These Terms of Service ("Terms") form a binding agreement between Rain Technologies Inc. ("Pluvo," "we," "us," or "our"), a corporation with offices at 203-421 Richmond Road, Ottawa, ON, Canada, and the entity identified in an Order Form or that otherwise accesses the Service ("Customer," "you," or "your").
By executing an Order Form, accessing the Service, or clicking "I agree" (or similar), you represent that (a) you have authority to bind the Customer to these Terms, and (b) the Customer agrees to these Terms. If you do not have such authority or do not agree, you may not use the Service.
The Service is intended for use by businesses and is not offered to individual consumers.
1. Definitions
"Affiliate" means an entity that controls, is controlled by, or is under common control with a party.
"Authorized User" means an employee or contractor of Customer or its Affiliates who is authorized by Customer to use the Service.
"Customer Data" means data, content, files, prompts, financial information, and other information that Customer or its Authorized Users submit to or generate through the Service.
"Documentation" means the user guides, technical specifications, and other documentation made available by Pluvo at pluvo.io or otherwise.
"Order Form" means a written or electronic ordering document executed by the parties that references these Terms.
"Output" means content, analyses, models, forecasts, or other materials generated by the Service in response to Customer Data or prompts.
"Service" means Pluvo's AI-native financial planning and analysis platform made available at pluvo.io, including any related applications, APIs, and services.
"Subscription Term" means the subscription period specified in an Order Form.
"Third-Party Services" means non-Pluvo products, services, or integrations that Customer connects to or uses with the Service.
2. The Service
2.1 Provision. Subject to these Terms and the applicable Order Form, Pluvo grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer's internal business purposes.
2.2 Authorized Users. Customer is responsible for all activity under its account and for ensuring its Authorized Users comply with these Terms. Customer will keep account credentials confidential and notify Pluvo promptly of any unauthorized access.
2.3 Affiliates. Customer may permit its Affiliates to use the Service as Authorized Users, provided Customer remains responsible for their compliance with these Terms.
3. Order Forms
These Terms apply to all Order Forms between the parties. In the event of a conflict between these Terms and an Order Form, the Order Form controls for that engagement, except that no Order Form may modify Sections 13 (Indemnification), 14 (Limitation of Liability), or 16 (Governing Law) unless the Order Form expressly references the section being modified.
4. Customer Data
4.1 Ownership. As between the parties, Customer retains all right, title, and interest in Customer Data and Output. Customer grants Pluvo a limited, non-exclusive, worldwide license to use, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and support the Service for Customer.
4.2 No Training on Customer Data. Pluvo will not use Customer Data or Output to train, fine-tune, or otherwise improve any artificial intelligence or machine learning model, including foundation models, for Pluvo's own benefit or for the benefit of any other customer.
4.3 Subprocessors. Pluvo may use third-party service providers, including AI model providers and cloud infrastructure providers, to deliver the Service. Pluvo will ensure that such subprocessors are bound by contractual obligations consistent with these Terms regarding Customer Data, including the restriction in Section 4.2.
4.4 Aggregated and De-identified Data. Pluvo may generate aggregated and de-identified data that does not identify Customer, any Authorized User, or any individual, and may use such data for any lawful business purpose, including analytics, benchmarking, security, and product improvement.
4.5 Security. Pluvo maintains administrative, technical, and physical safeguards designed to protect Customer Data, as described in Pluvo's security documentation made available to Customer on request. Pluvo may update its security practices from time to time, provided it does not materially diminish the protections in place during a Subscription Term.
4.6 Data Processing. To the extent Pluvo processes personal information on Customer's behalf, the parties' Data Processing Addendum ("DPA"), if executed, governs that processing and is incorporated by reference.
5. AI Services and Outputs
5.1 Nature of Outputs. The Service uses artificial intelligence to generate Outputs based on Customer Data, prompts, and connected data sources. AI-generated Outputs are probabilistic, may be inaccurate, incomplete, biased, or otherwise inappropriate for Customer's specific circumstances, and may vary between sessions even for similar inputs.
5.2 Customer Responsibility. Customer is solely responsible for:
(a) reviewing and verifying Outputs before relying on them; (b) any financial, accounting, business, operational, or other decisions made in reliance on Outputs; (c) ensuring Outputs are appropriate and accurate for Customer's use case, including compliance with applicable accounting standards (such as IFRS or GAAP), tax regulations, audit requirements, and internal controls; and (d) maintaining appropriate human oversight and review processes for Outputs used in material decisions.
