veto any Operational Decisions, and does not assume any duty to warn, duty of care, or obligation to ensure Customer's operations are safe, lawful, or efficient; (c) any suggestions, configuration options, thresholds, or default settings provided by RainDelay are provided solely for general informational purposes and must be reviewed, validated, and adjusted by Customer based on Customer's own requirements, risk tolerances, and professional judgment; and (d) the existence, absence, timing, or content of any Notification shall not be construed as a directive or recommendation by RainDelay to take or refrain from taking any particular Operational Decision.

6.3. Assumption of Risk. Customer is solely responsible for, and assumes all risk associated with: (a) its use of the Service and reliance on any Notifications, data, or outputs returned by the Service; (b) all Operational Decisions, regardless of whether such decisions are made in whole or in part based on data or Notifications from the Service; and (c) implementing appropriate safety, emergency, and contingency plans, and otherwise assuring compliance with all applicable laws, regulations, industry standards, and internal policies.

6.4. Indemnity for Operational Decisions. Without limiting any other indemnification obligations in this Agreement, Customer shall indemnify, defend, and hold harmless RainDelay and its affiliates, and each of their respective officers, directors, employees, contractors, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any Operational Decisions made by or on behalf of Customer or its Authorized Users; (b) Customer's scheduling, dispatch, routing, field operations, or work practices; or (c) bodily injury, death, or property damage alleged to have arisen from Customer's or its personnel's acts or omissions in conducting field operations, except to the extent such claims are finally determined by a court of competent jurisdiction to have resulted primarily from RainDelay's willful misconduct or fraud.

7. Compliance Logging; Records; As-Is Provision

7.1. Compliance Logging Features. The Service may include features that record, store, or make available certain logs or records related to Customer's use of the Service, including, without limitation: (a) timestamps of Notifications generated or attempted to be delivered; (b) information regarding configured Notification rules, thresholds, and location mappings; (c) limited technical delivery logs (such as indications that an email or SMS was queued for delivery or delivered to a third-party gateway); and (d) audit trails relating to Authorized User logins, configuration changes, or similar events (collectively, "Compliance Logs").

7.2. As-Is Provision for Compliance Logs. Customer acknowledges and agrees that: (a) Compliance Logs are generated and maintained by the Service on an automated, system-driven basis; (b) Compliance Logs are provided strictly "as is" and "as available" for Customer's convenience, with no representation, warranty, or guarantee by RainDelay regarding their accuracy, completeness, timeliness, integrity, or availability; (c) Compliance Logs may be incomplete, corrupted, inaccurate, unavailable, or lost due to system failures, third-party issues, maintenance, or other circumstances; and (d) RainDelay shall have no obligation or liability for any errors, omissions, inaccuracies, delays, or failures in any Compliance Logs, or for Customer's reliance on or use of any Compliance Logs.

7.3. No Regulatory or Legal Certification. RainDelay does not represent or warrant that: (a) any Compliance Logs or other records generated by the Service satisfy any particular regulatory, legal, contractual, or industry-specific recordkeeping or evidentiary requirements; or (b) the Service is certified, validated, or approved for use as a system of record or as legally admissible evidence in any regulatory proceeding, litigation, investigation, or audit. Customer is solely responsible for determining whether the Service, including any Compliance Logs, is appropriate for its specific regulatory, legal, or contractual obligations, and for implementing additional controls or recordkeeping systems as needed.

7.4. Customer Responsibility for Compliance Records. Customer remains solely responsible for: (a) maintaining all records required by applicable law, regulation, contract, or internal policy, including records regarding Operational Decisions and field activities; (b) implementing appropriate retention, backup, and archival practices for any records it deems compliance-critical; and (c) not relying solely on the Service or any Compliance Logs as its system of record for legal or regulatory purposes.

7.5. Retention and Deletion. Unless otherwise expressly specified in an Order Form or mutually agreed in writing: (a) RainDelay will retain Weather Compliance Logs (weather condition records associated with scheduled service visits) indefinitely for regulatory compliance purposes, consistent with the Privacy Policy; (b) for all other Compliance Logs, RainDelay may establish and modify reasonable retention periods in its sole discretion; (c) RainDelay may delete or anonymize non-weather Compliance Logs and related data upon expiration of applicable retention periods, or upon termination or expiration of this Agreement, without liability to Customer; and (d) Customer is solely responsible for exporting any Compliance Logs or other information that it wishes to retain, subject to the export capabilities provided in the Service.

