Terms of Service

Latest Update October 11, 2026

These Terms of Service ("Terms") govern your access to and use of the RainCheck website and deal diligence services, including any reports, analyses and related deliverables (the "Services"). The Services are provided by RainCheck, LLC ("RainCheck," "we," or "us") to business clients. By submitting an order, placing an order at checkout, engaging us, or using the Services, you agree to these Terms on behalf of yourself and the business you represent ("you" or "Client"). If you do not agree, do not use the Services.

1. About RainCheck and the Services

RainCheck provides deal diligence services for cultural and alternative assets, including entertainment (Broadway, theater, film), art, collectibles and music catalogs. For each engagement, we review the deal materials you submit and deliver a written report that may include a deal summary, extracted deal terms, a plain-language explanation of deal terminology, risk flags, diligence findings and a scored assessment (each a "Report").

The Services are delivered as Reports. Unless we agree otherwise in writing (see Section 13), clients do not receive direct access to the RainCheck software platform.

RainCheck provides informational and analytical content only. See Section 6 for important limits on what our Reports are and are not.

2. Who May Use the Services

The Services are for businesses and professional investors, such as family offices, investment advisers, fund managers, syndicate leads and similar professional users. They are not offered to consumers.

By engaging us, you confirm that:

  • you are acting for a business or professional purpose
  • the person accepting these Terms is at least 18 and has authority to bind your business
  • your business is legally able to enter into a binding agreement

3. Engagements, Orders and Deal Submissions

An engagement begins when you submit our deal-intake form or an order request and we confirm the scope, deliverable, timing and fee in writing, or when you purchase a service package through our online checkout (each an “Order”). For a package purchased at checkout, the package description shown at checkout, the Service Scope and Exclusions page, and the payment confirmation we send you together set out the scope, deliverable, timing and fee, and your receipt serves as our written confirmation. If an Order conflicts with these Terms on scope, fees or timing, the Order controls.

  • Scope: We review only the deal and materials you submit, within the diligence scope and limits stated in the Order, including the Service Scope and Exclusions page for the package you purchased.
  • Timing: Turnaround estimates run from the date we receive complete materials and, where a deposit applies, your deposit. They are estimates, not guarantees.
  • Changes: Additional materials, questions or scope may extend the timeline or change the fee. We will confirm any change in writing before proceeding.
  • Right to decline: We may decline or stop an engagement if materials are insufficient, if we identify a conflict of interest, or if the deal raises legal or compliance concerns. If we stop after you have paid, we will refund fees for work not performed.

4. Client Responsibilities and Your Materials

You are responsible for the materials you give us ("Your Materials"), including offering documents, term sheets, financials, agreements and deal links. You agree that:

  • Your Materials are accurate and complete to the best of your knowledge, and you will tell us promptly if they change
  • you have the legal right to share Your Materials with us, including any confidential information of issuers, sponsors or counterparties, and any required consents or NDA permissions
  • for any package that includes a sponsor or principal background review, you have the right to request that review of each person and entity you name
  • you will not submit unlawful content, malicious code, or files that exceed the stated size limits
  • you will respond reasonably promptly to our questions

The quality of a Report depends on the quality, format and readability of Your Materials. Missing or unclear information may limit our findings, reduce the Report's completeness assessment, or prevent us from issuing a score. We are not responsible for gaps that result from information you did not provide.

5. Reports and AI-Assisted Analysis

RainCheck uses automated systems and artificial intelligence to generate summaries, extracted terms, flags, scores and other Report content. Reports are reviewed under RainCheck's internal quality processes before delivery.

Reports may be incomplete, inaccurate or based on limited information. They reflect only the materials and publicly available information available to us as of the Report date, and we do not update a Report after delivery unless the Order says so. Unless the Order states otherwise, we do not independently verify Your Materials or conduct an audit.

A RainCheck score is a proprietary analytical assessment of the information reviewed. It is not a prediction of returns or performance. RainCheck does not guarantee the accuracy, completeness or reliability of any Report or score.

6. No Investment, Legal or Tax Advice; Not a Regulated Rating

RainCheck is not a registered investment adviser, broker-dealer, credit rating agency or financial planner, and does not provide investment, legal, tax or accounting advice. Reports and scores are not credit ratings or regulated ratings, and nothing in a Report is a recommendation, solicitation or endorsement to buy, sell or invest in any security, asset or opportunity.

You are solely responsible for your investment decisions and for obtaining your own legal, tax and financial advice. Reports are one input to your own diligence, not a substitute for it.

All investments involve risk, including the possible loss of your entire investment. Cultural and alternative assets are often speculative, illiquid and difficult to value.

7. Use of Reports

Subject to payment of the applicable fees in full, including any balance due after a deposit, we grant you a non-exclusive, non-transferable license to use each Report for your internal business purposes. You may share a Report with your employees, partners, investment committee and professional advisers who need it and are bound by confidentiality obligations.

You may not:

  • publish, resell or distribute a Report to any other party, including prospective co-investors, limited partners, issuers, sponsors or counterparties, without our written permission
  • present a Report or score as your own rating, or as an endorsement by RainCheck
  • use the RainCheck name, logo or scores in marketing without our written permission
  • use Reports to train or build AI models or competing products

Reports are prepared for you only. No other person may rely on a Report, and we owe no duty to anyone other than you. If you need to share a Report with investors or other third parties, contact us about a distribution license.

