Terms of Service for Rain Website and Mobile App

Effective Date:  May 3, 2021

PLEASE CAREFULLY READ ALL OF THESE TERMS AND CONDITIONS AND KEEP A COPY OF THIS DOCUMENT FOR YOUR RECORDS.

This agreement (“Agreement” or “Terms of Service”) between Rain Technologies Inc. and you governs the terms of service for any access to or use of Rain’s website(s), located at https://rain.us/ , or Rain’s mobile app (the “Rain App”), and to the extent applicable any of the products or services that Rain provides to you via Rain’s website or the Rain App.  The person who uses Rain’s website or who downloads the Rain App (“You”) is agreeing to all of the terms and conditions of the Terms of Service for use of Rain’s website or the Rain App, as the case may be.  

The Terms of Service and Rain’s other agreements with You provide the terms and conditions that apply to Rain’s products and services offered or provided to You in connection with your use of Rain’s website or the Rain App (each individually or collectively, as the case may be, the “Services), including Your Rain Account or electronic fund transfer (EFT) services.  

By using Rain’s website or the Rain App or by using any aspect of the Services, You acknowledge and agree that You are bound by the terms and conditions of these Terms of Service.  

Under these Terms of Service, Rain may, at any time, change any condition, term, or provision of these Terms of Service, including by exercising its rights to impose any new type of fee or charge on You or to increase the cost or the price of any of the Services.  Please review the “Effective Date” each time you use the Rain App, the Site, or use any of Rain’s Services.  Only if Rain materially changes a provision of these Terms of Service will Rain let You know by showing the revised provision when You access the Services; if Rain has your current email address, Rain also shall attempt to send You an email notifying You of the revised provision of Rain’s agreement with You.  Rain shall use the email address You have on file with Rain, and Rain shall not be liable for resending any returned email so long as Rain uses the email address on its file.  

BINDING CONTRACTUAL TERMS

By using the website(s) of Rain Technologies Inc., a Delaware corporation, or by downloading or using the mobile application of Rain Technologies Inc., including all Content (as defined below), available through Apple’s App Store, iTunes Store or the Google Play Marketplace and/or or by accessing the Service (as defined below), You signify that (i) You have read and understood the terms and conditions of these Terms of Service; and (ii) that these Terms of Service have the same force and effect as a signed agreement on paper.  The Services enable individuals meeting certain qualifications to use the Rain App to request and obtain a Rain Account, EFT services (e.g., transactions for Electronic Payments), and other financial products and services as may be offered or provided by Rain from time to time.  You affirm that You are fully able and competent, in accordance with applicable laws and regulations, to enter into the terms, conditions, obligations, affirmations, representations, warranties, and indemnification set forth in these Terms of Service, and to abide by and comply with these Terms of Service.  You also affirm You have not been previously suspended or removed from the Service.  BEFORE USING THE SERVICE, PLEASE CAREFULLY READ THE RAIN PRIVACY NOTICE.  IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, DO NOT USE OR ACCESS THE SERVICES, AND IMMEDIATELY DELETE ANY DOWNLOADED APPLICATIONS OR MATERIALS THAT MAY HAVE BEEN OBTAINED VIA THE SERVICES.

ARBITRATION NOTICE:  THESE TERMS OF SERVICE CONTAIN AN ARBITRATION CLAUSE.  EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND RAIN AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND RAIN WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Rain reserves the right to modify or discontinue the Services (or any portion of the Services), temporarily or permanently.  Rain shall notify you in advance of Rain’s election to exercise its right to discontinue the Services.  Rain shall not be liable to You or any third party in the event that Rain exercises its right to modify or discontinue the any portion or all of the Service.

Rain may change the terms of service for Rain’s website or the Rain App or any other aspect of this Agreement at any time.  If Rain materially changes the terms of service for Rain’s website or the Rain App or any other aspect of this Agreement, Rain will let You know by showing the revised terms of service when You access the Services.  If Rain also notifies You via email, Rain shall use the email address You have on file with Rain, and Rain shall not be liable for resending any returned email so long as Rain uses the email address on its file.