7.6. Requests for Logs. RainDelay may, but is not obligated to, assist Customer in retrieving or exporting Compliance Logs beyond the capabilities provided directly through the Service. Any such assistance may be conditioned upon payment of additional fees and the parties' agreement on scope and timing.

8. Fees; Subscription Billing; Payment Terms

8.1. Fees. Customer shall pay to RainDelay all fees set forth in each applicable Order Form, which may include, without limitation: (a) recurring subscription fees (for example, per-seat, per-location, per-organization, or usage-tier-based fees) for access to the Service during the Subscription Term; (b) variable or usage-based fees (for example, fees based on the volume of Notifications, API calls, or other metered usage); (c) one-time setup, onboarding, or implementation fees; and (d) fees for any additional professional services, integrations, training, or customizations, if any, as mutually agreed in writing.

8.2. Billing and Invoicing. Unless otherwise specified in the applicable Order Form: (a) subscription fees for the Service are billed in advance for the applicable billing period (for example, monthly or annually), starting on the Billing Start Date; (b) usage-based or overage fees may be billed in arrears, based on actual measured usage during the preceding billing period; (c) RainDelay will issue invoices electronically to the billing contact designated on the Order Form, and such invoices will specify the amounts due, the applicable billing period, and any applicable taxes; and (d) Customer agrees to receive invoices electronically and to maintain up-to-date billing contact information.

8.3. Payment Terms. Unless otherwise stated in an Order Form: (a) all invoiced amounts are due and payable within thirty (30) days after the invoice date; (b) all payments shall be made in the currency specified in the Order Form, by the payment method specified therein (for example, credit card, ACH, or wire transfer); (c) if Customer has provided a credit card or other automatic payment method, Customer authorizes RainDelay to charge such payment method for all applicable fees as they become due, including for renewals, usage-based charges, and any additional services ordered; (d) Customer shall not withhold, offset, or reduce any amounts due under this Agreement by any amounts subject to dispute or by amounts owed or alleged to be owed by RainDelay, except to the extent expressly permitted by applicable law or agreed by RainDelay in writing.

8.4. Late Payments. Any undisputed amount not received by RainDelay by the due date may accrue interest from the due date until paid in full at a rate equal to the lesser of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted by applicable law, calculated on a daily basis. Customer shall also reimburse RainDelay for all reasonable costs and expenses (including reasonable attorneys' fees) incurred in collecting any overdue amounts. RainDelay shall not assess interest or pursue collection with respect to any portion of an invoice that Customer disputes in good faith in accordance with Section 8.5.

8.5. Fee Disputes. If Customer reasonably and in good faith disputes any invoiced amount, Customer shall: (a) notify RainDelay in writing of the dispute within fifteen (15) days after the invoice date, specifying the nature of the dispute in reasonable detail; and (b) pay all undisputed portions of the invoice when due. The parties will work together in good faith to resolve any such dispute. RainDelay will not exercise its suspension or termination rights based solely on Customer's non-payment of a disputed amount, provided Customer complies with this Section.

8.6. Taxes. All fees are exclusive of any sales, use, value-added, goods and services, consumption, excise, withholding, or other taxes, duties, or levies ("Taxes"). Customer is solely responsible for all Taxes associated with its purchase and use of the Service, excluding taxes based on RainDelay's net income, property, or employees. If RainDelay is required to collect or pay any Taxes, RainDelay will invoice Customer for such Taxes and Customer shall pay the amounts invoiced, unless Customer provides timely evidence of tax exemption acceptable to the applicable tax authority.

8.7. No Refunds. Except as expressly provided in this Agreement or in an applicable Order Form, all fees are non-refundable, and Subscription Terms are non-cancellable during the applicable term. Without limiting the foregoing, fees are non-refundable in the event of termination by Customer for convenience or for non-material breach.

8.8. Changes in Scope or Usage. If Customer's usage of the Service exceeds the limits or thresholds specified in the applicable Order Form, RainDelay may automatically invoice Customer for such excess usage at the rates set forth in the Order Form or, if not specified, at RainDelay's then-current standard rates. Customer agrees to pay such amounts in accordance with this Section.

8.9. Free Trials; Beta Features. RainDelay may, in its discretion, make portions of the Service available to Customer on a trial, evaluation, or beta basis without charge or at a reduced fee, subject to additional terms. Such access may be terminated by RainDelay at any time upon notice, and is provided on an as-is, with all faults basis, without any warranties or service level commitments.