8. Fees, Invoicing and Payment

Fees are stated in the Order and are quoted per engagement. Unless the Order says otherwise:

  • packages purchased at checkout are paid at checkout. Where a package is paid in two parts, the deposit is paid at checkout, and the balance is invoiced when the work is ready for delivery and is due before we release the final Report
  • for engagements that do not use checkout, we invoice on signature, and invoices are due within 30 days
  • we may withhold delivery of a Report until the related fees, including any balance invoice, are paid in full
  • fees are in U.S. dollars and exclude taxes, which you are responsible for
  • late payments may incur interest at 1.5% per month or the maximum allowed by law
  • fees are non-refundable except as stated in Section 9 and our Refund / Billing Policy

9. Revisions, Cancellation and Refunds

Revisions. If a Report contains a factual error, or you provide missing materials within 7 days of delivery, we will make one round of corrections at no charge, or the number of rounds stated in the package description if it provides more. New or expanded scope is a new Order.

Cancellation. If you cancel before work begins, we will refund fees paid. If you cancel after work begins, you owe fees for work completed, and we will refund any unearned balance. Work begins when we confirm in writing that we have received complete materials and have started the review. Any deposit you paid is credited against the fees you owe for work completed. Once a Report has been delivered, fees are non-refundable.

More details are in our Refund / Billing Policy. If there is a conflict on refunds or billing, the Order controls first, then the Refund / Billing Policy, then these Terms.

10. Confidentiality and Data Handling

Each party will protect the other's non-public information, use it only to carry out the engagement, and not disclose it except as these Terms allow. Your Materials and your Reports are your confidential information. Our scoring methods, prompts, templates and software are ours. Confidentiality does not cover information that is public, independently developed, lawfully received from another source, or required to be disclosed by law. If you and RainCheck have signed an NDA, the NDA controls.

We limit access to Your Materials to people and service providers who need it to deliver the Services and are bound by confidentiality obligations. We keep Your Materials for seven (7) days and delete them on request, subject to legal and record-keeping requirements.

We may use de-identified and aggregated information derived from engagements, with no client names, deal names or other identifying details, to improve our methodology, benchmarks and models.

See our Privacy Policy for how we handle personal information.

11. Third-Party Services

RainCheck relies on third-party providers, including providers of hosting, payments, analytics, email and AI processing. We require providers that handle Your Materials to use them only to help deliver the Services. Your Materials are not used to train third-party models.

We are not responsible for the content, policies or performance of third-party services outside our reasonable control.

12. Intellectual Property

RainCheck and its licensors own the Services, including our website, software, scoring frameworks, methodologies, prompts, templates, data, branding and materials, and all related intellectual property rights. These Terms do not transfer any of those rights to you, other than the license to use Reports in Section 7.

You keep all rights in Your Materials. You grant RainCheck a limited license to use Your Materials to deliver the Services and as described in Section 10.

If you give us feedback about the Services, we may use it without restriction or payment.

13. Platform Access, Beta and Pilot Programs

Our standard Services are delivered as Reports and do not include direct access to the RainCheck platform. If we invite you to use the platform as part of a beta, pilot or early-access program, your use is also governed by these Terms and any program terms we provide. Beta and pilot features may be incomplete, may change or end at any time, and are offered for testing and feedback. Do not rely on beta outputs for investment decisions without independent verification.

If we offer self-service plans in the future, they will be offered under updated or separate terms.

14. Term and Termination

These Terms apply for as long as you use the Services or have an open Order. Either party may end an engagement by written notice, subject to Section 9.

We may suspend or end your access if you breach these Terms, fail to pay fees when due, misuse the Services, or create legal or security risk for RainCheck or others. You will owe fees for work completed up to the date of termination.

Sections 4, 6, 7, 8, 10, 12, 15, 16, 17 and 19 survive termination.

15. Disclaimers

The Services and all Reports are provided "as is" and "as available." To the fullest extent allowed by law, RainCheck disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement. We do not warrant that a Report will be error-free, or that any deal or asset will perform as expected.

16. Limitation of Liability

To the fullest extent permitted by law, RainCheck and its owners, officers, employees and contractors will not be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or business opportunity. RainCheck is not liable for investment losses or for decisions made using a Report.

Our total liability for any claim related to the Services will not exceed the fees you paid to RainCheck for the engagement that gave rise to the claim. 

Nothing in these Terms limits liability that cannot be limited by law.

17. Indemnification

You agree to defend, indemnify and hold harmless RainCheck and its affiliates, owners, officers, employees and contractors from claims, damages, liabilities and expenses arising from Your Materials (including any claim that you lacked the right to share them), your breach of these Terms, your violation of law or third-party rights, or your sharing or use of a Report in a way these Terms do not allow.

18. Changes to These Terms

We may update these Terms from time to time. We will post the updated version on this page and change the "Latest update" date. Updates apply to new Orders. An Order already accepted stays under the Terms in effect when it was accepted, unless you agree otherwise. Continued use of the Services after an update means you accept the updated Terms.

19. Governing Law and General Terms

These Terms are governed by the laws of the State of New York, USA, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

These Terms, together with each Order, any NDA between us, and our Refund / Billing Policy, are the entire agreement between us about the Services. If they conflict, the Order controls first, then the NDA, then the Refund / Billing Policy, then these Terms. If any provision is unenforceable, the rest remains in effect. You may not assign these Terms without our written consent.

20. Contact

If you have questions about these Terms, contact us at: hello@getaraincheck.com