PRIVACY NOTICE

Rain’s Privacy Notice describes Rain’s treatment of personally identifiable information (sometimes defined as “nonpublic personal information”) about You.  By agreeing to these Terms of Service, You agree that Rain has delivered Rain’s Privacy Notice to You.  You further agree that nothing in this Agreement constitutes any agreement between Rain and You relating to Rain’s collection, use, disclosure, or other activity relating to the treatment personally identifiable information about You; instead, any act (or omission or failure to act) relating to Rain’s collection, use, disclosure, or other activity relating to the treatment personally identifiable information about You is subject to Rain’s Privacy Notice, which is not part of this Agreement.  If there is a conflict between these Terms of Service and Rain’s Privacy Notice, Rain’s Privacy Notice shall have precedence with respect to the subject matter covered by it; otherwise this Agreement shall have precedence.  

TERM

The Services shall be provided from the date on which You download or register for the Services and accept these Terms of Service, and the Services shall continue until terminated.    

AUTHORIZED USE OF THE SERVICE

Rain hereby grants You permission to use the Services as set forth in these Terms of Service, provided that:  (i) You will not copy, download or distribute any part of the Services in any form or medium without Rain’s prior written authorization, except as permitted in this Agreement; (ii) You will not alter, modify, or make derivative works from any part of the Services without Rain’s prior written authorization, except as permitted in this Agreement; and (iii) You will otherwise comply with these Terms of Service.

RESTRICTIONS ON USE OF THE SERVICES

Rain reserves all rights in the Services not granted in these Terms of Service. Without limiting the foregoing, by using the Services You agree not to:

  • use the Service for any purpose other than for using the features Rain intentionally provides or makes available to You;
  • share Your password, allow any person to access Your account, or take any action or inaction that might jeopardize the security of Your account;
  • assign or transfer Your account or login information to anyone;
  • attempt to access the accounts of any user of the Service other than Your own account;
  • translate, modify or create derivative works of the Services;
  • upload, download, recreate, display, perform, post, reproduce or copy the Services, except with the prior written consent of Rain;
  • resell or attempt to license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, all or any part of the rights granted to You under these Terms of Service, the Services or any Content, in whole or in part;
  • modify, copy, distribute, download, scrape or transmit in any form or by any means any Content from the Services other than Your content which You legally post on, through or in connection with the Service;
  • attempt to derive the source code, source files or structure of the software contained in the Services by reverse engineering, disassembly, decompilation or any other means;
  • use the Services except in accordance with all applicable law;
  • introduce into the Services any “malware,” such as, but not limited to, viruses, worms, and Trojan Horses;
  • use deep-links, page or screen scrapes, web crawlers, web robots, spiders, wanderers, web scutters, or programs, algorithms or methodologies which do the same things in connection with the Services, or use other automated processes to access or to use the Services;
  • provide false personal information or create an account for anyone other than Yourself without Rain’s permission;
  • create another account without Rain’s permission, if Rain had disabled Your account;
  • post, transmit or link from any unlawful, infringing, misleading, deceptive, threatening, libelous, defamatory, plagiarized, fraudulent, harassing, obscene, discriminatory, inflammatory, pornographic or profane material, spam or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or would otherwise violate applicable law;
  • use the Services in any manner that could damage, disable, undermine, overburden or impair the Services or the servers on which it runs or interfere with any other party’s use of the Services;
  • upload, download, post, email or otherwise transmit any material that may infringe copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any party;  
  • obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Services; or
  • use any of the logos, trademarks, service marks or other indicators of origin appearing on the Services.

Rain will fully cooperate with any law enforcement authorities or court order requesting or directing Rain to disclose the identity of anyone violating these Terms of Service.

Rain believes in children’s online safety and does not wish to receive information regarding any individual who is under 18 years old (except in the event that You yourself are under the age of 18). Therefore, You may not post or submit any personally identifiable information of an individual who is under 18 years old or information sufficient to locate such a child on or through the Service.  If You are under 14 years of age, You may not use the Service in any way and You may not submit any information about yourself to Rain in any way.  

PAYMENT AND FEES

Rain may impose a fee or charge on You for use of the Services (each a “Fee”), particularly for the Services in connection with Electronic Payments.  Under this Agreement, You shall be responsible for payment to Rain of the applicable Fee, and Your payment of the Fee shall be due at or around the time that You request or obtain the Services that are subject to the Fee, as Rain may specify.  You authorize Rain to initiate an Electronic Payment to debit Your Primary Bank Account or to otherwise accept payment from You to satisfy any all Fees.  You represent and warrant that You are authorized to use any Cards or Payment Services You furnish under the Service.  However, Rain shall not charge You solely for use of the Rain App or to solely access your Account through another mechanism.  