9. Intellectual Property; Ownership; License Rights

9.1. Ownership of Service and Provider Materials. As between the parties, RainDelay and its licensors own and retain all right, title, and interest (including all intellectual property rights) in and to: (a) the Service and all Provider Materials; (b) all modifications, enhancements, improvements, or derivative works of any of the foregoing, whether created by or on behalf of RainDelay, Customer, or any third party; and (c) all trademarks, service marks, logos, and other brand features of RainDelay. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.

9.2. Ownership of Customer Data. As between the parties, Customer retains all right, title, and interest (including all intellectual property rights) in and to Customer Data, subject to the license rights expressly granted in this Agreement.

9.3. License to Customer Data. Customer hereby grants RainDelay and its affiliates a non-exclusive, worldwide, royalty-free license, during the Term, to host, copy, transmit, display, process, transform, and otherwise use Customer Data: (a) to provide, operate, maintain, support, secure, and improve the Service; (b) to prevent or address technical or security issues and to provide customer support; (c) as otherwise expressly permitted or requested by Customer; and (d) as required by applicable law.

9.4. Service Data and Aggregated Data. RainDelay may generate, collect, and use Service Data and may use Customer Data that has been aggregated and/or de-identified such that it does not identify Customer or any individual ("Aggregated Data") for any lawful purposes, including to: (a) operate, analyze, improve, and develop the Service and other products or services; (b) benchmark system performance and usage, and conduct research and analytics; and (c) create derivative works and new offerings. RainDelay shall own all right, title, and interest in and to Service Data and Aggregated Data, including any intellectual property rights therein.

9.5. Feedback. If Customer or any Authorized User provides any suggestions, ideas, feedback, or recommendations regarding the Service or Provider Materials ("Feedback"), Customer hereby grants RainDelay a worldwide, perpetual, irrevocable, royalty-free, fully paid up, transferable, sublicensable license to use, disclose, reproduce, modify, create derivative works of, and otherwise exploit such Feedback for any purpose, without restriction or obligation to Customer or any Authorized User.

9.6. Restrictions on Customer Data. Customer represents and warrants that: (a) it has and will maintain all rights, consents, and permissions necessary to grant the rights set forth in this Agreement and to allow RainDelay to process Customer Data as contemplated herein; and (b) Customer Data will not contain any information that Customer is not authorized to disclose or provide to RainDelay, or any data that is subject to special regulatory protections that are not expressly agreed in writing by the parties (for example, protected health information, payment card data, or similar categories of sensitive data not contemplated by the Service).

10. Confidentiality

10.1. Definition. "Confidential Information" means any non-public information disclosed by or on behalf of one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business and marketing plans, technology and technical information, product plans and designs, business processes, security information, and, with respect to RainDelay, the Provider Materials. Customer Data is Confidential Information of Customer. Service Data and Aggregated Data are Confidential Information of RainDelay. For the avoidance of doubt, the terms of this Agreement as published at raindelay.app/terms are not Confidential Information.

10.2. Exclusions. Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

10.3. Protection of Confidential Information. The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; (b) protect the Disclosing Party's Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and (c) not disclose the Disclosing Party's Confidential Information to any third party except as expressly permitted herein.

10.4. Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information: (a) to its and its affiliates' employees, contractors, advisors, and agents who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein; and (b) as required by applicable law, regulation, or legal process, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party prompt notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.

10.5. Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party's Confidential Information in its possession or control, except that the Receiving Party may retain (a) one archival copy solely for purposes of monitoring its obligations under this Agreement, or (b) any copies that it is required to retain by law or that are maintained solely in backup or archival systems in the ordinary course of business, in each case subject to ongoing confidentiality obligations.

10.6. Equitable Relief. The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief (including injunctive relief) without the necessity of posting bond or proving actual damages, in addition to any other remedies available at law or in equity.

11. Warranties; Disclaimers

11.1. Mutual Representations. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has the right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (c) this Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and general principles of equity.

11.2. Service Warranty (Limited). RainDelay warrants that, during the applicable Subscription Term: (a) the Service will perform materially in accordance with the then-current Documentation, when used in accordance with this Agreement and the Documentation; and (b) RainDelay will use commercially reasonable efforts to maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data in its possession or control.

11.3. Sole and Exclusive Remedy. In the event of any breach of the limited Service warranty in Section 11.2, Customer's sole and exclusive remedy, and RainDelay's entire liability, shall be for RainDelay, at its option and expense, to: (a) use commercially reasonable efforts to correct the non-conforming Service; or (b) if RainDelay determines that correction is not commercially practicable, allow Customer to terminate the affected Service and receive a pro-rata refund of any prepaid, unused subscription fees for the period following termination for the non-conforming Service.

