Terms of Use

The information provided on the Rain Therapeutics Inc. Website (the “Website”) is for general informational and educational use only and is subject to the following terms and conditions of use (these “Terms of Use”) (including the Privacy Policy of the Website) and all applicable laws.  By accessing and using this Website, you acknowledge and accept, without limitation or qualification, this Terms of Use Agreement (“Agreement”) and our Privacy Policy.  If you do not wish to be bound by this Agreement, you may not access or use any materials on this Website.  Rain Therapeutics Inc. (“Rain,” “we,” “our,” or “us”) reserves the right to amend or modify these Terms of Use in our sole discretion or to impose new conditions at any time, with or without notice. Any such changes or additions shall be effective immediately when we post them.  YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO REVIEW THE WEBSITE AND THIS AGREEMENT PERIODICALLY AND TO BE AWARE OF ANY CHANGES, REVISIONS, OR MODIFICATIONS. WE WILL TRY TO GIVE YOU NOTICE WHEN WE MAKE A MATERIAL CHANGE TO THE WEBSITE OR CONTENT THAT WOULD ADVERSELY AFFECT YOU, BUT THIS MAY NOT ALWAYS BE PRACTICAL, AND WE MAKE NO GUARANTEE THAT SUCH NOTICE WILL BE PROVIDED.  YOUR CONTINUED USAGE OF THE WEBSITE WILL MEAN YOU ACCEPT THOSE CHANGES. Your continued use of the Website following the posting of changes to these Terms of Use (including the Privacy Policy) will mean you accept those changes. To the extent that there is inconsistency between these Terms of Use and the Privacy Policy, these Terms of Use shall govern.  If you do not agree to these Terms of Use, please do not use the Website.

  1. Scope of Use. Rain maintains this Website for your personal information and education. The information, documents and related graphics are available for your personal use, provided that the materials are not modified in any way and all copyright and other proprietary notices contained on the provided materials are maintained.  This Website and all its contents are intended to comply with United States laws that it may be subject to and Rain makes no representation that the information is appropriate for use in locations outside of the United States.  Other countries may have laws and regulatory requirements that differ from those in the United States.  Those who access this Website from other locations do so on their own initiative and are responsible to comply with applicable local laws and regulations.  Any offer, product, or service available through this Website is void where prohibited.
  2. Intellectual Property. The Website is owned and operated by Rain.  The content and materials contained within the Website (including, without limitation, video, audio, photos, text, images, graphics, data, logos and all copyrights and intellectual property related to the Website (the “Content”) are either owned by, or licensed to, Rain unless otherwise indicated as owned by a third party.  The Content displayed on this Website is subject to intellectual property laws.  The Content from the Website may not be reproduced, republished, uploaded, posted, transmitted, reproduced, distributed, copied, modified, publicly performed, publicly displayed or otherwise used in any manner, except as expressly provided in these Terms of Use, without the prior express written consent of Rain. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, trademark, or copyright owned by Rain or any third party. Except as expressly provided herein, no use of any Rain intellectual property may be made without prior express written consent of Rain. Any use of the Rain trademarks and/or trademarks displayed on the Website, or any other Content on the Website, except as provided in these Terms of Use, is strictly prohibited.  Any unauthorized use of the images or Content is a breach of the Terms of Use and may violate copyright laws, trademark laws, the laws of privacy and publicity, and communication regulations and statutes.

In addition, Rain neither warrants nor represents that the use of images or materials from this Website will not infringe the rights of third parties not owned by, or affiliated with, Rain.

You may not decompose, modify, decompile, translate, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Website. You may not use any data mining, robots, scraping, similar data gathering or extraction methods, or collect, manually or through an automatic process, information about other users (including, but not limited to, e-mail addresses, medical information, or any form of other contact information, or any other information) without their express consent.

  1. Non-Confidential Information, Communications, and Submissions. Any oral, written or electronic response or communication established with Rain by any user of this Website shall be deemed non-confidential. Rain shall not have any obligations of any kind with respect to such information and shall be free to use any ideas, concepts, know-how or techniques contained in such communication without restriction for any purpose whatsoever.