SECURITY MEASURES

Rain will apply reasonable measures to protect the security of nonpublic personal information and other data essential for use of the Services, such as information You upload or enter when using the Rain App.  You shall protect the confidentiality and security of Your Credentials, and You shall not allow any person to have access to or to use Your Credentials.

Rain is entitled (but not required) to apply security measures to protect the Services and the Content, and Rain may block users (or IP addresses) identified or suspected as being used to access the Services (i) without authorization, (ii) for unlawful purposes or for purposes of disrupting, or (iii) in any manner that presents a risk of damaging the Services.

You shall immediately notify Rain of any activity on the Services suspected as being for unlawful purposes including any activity liable to disrupt, gain unauthorized access to, or cause any damage to the Services.

You shall immediately notify Rain of any security breach involving the Services of which You become aware, including any loss of nonpublic personal information and any incident where nonpublic personal information relating to You becomes available to unauthorized persons through the Services.    

INTELLECTUAL PROPERTY

Everything You see, hear, or otherwise experience through this Services, including the graphics, videos, text, software, photographs, scripts, interactive features and the like (collectively, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Rain, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.  Rain owns the copyright in the selection, coordination, arrangement and enhancement of the Content.  Any unauthorized use of any materials on the Services may violate copyright, trademark, and other laws.  Content on the Services is provided to You AS IS for Your information and personal use only.  For Your personal use, You may view, copy, and print screenshots of the Service.  Otherwise, the Service may not be copied, modified, reproduced, distributed, published, performed, streamed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.  Rain reserves all rights not expressly granted in and to the Services and the Content.  You agree not to use, copy, download, or distribute any Content other than as expressly permitted herein, including any use, copying, downloading, making derivative works from, or distribution of user submissions of third parties obtained through the Services for any commercial purposes.  You may not incorporate the Content into, or stream or transmit the Content via any hardware or software application, unless Rain first expressly permits You to do so in writing.  You may not create, recreate, advertise or distribute an index of a significant portion of the Content unless authorized in writing by Rain.  You may not build a business using the Content, whether or not for profit.  If You copy or print pages of the Content for personal use, You must retain all copyright and other proprietary notices contained therein.  You agree not to circumvent, disable or otherwise interfere with security related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein, nor may You scrape or use any extraction methods to obtain any content or data from the Services.

Rain may, in its sole discretion, permit You from time to time to submit, upload or otherwise make available to Rain or any of its representatives or agents through the App any suggestions, feedback or recommendations regarding the Service (“Feedback”).  If You provide any such Feedback, You hereby grant to Rain a perpetual, non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable, sublicensable and transferable license to use such Feedback for any purpose.

WARRANTIES

You warrant and represent to Rain as set out below:

  1. The information provided to Rain in any registration or application screen, profile, email, postings, telephone call or through other means including all personal details, contact details and all other data provided to Rain is true in all respects, up-to-date and not misleading in any way.
  2. You shall not access the Services under false identity or pretext and will not use the Services to falsify Your or any other person’s identity.
  3. You shall use the Services lawfully and in good faith.
  4. You shall keep Your log-in credentials and passwords secure and shall not disclose otherwise share such information with any person.