11.4. No Warranty for Weather Forecast Accuracy or Completeness. Customer expressly acknowledges and agrees that: (a) all weather forecast, meteorological, and related data made available through the Service, and all Notifications derived therefrom, are inherently uncertain, probabilistic, and subject to error, delay, and incompleteness; (b) RainDelay does not warrant, represent, or guarantee the accuracy, completeness, timeliness, reliability, or suitability of any weather data, forecasts, models, predictions, or Notifications, and such outputs may differ materially from actual conditions; (c) the Service may fail to provide Notifications in certain circumstances, or may provide Notifications that are outdated, incomplete, or not reflective of current or future conditions; and (d) Customer and its operators must exercise independent judgment in interpreting and acting upon any weather data or Notifications from the Service, and must not rely on the Service as the sole basis for any Operational Decisions, safety determinations, or risk assessments.

11.5. Compliance Logs Provided As-Is. Without limiting the generality of the foregoing: (a) all Compliance Logs and related records generated by the Service are provided strictly on an "as is", "as available", and "with all faults" basis; (b) RainDelay expressly disclaims any and all warranties, express or implied, that Compliance Logs or related records are accurate, complete, non-corrupted, timely, or suitable for regulatory, legal, evidentiary, or audit purposes; and (c) Customer bears all responsibility for verifying the adequacy of any logs or records for its intended purposes and maintaining independent records as necessary.

11.6. General Disclaimers. Except for the express warranties set forth in Section 11.2, and to the maximum extent permitted by applicable law: (a) RainDelay disclaims all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing, course of performance, or trade usage; (b) RainDelay does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any defects will be corrected; and (c) RainDelay makes no warranty as to the results that may be obtained from use of the Service, or that the Service will meet Customer's requirements, expectations, or intended use cases.

11.7. High-Risk Activities. The Service is not designed, intended, or warranted for use in any environment requiring fail-safe performance, including in connection with the operation of emergency services, air traffic control, life support, or other activities in which the failure of the Service could lead to death, personal injury, or severe physical or environmental damage. Customer assumes all risk associated with any such use.

12. Limitation of Liability

12.1. Exclusion of Certain Damages. To the maximum extent permitted by applicable law, in no event shall either party be liable to the other party or any third party for any: (a) loss of profits, revenue, business, goodwill, or anticipated savings; (b) loss or corruption of data (including Customer Data or Compliance Logs), or cost of restoring or reconstituting any such data; (c) business interruption or downtime costs; or (d) any indirect, incidental, consequential, special, exemplary, or punitive damages, in each case arising out of or related to this Agreement or the use of or inability to use the Service, even if such party has been advised of the possibility of such damages and regardless of the legal or equitable theory (contract, tort, or otherwise) on which the claim is based.

12.2. Liability Cap. To the maximum extent permitted by applicable law, and except as provided in Section 12.3, the total aggregate liability of RainDelay and its affiliates, and each of their respective officers, directors, employees, contractors, and agents, arising out of or related to this Agreement, the Service, or any Order Form, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed, in the aggregate, the total amount of subscription fees actually paid by Customer to RainDelay under the applicable Order Form during the twelve (12) month period immediately preceding the event giving rise to the claim.

12.3. Exceptions. The limitations and exclusions in Sections 12.1 and 12.2 shall not apply to: (a) Customer's payment obligations under this Agreement; (b) either party's indemnification obligations under Section 13; (c) either party's breach of its confidentiality obligations under Section 10 (other than relating to Service Data or Aggregated Data); (d) Customer's breach of the license restrictions in Section 4; or (e) liability that cannot be limited or excluded under applicable law.

12.4. Additional Exclusion for Weather Forecast Accuracy and Operational Decisions. Without limiting Section 12.1: (a) RainDelay shall have no liability whatsoever for any damages, losses, costs, or expenses arising out of or relating to (i) any inaccuracy, incompleteness, delay, unavailability, or other defect in any weather data, forecasts, models, predictions, or Notifications; (ii) Customer's or any Authorized User's interpretation of or reliance upon any such data, forecasts, models, predictions, or Notifications; or (iii) any Operational Decisions made by or on behalf of Customer or any Authorized User, including any scheduling, dispatch, routing, worksite, or safety-related decisions; and (b) Customer acknowledges that the limitations and exclusions in this Section 12.4 are a material basis of the bargain between the parties, and that RainDelay would not provide the Service on the same economic terms in the absence of such limitations and exclusions.

12.5. Multiple Claims; Allocation. The limitations and exclusions in this Section 12 apply regardless of the number of claims or events, and shall apply on a cumulative basis. The parties agree that the limitations of liability set forth in this Agreement are a reasonable allocation of risk, having regard to all relevant circumstances, including the level of fees and the nature of the Service.

