Terms and Conditions

SUBMITTING AN ORDER

1. By submitting an order for purchase of a Product using the Website’s functionality (Order) you represent and warrant that:
   1. you have the legal capacity and are of sufficient age to enter into a binding contract with us; and
   2. you are authorised to use the debit or credit card you provide with your Order.
2. Submitting an Order constitutes your intention and offer to enter into Part A of these terms (including Part C which you agreed to by using this Website) where we will provide you with the Products you have ordered in exchange for your payment of the total amount listed upon checkout.
3. Part A of these terms is not agreed between you and us until we have approved your payment and you receive an email from us confirming that your order is being processed.

Accounts

1. To use some functionality of the Website (including to submit an Order) you may be required to sign-up, register and receive an account through the Website (an Account).
2. As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by us from time to time.
3. You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
4. Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
5. We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with these terms.

PRODUCTS

PRODUCT QUALITY
1. We will endeavour to ensure that the Products provided will be substantially the same as the Products displayed on our Website, or as otherwise agreed with you in writing prior to you placing your Order. Please note that due to screen display, colour and brightness, and image quality, Products may not exactly match the image on our Website.
PRODUCT LICENCE
2. Once your Order for a Product is confirmed in accordance with clause 1, a licence to you for the relevant Product will begin, in accordance with the licence terms set out in the Product Licence.

PAYMENT

1. All prices are:
   1. per unit (except where indicated);
   2. in Australian Dollars; and
   3. subject to change prior to you completing an Order without notice.
2. (Payment obligations) Unless otherwise agreed in writing, you must pay the fee set out in your Order for all Products at the time of placing an Order (Fees).
3. (GST) Unless otherwise indicated, amounts stated on the Website do not include GST. In relation to any GST payable for a taxable supply by Rain Foundry, you must pay the GST subject to Rain Foundry providing a tax invoice.
4. (Card surcharges) Rain Foundry reserves the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
5. (Online payment partner) We may use third-party payment providers (Payment Providers) to collect payments for Products. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
6. (Pricing errors) In the event that we discover an error or inaccuracy in the price at which your order was purchased (including shipping prices), we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your order at the correct price, or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.

CHANGES TO YOUR ORDER

1. CANCELLATION BY US

   We reserve the right to cancel your Order for any reason, and will notify you of this as soon as possible. Where payment has already been debited, the full amount will be credited back to your original method of payment.

2. CANCELLATION BY YOU

   You may cancel your Order up to the time that we confirm your Order in writing to you. Once we confirm your Order, your Order is binding and cannot be changed by you. However, our refunds and exchanges process in clause 5.3 may apply.

3. REFUNDS AND EXCHANGES

   1. We do not offer change of mind refunds.
   2. We will provide a full refund of the price paid for a Product if we determine that:
      1. a Product you have ordered was not received by you solely due to failure by us;
      2. a Product provided to you was not substantially the same as the Product you ordered as displayed on our Website (subject to reasonable variation as a result of screen display, colour and brightness, and image quality); or
      3. a Product is faulty or contains a major error, in accordance with clause 5.3(c)).
   3. (Faulty products) The following process applies to any Product you believe to be faulty, or to contain a major error, and these cannot be reasonably rectified by you, or by us via a patch update.
      1. If you believe your Product is faulty, please contact us using the details provided on our Website with a full description of the fault.
      2. If we determine that your Product may be faulty, we may request more details and arrange for an inspection, which may include you providing Rain Foundry with login and other access details, in order for Rain Foundry to access your system or your website, in order to inspect the fault or error. We reserve the right to further inspection before deeming a Product faulty.
      3. If we determine in our reasonable opinion that the Product is not faulty, or is faulty due to misuse, due to your computer system, hosting platform or website, or otherwise due to an error not caused by Rain Foundry, failure to use in accordance with the Product instructions or its relevant licence, or failure to take reasonable care, we will refuse your refund.
      4. If we determine that the Product is faulty or contains a major error, you will be credited the full amount paid and you may request a refund, exchange or store credit. All refunds will be credited back to your original method of payment unless you request otherwise and we approve this request.
      5. If you fail to comply with the provisions of this clause 5 in respect of a faulty Product, we may, in our absolute discretion, issue only a partial refund or no refund in respect of the faulty Product.
      6. Nothing in this clause 5 is intended to limit or otherwise affect the operation of any of your rights which cannot be excluded under applicable law.

INTELLECTUAL PROPERTY

1. Rain Foundry retains all Intellectual Property Rights in the design of the Products, including all copyright rights in the style and design of the Licensed Fonts, or those rights are owned by a third party. You must not attempt to copy, reproduce, manufacture or otherwise commercialise the Products, other than in accordance with the Product Licence.
2. In these terms, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.