DISCLAIMER OF WARRANTIES

YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK.  THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS.  THE RAIN PARTIES, APPLE, AND GOOGLE GIVE NO WARRANTY NOR MAKE ANY REPRESENTATION IN RELATION TO THE SERVICE OR THE CONTENT.  THE RAIN PARTIES, APPLE, AND GOOGLE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW AND YOU WAIVE ANY REPRESENTATION OR WARRANTY ON THE PART OF THE RAIN PARTIES, APPLE AND/OR GOOGLE RELATING TO THE SERVICES OR TO THE CONTENT, EXPRESS, IMPLIED, STATUTORY AND OTHERWISE IN CONNECTION WITH THE SERVICES, ANY SOFTWARE LICENSED OR PROVIDED TO YOU BY THE RAIN PARTIES, APPLE AND/OR GOOGLE OR OTHER THIRD PARTIES, INCLUDING ANY IMPLIED WARRANTIES OF AVAILABILITY OF THE SERVICES, NON-DISRUPTION, SECURITY, ACCURACY, LOSS OF DATA OR CORRUPTION OF DATA, THE USE OF REASONABLE CARE AND SKILL, QUALITY, MERCHANTABILITY, TITLE OR ENTITLEMENT, FITNESS FOR A PARTICULAR PURPOSE, ABILITY TO ACHIEVE A PARTICULAR RESULT OR FUNCTIONALITY AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE.  WITHOUT LIMITING THE FOREGOING, THE RAIN PARTIES, APPLE, AND GOOGLE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE SERVICES OR ON ANY WEBSITES OR APPS LINKED TO THE SERVICES IS ACCURATE, COMPLETE OR CURRENT; THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR; OR THAT THE QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES OR THE RAIN APP OR AGREEMENTS YOU ENTER WITH THIRD PARTIES SUCH AS ADVERTISERS WILL MEET YOUR EXPECTATIONS.  THE RAIN PARTIES, APPLE, AND GOOGLE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION), RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (iii) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR INFORMATION STORED THEREIN, (iv) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (v) BUGS, VIRUSES, TROJAN HORSES, DESTRUCTIVE COMPUTER CODES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, OR (vi) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.

INDEMNITY

YOU ACKNOWLEDGE THAT THE RAIN PARTIES, APPLE, AND GOOGLE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY, OR LEGALITY OF GOODS OR SERVICES PROVIDED BY THIRD PARTIES OR ADVERTISERS, THE TRUTH OR ACCURACY OF ANY THIRD PARTY’S OR ADVERTISER’S CONTENT OR LISTINGS, OR THE ABILITY OF ANY THIRD PARTY OR ADVERTISER TO PERFORM OR ACTUALLY COMPLETE A TRANSACTION OR SERVICE.  YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE RAIN PARTIES, APPLE AND GOOGLE FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, DEMAND, DAMAGE, COST, LIABILITY, EXPENSES, AND ATTORNEY’S FEES ARISING TO ANY OF THE RAIN PARTIES, APPLE, AND GOOGLE AS A RESULT OF ANY CLAIM (INCLUDING CLAIMS OR DAMAGES FOR PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, AND INJURY TO YOU OR TO THIRD PARTIES, CONSEQUENTIAL, COMPENSATORY, OR PUNITIVE DAMAGES), DEMAND OR PROCEEDINGS BROUGHT OR THREATENED AGAINST THE RAIN PARTIES, APPLE AND/OR GOOGLE IN CONNECTION WITH (i) YOUR USE OF, ACCESS TO, OR MISUSE OF THE SERVICE; (ii) YOUR BREACH OF ANY OF THESE TERMS OF SERVICE; (iii) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (iv) ANY CLAIM THAT ONE OF YOUR USER SUBMISSIONS CAUSED DAMAGE TO AN INDEMNIFIED PARTY OR A THIRD PARTY; (v) ANY TRANSACTION YOU CONDUCT AS A RESULT OF THE CONTACT FACILITATED BY THE SERVICE; OR (vi) ANY ACTIVITY RELATED TO YOUR APPLE ID, GOOGLE ACCOUNT, MOBILE ACCOUNT, OR OTHER INTERNET ACCOUNT, OR USING YOUR TELEPHONE NUMBER, EMAIL ADDRESS, OR PASSWORD BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE USING YOUR RAIN ACCOUNT, APPLE ID, GOOGLE ACCOUNT, MOBILE ACCOUNT, OTHER INTERNET ACCOUNT, TELEPHONE NUMBER, EMAIL ADDRESS, OR PASSWORD.

IF THE RAIN PARTIES, APPLE, AND GOOGLE DO TAKE ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THESE TERMS OF SERVICE, THE RAIN PARTIES, APPLE, AND GOOGLE WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEYS’ FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO THE RAIN PARTIES, APPLE, AND GOOGLE.