13. Indemnification

13.1. Customer Indemnification. Customer shall indemnify, defend, and hold harmless RainDelay and its affiliates, and each of their respective officers, directors, employees, contractors, and agents (collectively, the "RainDelay Indemnified Parties") from and against any and all claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) (collectively, "Claims") arising out of or related to: (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or otherwise violates any intellectual property, privacy, or other rights of any third party; (b) Customer's or any Authorized User's use of the Service in violation of this Agreement, the Documentation, or applicable law; (c) Customer's or any Authorized User's Operational Decisions, field operations, or scheduling, dispatching, routing, or worksite practices, including any bodily injury, death, or property damage alleged to have arisen therefrom, except to the extent such Claims are finally determined by a court of competent jurisdiction to have resulted primarily from RainDelay's willful misconduct or fraud; or (d) any representations or warranties made by Customer to any third party with respect to the Service that are in addition to or inconsistent with this Agreement.

13.2. RainDelay Indemnification. Subject to Section 12, RainDelay shall indemnify, defend, and hold harmless Customer and its affiliates, and each of their respective officers, directors, employees, contractors, and agents (collectively, the "Customer Indemnified Parties") from and against any and all Claims brought by a third party to the extent arising from an allegation that Customer's authorized use of the Service in accordance with this Agreement and the Documentation directly infringes a valid patent, copyright, or registered trademark of such third party, or misappropriates such third party's trade secret under applicable law.

13.3. Indemnification Exclusions. RainDelay shall have no indemnification obligation under Section 13.2 to the extent any Claim arises from: (a) use of the Service in combination with any software, hardware, data, or technology not provided by RainDelay, if the alleged infringement would not have occurred but for such combination; (b) modification of the Service by any party other than RainDelay, or by RainDelay at Customer's request, if the alleged infringement would not have occurred but for such modification; (c) Customer's use of the Service after RainDelay has notified Customer to cease such use in order to avoid further infringement; (d) Customer's failure to use an update, modification, or replacement of the Service made available by RainDelay that would have avoided the alleged infringement without materially reducing the overall functionality of the Service; or (e) Customer Data, or Compliance Logs or other data generated from or based on Customer Data.

13.4. Infringement Mitigation. If the Service or any portion thereof is, or in RainDelay's opinion is likely to be, the subject of an infringement Claim, RainDelay may, at its sole option and expense: (a) procure for Customer the right to continue using the allegedly infringing Service (or portion thereof); (b) replace or modify the allegedly infringing Service (or portion thereof) so that it becomes non-infringing while providing substantially equivalent functionality; or (c) if neither of the foregoing options is commercially reasonable in RainDelay's judgment, terminate the affected Service and provide Customer with a pro-rata refund of any prepaid, unused subscription fees for the terminated Service for the remaining portion of the applicable Subscription Term. This Section 13.4 states RainDelay's sole and exclusive liability, and Customer's sole and exclusive remedy, for any infringement or misappropriation Claims.

13.5. Indemnification Procedures. The obligations of an indemnifying party under this Section 13 are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party in writing of any Claim for which indemnification is sought (provided that any delay in notice shall relieve the indemnifying party of its obligations only to the extent it is materially prejudiced by such delay); (b) granting the indemnifying party sole control of the defense and settlement of the Claim (except that the indemnifying party may not settle any Claim in a manner that imposes any admission of fault or payment obligation on the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed); and (c) providing the indemnifying party with all reasonable assistance, at the indemnifying party's expense, in connection with the defense and settlement of the Claim. The indemnified party may participate in the defense of any Claim with counsel of its own choosing at its own expense.

14. Term; Termination; Effect of Termination

14.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all Subscription Terms under all Order Forms have expired or have been terminated, unless earlier terminated in accordance with this Section 14.

14.2. Subscription Term; Renewals. Each Order Form specifies the initial Subscription Term for the Service covered thereby. Unless otherwise stated in the Order Form: (a) each Subscription Term will automatically renew for successive renewal terms equal in length to the expiring Subscription Term (each, a "Renewal Term") unless either party gives the other party written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term; and (b) RainDelay may adjust pricing for any Renewal Term by providing notice to Customer at least forty-five (45) days prior to the start of such Renewal Term.