By transmitting any message to Rain and/or submitting creative ideas, concepts, know-how, techniques, suggestions, content or materials (including, without limitation, video, audio, photos, text, data, images and graphics) (each, a “Submission” and, collectively, “Submissions”), you are granting Rain a perpetual, royalty-free, non-exclusive, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform and display each such Submission, in whole or in part, in any form, media or technology known or hereafter developed for any purpose, including, without limitation, advertising and promotional purposes (collectively, “Rights”). This means that anything submitted by you on or to the Website may be used by Rain for any purpose, now or in the future, without any payment or other obligation to you. All Submissions whether solicited or unsolicited, shall become and remain the exclusive property of Rain. You agree that Rain shall have the right, but not the obligation, to use your name, likeness and/or biographical information in connection with the broadcast, print, online or other use or publication of your Submission without seeking or receiving your further consent.  If you provide contact information, you also agree that Rain may communicate with you using the contact information that you have provided.  Rain is not responsible for communications we attempt to make that you do not receive because the contact information we have on file is incorrect or is no longer being used by you. 

By entering the Website, you expressly agree to not make any Submission in connection with the Website, or use the Website in any manner, that: (i) imposes an unreasonable or disproportionately large load on the Website’s infrastructure, or otherwise restricts or inhibits any other user from using and enjoying the Website; (ii) is unlawful, discriminatory, threatening, abusive, harassing, bigoted, hateful, libelous, defamatory, obscene, vulgar, offensive, harmful to minors, pornographic, profane, sexually explicit or indecent; (iii) constitutes, advocates or encourages conduct that would constitute or give rise to a criminal offense, civil liability or other violation of any local, state, national or international law; (iv) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contains any virus, Trojan horse, worm, time bomb, cancelbot, robot, spider or other similar harmful or deleterious programming routine; (vi) contains any information, software or other material of a commercial nature; (vii) contains advertising, promotions or commercial solicitations of any kind; (viii) constitutes or contains false or misleading indications of origin or statements of fact; (ix) removes any proprietary notices or labels; (x) creates a false identity for the purpose of misleading others; (xi) attempts to disable, bypass, modify, defeat or otherwise circumvent any security tools used on the Website; (xii) contains material irrelevant to the subject matter of the communication; (xiii) attempts to gain unauthorized access to another network or server; (xiv) will run Maillist, Listserv, any form of auto-responder or “spam” on the Website and/or Content, or any processes that run or are activated while you are not logged into the Website, or that otherwise interfere with the proper working of the Website and/or Content (including by placing an unreasonable load on the Website’s infrastructure); (xv) assists any third party in engaging in any activity set out in this list above or otherwise prohibited by this Terms of Use; and/or (xvi) enters into any agreement or perform any act which might contravene the purposes and/or effects of this Terms of Use.

You represent and warrant that you own or otherwise control all necessary rights in Submissions that you submit, that such Submissions are accurate, that use of the Submissions you submit will not violate or infringe the rights of any third party or violate these Terms of Use (including without limitation this Section 3), that the Submissions you submit will not cause injury to any person or entity; and that you will comply with all applicable laws, rules, and regulations in your use of the Content and the Site, including this Terms of Use. The sender of such information is fully responsible for its content, including, without limitation, its accuracy and truthfulness and its non-infringement of another party’s proprietary rights. 

Rain shall have the absolute right, but not the obligation, to review, edit, or delete any Submission that: (i) violates any term of these Terms of Use (including without limitation any term of this Section 3); and/or (ii) is otherwise illegal, offensive or inappropriate. The decision regarding whether a Submission is offensive or inappropriate shall be within the sole discretion of Rain. Depending on the nature of the violation, Rain shall have the sole discretion to terminate your access to the Website at any time. Please be advised that Rain will fully cooperate with any law enforcement authorities or court order requesting or directing Rain to disclose personal information of anyone who submits a Submission that violates the foregoing terms in accordance with the Privacy Policy of the Website. Although Rain may from time to time monitor or review Submissions submitted on or via the Website, Rain is under no obligation to do so and assumes no responsibility or liability that may result from the content of any Submission nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained therein. Display of any Submission, or any other use of any Submission, does not constitute approval or endorsement by Rain.

