Online Agreement for Lead Retrieval Services

This Agreement is entered into between RainFocus, LLC (“RainFocus”) and the party making the Order (“Exhibitor”). RainFocus and Exhibitor may be referred to in this Agreement collectively as “Parties”.

RainFocus and Exhibitor agree as follows:

1.  Definitions.
   
   • “Attendee” means an individual who has been issued an identification badge identifying him or her as an Event attendee.
   • “Attendee Information” means information about individual Attendees that has been authorized for release to Exhibitors by the Event organizer.
   • “Equipment” means the lead retrieval equipment specified in the Order.
   • “App” means RainFocus’ Lead Retrieval application download.
   • “Event” means the event for which Lead Retrieval Services are being ordered.
   • “Lead Questions” means a feature permitting the Exhibitor to configure lead questions for use with Equipment and download lead data obtained through those questions.
   • “Lead Reconciliation” means a feature permitting the Exhibitor to scan leads using third party lead retrieval equipment and to use the scanned data to obtain Attendee Information from RainFocus.
   • “Lead Retrieval Services” means the provision of Equipment, Lead Questions and/or Lead Reconciliation.
   • “Order” means an online order for Lead Retrieval Services initiated on the Event web portal.
     
     
2. Equipment.
   1. As requested in the Order, RainFocus will provide the Equipment for Exhibitor’s use for the duration of the Event. RainFocus will make the Equipment available to Exhibitor in good working condition and Exhibitor will return the Equipment to RainFocus in the same condition. If the Equipment does not function properly during the Event, RainFocus will make reasonable efforts to fix or replace it with equivalent Equipment.
   2. Exhibitor shall return all Equipment to the RainFocus service desk within two hours of the Event exhibition floor closing. Failure to do so will result in an additional charge to Exhibitor of USD $500.
   3. Exhibitor shall be responsible for loss of or damage to Equipment, including any Equipment left in the Event exhibit area. Exhibitor shall pay RainFocus the applicable replacement costs indicated below for each item of equipment that is damaged or is not returned to RainFocus’s head office (1633 W. Innovation Way, Suite 100, Lehi, Utah 84043, U.S.A.) within 5 business days following the event exhibition floor closing.
      
      1. USD $1,500.00 per lead retrieval device
      2. USD $25 per charger unit (charger plus cord)
   4. RainFocus will invoice Exhibitor for the additional charges described in paragraphs b and c above. Exhibitor authorizes RainFocus to charge said amounts to Exhibitor’s credit card on file, if any.
      
      
3. Lead Questions.
   
   1. As requested in the Order, RainFocus will give Exhibitor access to Lead Questions, along with instructions and reasonable assistance for using this feature.
   2. Exhibitor acknowledges that it is solely responsible for the formulation of sales lead questions, and RainFocus shall have no responsibility or liability in this regard.
      
      
4. Bring Your Own Device - App Download.
   
   1. As requested in the Order, RainFocus will provide Exhibitor with instructions on how to download and configure the App for the event.
   2. Exhibitor acknowledges that access to the app configuration for the event will only be available until the date specified by the Event Owner.
      
      
5. Lead Reconciliation.
   
   1. As requested in the Order, RainFocus will give Exhibitor access to Lead Reconciliation. Upon receiving Attendee badge scan information from Exhibitor, RainFocus will provide Exhibitor with Attendee Information. The time frame for response will be 24 hours for daily reconciliation, and 48 hours for post-event reconciliation.
   2. The Lead Questions feature is unavailable for Exhibitors using Lead Reconciliation.
   3. Exhibitor acknowledges that RainFocus shall have no responsibility or liability for the functioning of third party lead retrieval equipment, or for the validity of Attendee badge scan information.
      
      
6. Payment.
   In consideration for receiving the Lead Retrieval Services, Exhibitor agrees to pay the fees specified in the Order.
   
   
7. Warranty Disclaimers.
   Except as expressly set forth herein, the Equipment is provided “as is” and RainFocus has not made, and does not make any warranties, whether express, implied or statutory, regarding or relating to the Lead Retrieval Services or any materials or documentation furnished or provided to the Exhibitor under this agreement, including any warranty that the Equipment or any software will function error-free or that Exhibitor’s use will be uninterrupted. RainFocus disclaims these and all other implied warranties, including merchantability, non-infringement, and fitness for a particular purpose.
   
   
8. Limitation of Damages.
   RainFocus’s liability for damages under this agreement shall be limited to a refund of the fees paid in respect of specific non-functioning Lead Retrieval Services.
   
   
9. No Consequential Damages.
   In no event shall RainFocus be liable to Exhibitor or to any third party, whether in contract, tort (including negligence), warranty or otherwise, for any indirect, incidental, special, consequential, exemplary or punitive damages (including, without limitation, loss of profits, loss of sales, loss due to business interruption or Exhibitor’s inability to use the Lead Retrieval Services, and/or loss of data) arising out of or relating to the Agreement, even if Exhibitor has been advised of the possibility of such damages.
   
   
10. Governing Law; Exclusive Jurisdiction.
    This Agreement shall be construed according to the substantive and procedural laws of the state of Utah, USA, without application of conflict of law principles. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in Utah County, Utah. The Parties agree to submit to the jurisdiction of, and agree that the venue is proper in, the aforesaid courts in any such legal action or proceeding.
    
    
11. Entire Agreement; Amendments; Waiver.
    This Agreement and the Order constitute the entire understanding of the Parties with respect to the Lead Retrieval Services, and shall not be amended or modified except by written agreement of the Parties. This Agreement supersedes all previous agreements and understandings between the Parties regarding the subject matter hereof, whether written or oral.
    
    
12. Waiver.
    No failure of either Party to exercise any right granted hereunder to insist upon strict compliance with any obligation hereunder shall constitute a waiver of the rights of such Party to demand full and exact compliance with the terms of this Agreement. No waiver of any provision or right hereunder will be valid unless it is in writing and signed by the Party giving it.