14.3. Termination for Cause. Either party may terminate this Agreement or any affected Order Form upon written notice to the other party if: (a) the other party materially breaches this Agreement or such Order Form and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail (ten (10) days in the case of Customer's failure to pay undisputed amounts when due); or (b) the other party (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it a petition for bankruptcy or reorganization, (iii) makes an assignment for the benefit of creditors, or (iv) has a receiver, trustee, or similar officer appointed for its business, property, or affairs, and such proceeding is not dismissed within sixty (60) days.

14.4. Termination for Convenience (By Customer). Unless explicitly provided in the applicable Order Form or separately agreed in writing, Customer may not terminate any Subscription Term for convenience prior to its scheduled expiration. If an Order Form expressly permits termination for convenience, such termination shall be effective only in accordance with the notice and other conditions specified therein, and no refunds shall be due except as expressly provided.

14.5. Suspension for Non-Payment or Material Breach. RainDelay may, without limiting its other rights or remedies, suspend Customer's access to the Service, in whole or in part, upon written notice if: (a) any undisputed amount owed by Customer under this Agreement is more than fifteen (15) days past due; or (b) Customer has materially breached this Agreement and not cured the breach within the applicable cure period, or RainDelay reasonably believes that an ongoing breach poses an imminent risk to the security, availability, or integrity of the Service or any data. RainDelay will promptly restore access after the underlying issue is resolved.

14.6. Effect of Termination or Expiration. Upon termination or expiration of this Agreement or any Subscription Term: (a) all rights and licenses granted to Customer with respect to the terminated or expired Service shall immediately cease, and Customer shall immediately cease all access to and use of the affected Service; (b) Customer shall promptly pay to RainDelay all fees accrued or due and payable under this Agreement as of the effective date of termination, including any fees that would have become due through the remainder of the then-current Subscription Term if termination is by RainDelay for Customer's uncured material breach; (c) except as otherwise expressly provided in this Agreement or in an applicable Order Form, RainDelay shall have no obligation to refund any prepaid fees.

14.7. Data Export and Deletion. For a period of thirty (30) days after the effective date of termination or expiration of the applicable Subscription Term (the "Transition Period"), and upon Customer's written request: (a) RainDelay will make Customer Data (excluding Service Data and Aggregated Data) then stored in the Service available for export or download in a commercially reasonable format supported by the Service; and (b) following the Transition Period, RainDelay may delete or anonymize Customer Data in accordance with its data retention and deletion practices, except to the extent RainDelay is required to retain such data by applicable law or to protect its legal rights. During the Transition Period, Customer's access to the Service may be limited to export functionality. RainDelay has no obligation to maintain or provide any Customer Data or Compliance Logs beyond the Transition Period, except as expressly stated in this Agreement.

14.8. Survival. Any provision of this Agreement that, by its nature, should survive termination or expiration shall so survive, including, without limitation, Sections 2, 4, 5A, 7 (to the extent relating to records already generated), 8 (to the extent of unpaid fees), 9, 10, 11, 12, 13, 14.6–14.8, 15, and 16.

15. Mandatory Arbitration; Class Action Waiver; Dispute Resolution

15.1. Definitions. For purposes of this Section 15: (a) "Dispute" means any claim, controversy, or dispute between RainDelay and Customer arising out of or relating to the Service, this Agreement, any Order Form, pricing, billing, refunds, data handling, privacy, security, marketing, support, or the relationship between the parties, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (b) "Arbitration Agreement" means this Section 15; and (c) "FAA" means the U.S. Federal Arbitration Act.

15.2. Mutual Agreement to Arbitrate; Scope. RainDelay and Customer agree that, except as expressly stated in Section 15.3, any Dispute shall be resolved exclusively by final and binding arbitration on an individual basis, and not in court. This Arbitration Agreement is intended to be broadly interpreted and applies to Disputes that arose before acceptance of this Agreement, after acceptance, or after termination, to the maximum extent permitted by applicable law.

15.3. Carve-Outs; Small Claims; Injunctive Relief. Notwithstanding Section 15.2: (a) either party may bring an individual action in small claims court if the claim qualifies and remains in that court; (b) either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction solely to prevent actual or threatened misuse of the Service, unauthorized access to systems, or infringement or misappropriation of intellectual property or breach of confidentiality, and any such request shall not be deemed a waiver of the obligation to arbitrate all other aspects of the Dispute; and (c) either party may pursue claims that, as a matter of applicable law, cannot be required to be arbitrated (in which case only those non-arbitrable claims may proceed in court, and all arbitrable claims shall proceed in arbitration).