THIRD PARTY SUPPLIERS

1. We may do any of the following:
   1. outsource any part of performing any services related to providing the Products, including delivery of your Products; or
   2. procure materials and Products from third party suppliers,
   without further notice to or permission from you.
2. To the maximum extent permitted under applicable law, we will not be liable for any acts or omissions of those third parties, including where such third parties cause delay or damage to any part of your Order, or are negligent in providing services or goods.

ACCESS AND USE OF THE WEBSITE

You must only use the Website in accordance with these terms and any applicable laws, and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with these terms and any applicable laws.

YOUR OBLIGATIONS

You must not:

1. copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express consent of Rain Foundry;
2. use the Website for any purpose other than the purposes of browsing, selecting or purchasing Products;
3. use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
4. use, or attempt to use, the Website in a manner that may interfere with, disrupt or create undue burden on the Website or the servers or networks that host the Website;
5. use the Website with the assistance of any automated scripting tool or software;
6. act in a way that may diminish or adversely impact the reputation of Rain Foundry, including by linking to the Website on any other website; and
7. attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:
   1. gaining unauthorised access to Website accounts or data;
   2. scanning, probing or testing the Website for security vulnerabilities;
   3. overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or
   4. instigate or participate in a denial-of-service attack against the Website.

INFORMATION ON THE WEBSITE

1. While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:
   1. the Website will be free from errors or defects (or both, as the case may be);
   2. the Website will be accessible at all times;
   3. messages sent through the Website will be delivered promptly, or delivered at all;
   4. information you receive or supply through the Website will be secure or confidential; and
   5. any information provided through the Website is accurate or true.
2. We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content.

INTELLECTUAL PROPERTY

1. Rain Foundry retains ownership of the Website and all materials on the Website (including text, fonts, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
2. You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from Rain Foundry or as permitted by law.
3. In this clause, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.

THIRD PARTY TERMS AND CONDITIONS

1. You acknowledge and agree that third party terms & conditions (Third Party Terms) may apply.
2. You agree to any Third Party Terms applicable to any third party goods and services, and Rain Foundry will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

LINKS TO OTHER WEBSITES

1. The Website may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
2. Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.

THIRD PARTY PLATFORM

1. This Website may be powered by a third party platform and the terms and conditions of that third party may apply to your use of this Website to the extent applicable to you.
2. To the maximum extent permitted under applicable law and our agreement with our third party platform provider, we will not be liable for any acts or omissions of that third party, including in relation to any fault or error of the Website or any issues experienced in placing Orders.

SECURITY

Rain Foundry does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to risk of viruses, malicious computer code or other forms of interference.

REPORTING MISUSE

If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately.

LIABILITY

1. To the maximum extent permitted by applicable law, Rain Foundry limits all liability to any person (including to you, all Users, and their respective representatives) for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this Website, these terms or any Products or services provided by Rain Foundry, is limited to the greater of:
   1. the total Fees paid to Rain Foundry by you in the 6 months preceding the first event giving rise to the relevant liability; and
   2. $100 AUD.
2. All express or implied representations and warranties in relation to Products and the associated services performed by Rain Foundry are, to the maximum extent permitted by applicable law, excluded.
3. Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
4. (Indemnity) You indemnify Rain Foundry and its employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your or your representatives’:
   1. breach of any of these terms;
   2. use of the Website; or
   3. use of any goods or services provided by Rain Foundry (including Licensed Fonts).
5. (Consequential loss) To the maximum extent permitted by law, under no circumstances will Rain Foundry be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Website, these terms or any Products or services provided by Rain Foundry (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).

GENERAL

1. GOVERNING LAW AND JURISDICTION

   This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

2. AMENDMENTS

   This agreement may only be amended in accordance with a written agreement between the parties.

3. WAIVER

   No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

4. SEVERANCE

   Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

5. JOINT AND SEVERAL LIABILITY

   An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

6. ASSIGNMENT

   A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.

7. COSTS

   Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

8. ENTIRE AGREEMENT

   This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

9. INTERPRETATION

   1. (singular and plural) words in the singular includes the plural (and vice versa);
   2. (currency) a reference to $, or “dollar”, is to Australian currency;
   3. (gender) words indicating a gender includes the corresponding words of any other gender;
   4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
   5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
   6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
   7. (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
   8. (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
   9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
   10. (includes) the word “includes” and similar words in any form is not a word of limitation; and
   11. (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.

Notices

1. A notice or other communication to a party under this agreement must be:
   1. in writing and in English; and
   2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
   1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
   2. when replied to by the other party,
   whichever is earlier.