5.3 No Professional Advice. The Service does not provide accounting, tax, legal, investment, audit, or other professional advice. Customer should consult qualified professionals before making decisions based on Outputs.
6. Acceptable Use
Customer will not, and will not permit any Authorized User or other party to:
(a) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying algorithms of the Service, except to the extent expressly permitted by applicable law; (b) use the Service to build, train, or improve a competing product or service; (c) circumvent or attempt to circumvent any access controls, rate limits, security, or usage restrictions of the Service; (d) upload, transmit, or introduce any malicious code, viruses, worms, or other harmful content; (e) use the Service in violation of applicable law or in a manner that infringes the rights of any third party; (f) submit, as Customer Data, any information not contemplated under the applicable Order Form or DPA, including protected health information, payment card data, government-issued identifiers, biometric data, or other categories of highly sensitive data; (g) share access credentials, sublicense access to the Service, or permit unauthorized parties to use the Service; (h) use the Service in any way that could damage, disable, overburden, or impair its operation or interfere with other customers' use of the Service; or (i) remove, alter, or obscure any proprietary notices in the Service or Documentation.
7. Third-Party Services
The Service may interoperate with Third-Party Services that Customer chooses to connect (for example, accounting systems, ERPs, data warehouses, or identity providers). Customer is responsible for obtaining and maintaining all necessary rights, consents, and authorizations to enable such integrations. Pluvo is not responsible for Third-Party Services, their availability, or their handling of data, and disclaims all liability arising from their use. Customer's relationship with Third-Party Service providers is governed by Customer's agreements with those providers.
8. Fees and Payment
8.1 Fees. Customer will pay the fees specified in the applicable Order Form. Unless otherwise stated, fees are payable net 30 days from the invoice date, in the currency stated on the Order Form, and exclude taxes.
8.2 Taxes. Customer is responsible for all applicable taxes, duties, and assessments, other than taxes based on Pluvo's net income.
8.3 Late Payment. Overdue undisputed amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Pluvo may suspend the Service for non-payment of undisputed amounts after providing at least 15 days' written notice.
8.4 Disputes. Customer must dispute an invoice in good faith and in writing within 30 days of the invoice date. Undisputed amounts remain payable.
8.5 No Refunds. Except as expressly stated in these Terms or an Order Form, fees are non-refundable.
9. Term and Termination
9.1 Term of Agreement. These Terms commence on the earlier of the date Customer first accesses the Service or the effective date of the first Order Form, and continue until all Order Forms have expired or been terminated.
9.2 Subscription Term. Each Order Form has the Subscription Term stated in it. Unless otherwise specified in the Order Form, Subscription Terms automatically renew for successive periods equal to the then-current term, unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.
9.3 Termination for Cause. Either party may terminate these Terms or an Order Form for the other party's material breach if the breaching party fails to cure the breach within 30 days of receiving written notice describing it.
9.4 Termination for Insolvency. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy or similar proceedings that are not dismissed within 60 days.
9.5 Effect of Termination. Upon termination or expiration:
(a) Customer's right to access the Service ends; (b) Customer may export Customer Data using available export functionality for up to 30 days after termination, after which Pluvo may delete Customer Data in accordance with its data retention practices and applicable law; and (c) any fees accrued through the effective date of termination remain payable.
9.6 Survival. Sections 1 (Definitions), 4.1 (Ownership), 8 (Fees, for amounts accrued), 10 (Confidentiality), 11 (Intellectual Property), 12 (Disclaimers), 13 (Indemnification), 14 (Limitation of Liability), 16 (Governing Law), and 17 (General) survive termination.
10. Confidentiality
10.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is marked or reasonably understood to be confidential, including the terms and pricing of any Order Form. Customer Data is Customer's Confidential Information.
10.2 Obligations. The Receiving Party will:
(a) use Confidential Information only to perform under these Terms; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information of similar sensitivity, and in no event less than reasonable care; and (c) limit access to Confidential Information to personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than those in this Section.
10.3 Exceptions. Confidential Information does not include information that:
(a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully received from a third party without restriction.
10.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that, where legally permitted, it gives the Disclosing Party prompt notice so the Disclosing Party may seek a protective order.
11. Intellectual Property
11.1 Pluvo IP. Pluvo retains all right, title, and interest in and to the Service, the Documentation, the underlying software and models, and all related intellectual property rights. No rights are granted to Customer by implication, estoppel, or otherwise except as expressly set out in these Terms.
