Terms and conditions

Agreement to these terms

These terms form an agreement between you and Rainier Software Solutions LLC (“Rainier,” “we,” “us”). By using rainier.software or engaging our services, you agree to them. If you do not agree, do not use the site or our services.

Where a signed master services agreement, statement of work, subcontract, or government prime contract exists, that document controls, and these terms apply only to the extent they do not conflict with it. Where work is performed under a federal or state contract, any mandatory flow-down clauses in that contract take precedence over these terms.

Services

We provide software engineering services including application development, legacy modernization, cloud and DevSecOps work, data and AI engineering, and accessibility and compliance support. The specific scope, deliverables, schedule, acceptance criteria, and fees for each engagement are defined in a statement of work signed by both parties.

Changes to an agreed scope are handled through a written change order describing the change and its effect on schedule and fees. Nothing on this website is an offer to perform work, a guarantee of availability, or a warranty of any particular outcome.

Use of this website

You may view, download, and print pages of this site, including our capability statement, for your own evaluation, procurement, and proposal purposes. You may not:

• Use the site in violation of any law or regulation.
• Attempt to gain unauthorized access to the site, the contractor portal, or any connected system.
• Interfere with the operation of the site, including by scraping at a rate that degrades service or by circumventing rate limits.
• Reproduce or redistribute site content for commercial purposes without our written permission.
• Misrepresent your identity or affiliation when submitting the contact form or applying for portal access.

Access to the contractor portal is by invitation and is personal to the invited individual. You are responsible for activity under your account and must tell us promptly if you believe it has been compromised. We may suspend or revoke access at any time.

Intellectual property

The site, its content, and our name, logo, and marks are owned by Rainier or our licensors and are protected by copyright, trademark, and other laws. Client names and logos shown on this site remain the property of their respective owners and are used to identify past performance only.

Ownership of engagement deliverables is governed by the applicable statement of work. Unless that document says otherwise, the client owns the custom deliverables created specifically for the engagement upon final payment, and Rainier retains ownership of its pre-existing tools, libraries, frameworks, and general know-how, granting the client a perpetual, non-exclusive, royalty-free license to use those materials to the extent they are embedded in the deliverables.

Third-party and open-source components are licensed under their own terms, which we identify in the deliverable documentation. Nothing here restricts either party from using the general skills, experience, and knowledge gained during an engagement.

Confidentiality

Each party may receive confidential information from the other during scoping and delivery. The receiving party will protect it with at least reasonable care, use it only for the engagement, and not disclose it except to personnel and subcontractors who need it and are bound by comparable obligations.

These duties continue for five years after the engagement ends, and indefinitely for trade secrets and for information whose protection is required by law or by a government contract. They do not apply to information that is publicly available through no fault of the receiving party, was already known to it without a duty of confidence, or is independently developed without use of the disclosing party's information. Disclosure compelled by law is permitted with prompt notice where notice is lawful.

Fees, invoicing, and payment

Fees, invoicing cadence, and payment terms are set in the statement of work. Unless stated otherwise, invoices are due net 30 from receipt, and undisputed late amounts accrue interest at 1.5 percent per month or the maximum permitted by law, whichever is lower. Payment terms on government contracts follow the Prompt Payment Act or the applicable contract terms instead.

Expenses require prior written approval and are billed at cost. Taxes, where applicable, are the client's responsibility. Amounts disputed in good faith must be identified in writing within 15 days of the invoice date, and the undisputed balance remains payable. We may suspend work on undisputed invoices more than 30 days overdue after written notice.

Client responsibilities

Delivery depends on timely client input. You agree to provide the access, environments, credentials, test data, subject-matter availability, and decisions the statement of work identifies, and to designate a point of contact empowered to make them.

You are responsible for the accuracy and legality of the data and materials you provide, and for obtaining any consents needed for us to process them. Delays in client-side dependencies may shift schedule and cost, documented through the change process.