15.4. Governing Law; Enforceability. This Arbitration Agreement is governed by the FAA and evidences a transaction involving interstate commerce. To the extent state law is not preempted by the FAA, the arbitrator shall apply the substantive law of the State of Wyoming (without regard to conflict of laws principles) to the Dispute, including generally applicable contract defenses (e.g., fraud, duress, unconscionability) that do not uniquely disfavor arbitration. If any jurisdiction-specific requirement applies to make arbitration enforceable or fair (including requirements relating to notice, allocation of fees, or available remedies), this clause shall be interpreted and applied to satisfy such requirement to the maximum extent permitted by law while preserving the parties' intent to arbitrate.

15.5. Pre-Arbitration Notice and Informal Resolution (Mutual). Before initiating arbitration, the initiating party shall provide the other party written notice of the Dispute and a reasonable opportunity to resolve it informally. The notice must include: (a) the initiating party's name and contact information; (b) a description of the Dispute and relevant facts; (c) the relief sought and a good-faith calculation of damages (if any); and (d) the basis for the claim. Notices to RainDelay shall be sent to legal@raindelay.app. The parties shall attempt in good faith to resolve the Dispute for at least thirty (30) days after receipt of the notice (unless a shorter period is required to seek injunctive relief under Section 15.3). Any applicable limitations period is tolled during this informal resolution period.

15.6. Arbitration Provider; Rules; Arbitrator. Arbitration shall be administered by the American Arbitration Association ("AAA") under its then-current Commercial Arbitration Rules, as modified by this Section 15. For disputes involving claims of \$75,000 or less, the AAA's Supplementary Rules for Streamlined Arbitration shall apply. The arbitrator shall be a neutral attorney or retired judge with experience in commercial technology disputes. The arbitrator shall have authority to award any relief that a court of competent jurisdiction could award on an individual basis under applicable law, subject to the limitations and disclaimers in this Agreement, and shall issue a reasoned written decision sufficient to explain the essential findings and conclusions. The arbitrator shall apply the limitations of liability, disclaimers, and exclusions set forth in this Agreement to the same extent as a court would, except to the extent prohibited by applicable law or the FAA.

15.7. Location; Remote Hearings; Accessibility. The arbitration hearing shall be conducted: (a) remotely by videoconference unless either party reasonably requests an in-person hearing; and (b) if in-person, in the U.S. county and state of Customer's principal place of business, unless the parties agree otherwise or the arbitrator determines another location is necessary to ensure fairness and efficiency. The arbitrator shall manage the process to avoid undue burden, including by permitting telephonic appearances, reasonable scheduling accommodations, and streamlined presentation of evidence.

15.8. Costs; Fees; Fair Allocation. The parties agree to a fair allocation of arbitration costs to avoid undue burden on Customer: (a) each party shall pay its own attorneys' fees and expenses, except where a fee-shifting statute or contractual provision applicable to the Dispute permits recovery of attorneys' fees, in which case the arbitrator may award fees consistent with applicable law; (b) RainDelay shall pay the AAA's filing and case management fees and the arbitrator's fees in excess of the amount Customer would have paid to file an individual action in the applicable state court of general jurisdiction (or, if lower, small claims court), unless the arbitrator determines Customer's claim or conduct is frivolous or brought for an improper purpose under the applicable arbitration rules; (c) if Customer demonstrates that even the reduced cost described above would be prohibitively expensive, RainDelay will further reduce or advance such costs to the extent necessary to ensure the arbitration remains accessible and enforceable; and (d) the arbitrator may reallocate costs in the final award only as permitted by applicable law and the governing arbitration rules, as modified by this clause.

15.9. Discovery; Confidentiality; Protective Orders. The arbitrator shall permit reasonable discovery proportionate to the needs of the case, considering the amount in controversy, the importance of the issues, and the goal of efficient resolution. The existence and substance of the arbitration, including filings, evidence, and the arbitrator's award, shall be treated as Confidential Information of both parties under Section 10, except as required for enforcement, insurance, audit, or legal compliance. Either party may request appropriate confidentiality protections for trade secrets, security information, Customer Data, and other confidential information, including protective orders and in camera review.

15.10. Class Action Waiver (Mutual). To the maximum extent permitted by applicable law, RainDelay and Customer agree that: (a) arbitration shall be conducted only on an individual basis; (b) no Dispute may be arbitrated on a class, collective, representative, private attorney general, or consolidated basis; (c) the arbitrator may not combine more than one person's or entity's claims and may not preside over any form of representative proceeding; and (d) Customer and RainDelay each waive any right to bring or participate in any such proceeding in arbitration or in court. If a court of competent jurisdiction determines that this Section 15.10 is unenforceable as to a particular claim and that determination is not subject to appeal, then that claim (and only that claim) shall proceed in court, and all other claims shall remain subject to arbitration.