  1. Forward-Looking Statements. This Website may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the beliefs of Rain’s management as well as assumptions made by and information currently available to Rain’s management. Readers should not put undue reliance on these forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, including those described in Rain’s filings made under the 1934 Act, some of which cannot be predicted or quantified. Rain’s actual results may differ materially from the results projected in the forward-looking statements.
  2. Disclaimer of Warranties. While Rain uses reasonable efforts to include accurate and up-to-date information in this Website, we make no warranties or representations of any kind as to the accuracy, currency, reliability, timeliness, or completeness of the information provided, or that the Website will be uninterrupted or free of errors and/or viruses. Rain makes no representation that the materials contained on the Website are appropriate or authorized for use in all countries, states, provinces, counties, or any other jurisdictions. If you choose to access the Website, you do so on your own initiative and risk and are responsible for compliance with all applicable laws and regulations.  You specifically acknowledge that Rain is not liable for the defamatory, offensive, or illegal conduct of third parties in relation to the Website and that the risk of injury from the foregoing rests entirely with you.

We assume neither responsibility for any errors or omissions in the content of this Website nor any liability to update the information contained on this Website. To the fullest extent permitted by law, Rain provides this information “as is” and disclaims all warranties of any kind, both express and implied, including, but not limited to, merchantability, fitness for a particular purpose, or non-infringement. To the fullest extent permitted by law, Rain makes no warranties other than those made expressly in this Agreement.  Please note that some jurisdictions do not allow the exclusion of implied warranties, so the above disclaimer may not apply to you.

  1. Limitations of Liability. Use of this Website is at the user’s own risk. Neither Rain nor any other party involved in the creating, producing, or delivering the Website is liable for, without limitation, breach of contract, tort or negligence, or for any direct, incidental, consequential, indirect or punitive damages arising out of access to or use of this Website, failure of performance, errors, inaccuracies, omissions, defects, untimeliness, interruption, deletion, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, or unauthenticity of any content on the Website, functionality, reliability, sequencing, compatibility of the Website with the hardware or software you use, speed of delivery of the Website, inability to use the Website or any Content therein, and/or the information provided, regardless of whether Rain has been advised of the possibility of such damages.
  2. Third Party Websites and Links. This Website may contain references or links to other websites maintained by third parties not under Rain’s control. Such references or links are provided merely for convenience and Rain makes no representations or warranties of any kind with respect to any third party site. Rain is not responsible for the availability of these third-party websites, or their contents. Rain may not have reviewed any or all of the websites linked to the Website and is not responsible for the content of any off-site pages or any other websites linked to the Website. Your linking to the Website, off-site pages or other websites is at your own risk and without direction from Rain. By clicking on any such link, you acknowledge that the Website has no control over, and makes no representations of any kind with respect to, such other sites or any content contained within such other sites, and you hereby revoke any claim against Rain with respect to such other websites. The inclusion of the reference or link does not imply endorsement of the other website and Rain is not liable for any damages or injuries of any kind arising from such content or information. You should direct any concerns regarding any external link to its website administrator or webmaster.  You understand and agree that we have no control over third-party networks you may access in the course of your use of the Website and Content, and therefore, delays and disruption of other network transmissions are completely beyond our control.
  3. Links to the Website.  The following restrictions (“Linkage Restrictions”) apply to all links to the Website from any online, cable, wireless or other website, service, or browser:

Online, cable, wireless or other websites, services, or browsers created by, licensed by, or substantially associated with any entity that regularly promotes any product (e.g., apparel or computers), brand (e.g., Nike or Pepsi), or service (e.g., internet service providers or ticket sellers) (each, a “Commercial Site” and, collectively, “Commercial Websites”) may not link to the Website without the prior express written consent of Rain, even if the page/area where the link originates does not promote a product, brand, or service.