Warranties and disclaimers

We warrant that services will be performed in a professional and workmanlike manner by qualified personnel, consistent with industry standards. Where a statement of work specifies accessibility conformance, we warrant the deliverables meet that standard on delivery as measured by the testing method named in that document. Deliverable-specific warranties and their remedial periods, if any, are stated in the statement of work.

Your exclusive remedy for a breach of the services warranty is for us to re-perform the deficient services, provided you notify us in writing within 30 days of delivery.

Except as expressly stated, the site and services are provided “as is” and we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the site or any deliverable will be uninterrupted, error-free, or secure against every threat.

Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility.

Our total liability arising out of or related to an engagement will not exceed the fees paid by the client under the applicable statement of work in the 12 months preceding the event giving rise to the claim. These limits do not apply to fraud, willful misconduct, breach of confidentiality obligations, or a party's indemnification obligations under section 10.

Indemnification

Each party will indemnify the other against third-party claims arising from its own gross negligence, willful misconduct, or breach of confidentiality obligations, subject to prompt written notice, control of the defense by the indemnifying party, and reasonable cooperation from the other.

We will defend the client against third-party claims that a custom deliverable, as delivered by us and used as intended, infringes a United States patent, copyright, or trade secret, and will pay damages finally awarded. If such a claim is made, we may at our option procure the right to continue use, modify the deliverable to be non-infringing, or refund the fees paid for it. This obligation does not apply to claims arising from client-supplied materials, third-party or open-source components used per their own licenses, modifications not made by us, or combination with items we did not supply.

Term and termination

These terms apply while you use the site. An engagement runs for the term stated in its statement of work. Either party may terminate an engagement for material breach that remains uncured for 30 days after written notice, or for convenience with 30 days written notice.

On termination you will pay for work performed and non-cancellable commitments incurred through the termination date, and we will deliver work in progress and complete an orderly handover, including documentation and knowledge transfer sessions where the statement of work provides for them. Sections on intellectual property, confidentiality, fees accrued, warranties and disclaimers, limitation of liability, indemnification, and governing law survive termination.

Governing law and disputes

These terms are governed by the laws of the State of Washington, without regard to conflict-of-law rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties will attempt in good faith to resolve any dispute through discussion between senior representatives for 30 days before initiating proceedings.

Unresolved disputes will be brought exclusively in the state or federal courts located in Snohomish County, Washington, and each party consents to that jurisdiction and venue. Disputes arising under a federal government contract are instead governed by the Contract Disputes Act and the disputes clause of that contract. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Other terms

• Independent contractor. Rainier performs services as an independent contractor. Nothing creates a partnership, joint venture, agency, or employment relationship.
• Subcontractors. We may use qualified subcontractors bound by equivalent confidentiality and security obligations, and we remain responsible for their work.
• Non-solicitation. During an engagement and for 12 months after it ends, neither party will directly solicit for employment personnel of the other who were materially involved in it. General advertisements not targeted at those individuals are permitted.
• Publicity. We may identify a client by name and describe the general nature of the work as past performance, unless the statement of work says otherwise. Use of a client logo requires written permission.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, provided it gives notice and resumes performance promptly.
• Assignment. Neither party may assign these terms without the other's written consent, except to a successor in interest by merger or sale of substantially all assets.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect and the provision is reformed to the minimum extent necessary. A waiver is effective only if in writing.
• Notices. Written notice may be given by email to the addresses on file, with delivery confirmed, or by courier to the addresses in the statement of work.
• Entire agreement. These terms, together with any applicable statement of work and our privacy policy, are the complete agreement on this subject and supersede prior discussions.

Changes to these terms

We may revise these terms from time to time. The current version will always be posted on this page with a revised “Last updated” date. Continued use of the site after changes take effect constitutes acceptance. Changes do not alter a signed statement of work or an executed contract already in place.

Contact

Questions about these terms:

Rainier Software Solutions LLC
Edmonds, Washington
hello@rainier.software · +1 (253) 314-6686