15.11. Severability; Survival; Interpretation. If any provision of this Arbitration Agreement is found invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force and effect, except as expressly provided in Section 15.10 regarding the class action waiver. This Arbitration Agreement survives termination of this Agreement and any Subscription Term, and applies to Disputes arising before or after termination.

15.12. Time Limits; Statute of Limitations. To the extent permitted by applicable law, any arbitration demand must be filed within the same time limit that would apply if the Dispute were filed in court under the applicable statute of limitations; this clause does not shorten any non-waivable statutory limitations period.

15.13. Opt-Out Right. Customer may opt out of this Arbitration Agreement by sending written notice to legal@raindelay.app within thirty (30) days after first accepting this Agreement. The notice must include Customer's name, account identifier, and a clear statement that Customer opts out of arbitration. Opting out will not affect any other terms of this Agreement or Customer's use of the Service. If Customer does not opt out within the thirty (30) day period, Customer will be deemed to have agreed to this Arbitration Agreement.

15.14. Venue for Non-Arbitrable Claims. For any claims that are not subject to arbitration under this Section 15, the parties agree that any legal action or proceeding shall be brought exclusively in the state or federal courts located in the State of Wyoming, and each party hereby consents to the personal jurisdiction and venue of such courts.

16. Miscellaneous

16.1. Independent Contractors. The relationship of the parties under this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has any authority to bind the other party in any respect.

16.2. Entire Agreement. This Agreement, together with all Order Forms and any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, communications, proposals, or agreements, whether oral or written, relating thereto. No additional or conflicting term in any purchase order, invoice, acknowledgment, or other non-Order Form document is binding unless expressly agreed in a writing signed by both parties.

16.3. Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed (including electronically) by an authorized representative of each party, or is agreed through an online process expressly referencing such modification and accepted by Customer.

16.4. Assignment. Customer may not assign, delegate, or otherwise transfer this Agreement, any Order Form, or any of its rights or obligations hereunder, whether by operation of law or otherwise, without RainDelay's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (together with all Order Forms) without consent to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or voting securities, provided that the assignee is not a direct competitor of the non-assigning party and assumes all of the assigning party's obligations under this Agreement. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

16.5. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, natural disasters, severe weather, storms, floods, fires, earthquakes, pandemics, terrorism, war, civil unrest, labor disputes, failures of telecommunications or internet service providers, or government actions. The affected party shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable.

16.6. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email to the address specified in the applicable Order Form (or such other email address as a party may designate by notice); (c) one (1) business day after being sent by reputable overnight courier; or (d) three (3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid. Notices to RainDelay shall be sent to legal@raindelay.app or the address specified in the applicable Order Form. Notices to Customer shall be sent to the address or email specified in the applicable Order Form or within Customer's account settings.

16.7. Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by an authorized representative of the waiving party.

16.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified so as to effect the original intent of the parties as closely as possible, and the remaining provisions of this Agreement shall remain in full force and effect.

16.9. Order of Precedence. In the event of any conflict between the terms of this Agreement and the terms of any Order Form, the terms of the Order Form shall control solely with respect to the subject matter expressly addressed therein, and only to the extent of such conflict.

16.10. No Third-Party Beneficiaries. Except as expressly provided in Section 13 with respect to indemnified parties, this Agreement is for the sole benefit of the parties and their permitted successors and assigns, and nothing herein is intended to or shall confer any rights or remedies on any third party.

16.11. Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.

16.12. Counterparts; Electronic Signatures. This Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, scanned image, or other electronic means shall be deemed effective for all purposes.

16.13. Audit Rights (Usage Verification). During the Term and for one (1) year thereafter, RainDelay may, upon reasonable prior notice and no more than once in any twelve (12) month period (unless a prior audit reveals a material discrepancy), audit Customer's use of the Service to verify compliance with this Agreement and any usage limitations set forth in an Order Form. Any such audit shall be conducted during normal business hours in a manner that does not unreasonably interfere with Customer's business operations. If any audit reveals that Customer has exceeded any usage limits or otherwise underpaid fees, Customer shall promptly pay the additional fees due, together with interest as provided in Section 8.4, and, if such underpayment exceeds five percent (5%) of the fees payable for the audited period, Customer shall also reimburse RainDelay for the reasonable costs of the audit.

16.14. Publicity. With Customer's prior written consent (which may be provided by email), RainDelay may identify Customer as a customer of RainDelay and use Customer's name and logo in its customer lists, marketing materials, and presentations, in accordance with any brand guidelines reasonably provided by Customer.

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