Websites, services, or browsers other than Commercial Websites (e.g., search engine sites, widely available internet browsers) (each, a “Permissible Site” and, collectively, “Permissible Websites”) may link to the Website without the prior express written consent of Rain if such link is: (i) a “word” (as opposed to a “logo”) link (e.g., “rainthera.com,” “The Official Site of Rain”); and (ii) spatially separated from, and not otherwise associated with, any sponsorship advertising, or other commercial text or graphics that may be on the page/area containing such word link.

The Rain logo, or any trademark of Rain, may not be used as or to link to the website without the prior express written consent of Rain.

No link to the Website may be “framed” by the Permissible Website where the link originated if such “frame” contains any sponsorship, advertising, or other commercial text or graphics.

All links to the Website from a Permissible Website must be to the Website’s home page — links to internal pages within the Website (e.g., a player page, a photo gallery or a feature article) are not permitted.

The posting or creation of any link to the Website signifies that you have read these Linkage Restrictions and agree to abide by their terms.

  1. Notice.  Rain may give notice to users of the Website by means of a general notice on the Website, electronic mail to a user’s e-mail address if on record, or by written communication sent by first class mail to a user’s address if on record. You may give notice to Rain (such notice shall be deemed given when received) by any of the following means:
    Electronic mail: Click here

Letter delivered by first class postage prepaid mail or courier to Rain at the following address:

Rain Therapeutics Inc.
8000 Jarvis Ave, Suite 204
Newark, California 94560

  1. Notice and Procedure for Making Claims of Copyright Infringement. Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”), Rain has designated to the United States Copyright Office an agent to receive notifications of claimed copyright infringement relating to the Site (the “Designated Agent”). All such notifications relating to the Website must be submitted in a manner consistent with the DMCA to the following Designated Agent:

Rain Therapeutics Inc.
8000 Jarvis Ave, Suite 204
Newark, California 94560

To be effective, the notification must be a written communication that includes the following: (1) a signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are claimed to have been infringed, a representative list of such works; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (4) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

  1. Indemnification.  You hereby agree to indemnify and hold Rain and each of its respective members, operators, directors, officers, employees, shareholders, agents, affiliates, and representatives harmless from all claims, liabilities, damages, and expenses (including attorneys’ fees and court costs) arising out of or relating to: (i) your use of the Website; (ii) any of the Submissions submitted by you ; (iii) any breach or alleged breach of these Terms of Use; (iv) your violation of any applicable law, statute, ordinance, regulation, or of any third party’s rights; and (v) claims asserted by third parties that, if proven, would place you in breach of representations, warranties, covenants, or other provisions in this Terms of Use.  Rain may, in its sole and absolute discretion, control the disposition of any claim (and the selection of counsel) at your sole cost and expense.  Without limiting the foregoing, you may not settle, compromise, or in any other manner dispose of any claim without the prior express written consent of Rain.
  2. Termination of Service. Rain may, in its sole discretion, change, suspend or discontinue any aspect of the Website at any time with or without notice, including the availability of any Website feature, database, or content. Rain may also cancel your registration password, or impose limits on certain features and services or restrict your access to parts of the Website, or the entire Website, with or without notice, and without liability, at any time, in Rain’s exclusive discretion, without prejudice to any legal or equitable remedies available to Rain, for any reason or purpose, including, but not limited to, conduct that Rain believes violates these Terms of Use or other policies or guidelines posted on the Website or conduct which Rain believes is harmful to other users, to Rain’s respective businesses, or to other information providers. Upon any termination of this Agreement, you must immediately discontinue your use of the Website and destroy all materials obtained from it.
  3. Arbitration.  PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH RAIN AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 13 SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

Any and all disputes, claims or controversies arising out of or relating to this Arbitration Agreement, the breach thereof, or any use of the Website (“Claims”), except for claims filed in a small claims court that proceed on an individual (non-class, non-representative) basis, shall be settled by binding arbitration in accordance with American Arbitration Association governing rules and procedures, including the Supplementary Procedures for Consumer-Related Disputes, where applicable. In agreeing to arbitrate all Claims, you and Rain waive all rights to a trial by jury in any action or proceeding involving any Claim. This arbitration undertaking is made pursuant to and in connection with a transaction involving interstate commerce, and shall be governed by and construed and interpreted in accordance with the Federal Arbitration Act (“FAA”) at 9 U.S.C. Section 1, et seq. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. The parties agree that an award and any judgment confirming it only applies to the arbitration in which it was awarded and cannot be used in any other case except to enforce the award itself. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement and shall survive termination of your relationship with Rain.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and Rain.  The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. Subject to the limitations set forth below in this Section, the arbitrator shall have authority to award legal and equitable relief on an individual basis that a judge in a court of law would have, provided that:

  • The arbitrator shall not have authority to award punitive damages unless authorized to do so by statute; and
  • Any and all claims shall be arbitrated on an individual basis only and shall not be consolidated or joined with or in any arbitration or other proceeding involving a Claim of any other party. You and Rain agree that the arbitrator shall have no authority to arbitrate any Claim as a class action or in any other form other than on an individual basis.

The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator’s decision is final and binding on you and Rain.

YOU AND RAIN AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Rain is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 14 (“Governing Law”). This provision does not prevent you or Rain from participating in a class-wide settlement of claims.

To the maximum extent permitted by law, you permanently and irrevocably waive the right to bring any Claim in any forum unless you provide Rain with written notice of the event or facts giving rise to the Claim within one (1) year of their occurrence, which should be provided in the manner outlined under Section 9 (“Notice”).

Notwithstanding any provision in this Agreement to the contrary, we agree that if Rain makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Rain.

  1. Governing Law. This Terms of Use Agreement and your use of this Website shall be governed by the laws of the United States and the State of California without regard to its conflicts of law provisions.  Any legal action or proceeding arising from or relating to your access or use of this Website shall be brought exclusively in a federal or state court of proper jurisdiction in the State of California.
  2. Miscellaneous.  These Terms of Use constitute the entire agreement between the parties and supersede all prior and contemporaneous written or oral agreements, proposals or communications with respect to the subject matter herein between you and Rain. Rain in its sole discretion may amend these Terms of Use, and your use of the Website after such amendment as posted on the Website will constitute acceptance of it by you. The section headings in these Terms of Use are for convenience only and must not be given any legal import. If any provision of these Terms of Use is held by a court of competent jurisdiction to be unlawful, void, invalid or unenforceable, the remaining provisions shall remain in full force and effect. 

We may assign these Terms of Use in whole or in part at any time without your consent. You may not assign, delegate, or transfer these Terms of Use or your rights or obligations hereunder, or your account, in any way (by operation of law or otherwise), without Rain’s prior express written consent. In the event that Rain is acquired by or merges with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from our users as part of such merger, acquisition, sale, or other change of control. In the unlikely event of our bankruptcy, insolvency, reorganization, receivership, or assignment for the benefit of creditors, or the application of laws, or equitably principles affecting creditors’ rights generally, we may not be able to control how your personal information is treated, transferred, or used.

Our failure or delay to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. Except as specified in these Terms of Use, Rain support staff or other Rain employees do not have the authority to amend any of these Terms of Use or to bind Rain to any legal or other obligation not already set forth in these Terms of Use.

  1. Force Majeure.  Rain will not be liable for failing to perform under this Agreement by the occurrence of any event beyond its reasonable control, including, without limitation, a labor disturbance, an internet outage or interruption of service, a communications outage, failure by a service provider to Rain to perform, fire, terrorism, natural disaster, pandemic, or war.
  2. Modifications. Rain reserves the right to revise these Terms of Use at any time without notice and such changes will be deemed effective upon posting.  Continued use of the Website following posting of an amended Terms of Use will indicate acceptance of such changes and therefore, this Agreement should periodically be reviewed.
  3. Acceptance of Terms of Use.  By using the Website, you affirm that you are either 18 years of age or older or possess legal parental or guardian consent, and are fully able and competent to enter into the these Terms of Use and Privacy Policy in their entirety. In any case, you affirm that you are at least 13 years of age, as the Website is not intended for children under 13.
  4. Contact Information.  If you have questions or comments about Rain’s Terms of Use, please contact Jamie Blose at jblose@rainthera.com.
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