11.2 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Service, Pluvo may use such feedback without restriction or obligation.
12. Warranties and Disclaimers
12.1 Mutual Warranties. Each party represents and warrants that it has the legal authority to enter into these Terms.
12.2 Service Warranty. Pluvo warrants that, during a paid Subscription Term, the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy, and Pluvo's entire liability, for breach of this warranty is, at Pluvo's option: (a) correcting the deficiency; or (b) terminating the affected Order Form and refunding any pre-paid fees for the unused portion of the Subscription Term.
12.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 12, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PLUVO DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PLUVO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR CUSTOMER'S PURPOSES.
13. Indemnification
13.1 By Pluvo. Pluvo will defend Customer against any third-party claim alleging that the Service, as provided by Pluvo and used in accordance with these Terms, infringes such third party's intellectual property rights, and will pay damages finally awarded by a court of competent jurisdiction or agreed in settlement. Pluvo has no obligation for claims arising from: (a) Customer Data; (b) modifications to the Service not made by Pluvo; (c) combination of the Service with non-Pluvo products or services; (d) use of the Service in violation of these Terms or the Documentation; or (e) use of an allegedly infringing version of the Service after Pluvo has provided a non-infringing alternative.
13.2 By Customer. Customer will defend Pluvo against any third-party claim arising from: (a) Customer Data, including claims that Customer Data infringes third-party rights or violates law; (b) Customer's breach of Section 6 (Acceptable Use); or (c) Customer's use of the Service in violation of applicable law.
13.3 Process. The indemnified party will: (a) give the indemnifying party prompt written notice of the claim; (b) allow the indemnifying party to control the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim that imposes any non-monetary liability or admission on the indemnified party without the indemnified party's prior written consent.
13.4 Sole Remedy. This Section 13 states each party's sole and exclusive remedy and entire liability with respect to third-party intellectual property infringement claims.
14. Limitation of Liability
14.1 Cap. EXCEPT AS PROVIDED IN SECTION 14.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
14.2 Exclusion of Damages. EXCEPT AS PROVIDED IN SECTION 14.3, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOST BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.
14.3 Carve-Outs. The limitations in Sections 14.1 and 14.2 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 13; (c) a party's breach of its confidentiality obligations under Section 10 (other than relating to Customer Data, which remains subject to the cap in Section 14.1); or (d) liability that cannot be excluded or limited under applicable law.
14.4 Allocation of Risk. The parties agree that the limitations in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between them.
15. Modifications
15.1 Modifications to the Service. Pluvo may modify, enhance, or discontinue features of the Service from time to time, provided that Pluvo will not materially diminish the core functionality of the Service during an active Subscription Term.
15.2 Modifications to These Terms. Pluvo may update these Terms by posting an updated version at pluvo.io. Material changes will apply to existing Order Forms only upon renewal, unless required by law or expressly agreed by Customer.
16. Governing Law and Disputes
16.1 Governing Law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Jurisdiction. The parties consent to the exclusive jurisdiction of the courts located in Ottawa, Ontario for any dispute arising out of or related to these Terms, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.
17. General
17.1 Notices. Notices to Pluvo must be sent to:
Rain Technologies Inc. 203-421 Richmond Road Ottawa, ON, Canada Email: legal@pluvo.io
Notices to Customer will be sent to the address or email on the most recent Order Form. Notices are effective on receipt.
17.2 Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
17.3 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or utility failures, third-party service provider outages, or governmental action.
17.4 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.
17.5 No Third-Party Beneficiaries. These Terms do not confer any rights or remedies on any person other than the parties.
17.6 Entire Agreement. These Terms, together with any applicable Order Forms, the DPA (if executed), and the Documentation referenced herein, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, proposals, and communications on the subject. Customer's purchase orders or similar documents have no effect, even if accepted by Pluvo.
17.7 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.
17.8 Waiver. A party's failure to enforce a provision is not a waiver of its right to enforce that provision later.
17.9 Counterparts; Electronic Signatures. Order Forms may be executed in counterparts and via electronic signature, each of which is deemed an original.
17.10 Export and Sanctions. Customer will comply with all applicable export control and economic sanctions laws and will not use the Service from, or provide access to, any country, person, or entity subject to applicable sanctions.
18. Contact
Questions about these Terms can be directed to:
Rain Technologies Inc. 203-421 Richmond Road Ottawa, ON, Canada legal@pluvo.io