LIMITATIONS ON LIABILITY

IN NO EVENT SHALL THE RAIN PARTIES, APPLE AND/OR GOOGLE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THE SERVICE OR THIRD PARTY PRODUCTS OR SERVICES, UNDER THESE TERMS OF SERVICE OR IN CONNECTION WITH THEIR PERFORMANCE OR BREACH, OR IN CONNECTION WITH ANY WARRANTIES HEREUNDER, OR IN CONNECTION WITH THE SERVICE, INCLUDING FOR THEIR NEGLIGENCE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS OR SAVINGS OR ANTICIPATED PROFITS OR SAVINGS, LOSS OF DATA, LOSS OF OPPORTUNITY, LOSS OR REPUTATION, GOODWILL OR BUSINESS, EVEN IF THE RAIN PARTIES APPLE, AND GOOGLE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

THE RAIN PARTIES, APPLE AND GOOGLE WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY OR LOSS THAT YOU MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM:  (i) ANY SUSPENSION OR DISRUPTION OF THE SERVICE, INCLUDING WHERE SUCH SUSPENSION OR DISRUPTION RESULTS FROM THE RAIN PARTIES’ NEGLIGENCE, (ii) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (iii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, (iv) UNAUTHORIZED ACCESS TO OR USE OF RAIN’S OR ITS AFFILIATES’ SERVERS OR ANY AND ALL INFORMATION STORED THEREIN, (v) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (vi) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, (vii) USER SUBMISSIONS, THIRD PARTY WEBSITES OR APPS, OR (viiii) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT, YOUR BUSINESS TRANSACTIONS OR OTHER INTERACTIONS WITH ANY THIRD PARTIES OR ADVERTISERS, WHEREIN SUCH CONTENT OR ADVERTISEMENT IS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RAIN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

THE RAIN PARTIES, APPLE AND/OR GOOGLE WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY OR LOSS THAT YOU OR ANY OTHER PERSON MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM YOUR BREACH OF YOUR WARRANTIES OR OTHER OBLIGATIONS UNDER THESE TERMS OF SERVICE, INCLUDING YOUR OBLIGATION TO KEEP YOUR CREDENTIALS SECURE OR FROM THE SHARING OF THESE DETAILS WITH ANY OTHER PERSON.

THE RAIN PARTIES’ MAXIMUM AGGREGATE LIABILITY FOR ANY SINGLE EVENT (OR A SERIES OF RELATED EVENTS) GIVING RISE TO A CLAIM IN CONNECTION WITH THESE TERMS OF SERVICE OR IN RELATION TO THE SERVICE WILL BE LIMITED TO FIFTY DOLLARS (US $50.00).

A party will not be in breach of these Terms of Service, nor liable for any failure or delay in performance of any of its obligations under these Terms of Service where such failure or delay arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control including an act of God, fire, flood, earthquake, windstorm or other natural disaster, explosion or accidental damage, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, shortage of raw materials or supplies, industrial action or strike, power outages, or electronic or communication network breakdowns (“Force Majeure Events”).  If a Force Majeure Event affecting the provision of the Service by Rain occurs, Rain will use reasonable efforts to notify users through the Service or through its website or by email communication.

TERMINATION OF THE SERVICES

Rain may terminate Your access to and use of the Services without notice, in the event You (i) breach these Terms of Service or (ii) misuse or challenge Rain’s rights in the Content.

Rain may at any time, and in Rain’s sole discretion, discontinue the Services or modify the Services, and such action by Rain may adversely affect the use of the Services.  Rain shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Services.  Rain shall use reasonable efforts to notify users of the cessation of the Services or any changes that would affect Your use of the Services.  Rain may give such notices through the Service or on its website or by email communications.

You acknowledge that removing the Rain App from Your mobile phone does not automatically terminate Your rights to use the Services. You may, at any time, request termination of Your use of the Services through the Rain App.

Upon Your request that Your use of the Services be terminated:

  1. Your right to access and use the Service will immediately terminate; and
  2. all of Your personal information will be permanently deleted from the Service, provided that—

(a) copies of Your data may remain stored for limited periods of time on back-up media which will be cleansed from time to time;

(b) Rain reserves the right to retain records of Your personal information on the Service if it is reasonably required to keep such records for legal purposes including to comply with its legal or regulatory duties, to investigate and respond to complaints (including from other users), to enforce these Terms of Service or to defend itself against any claim or legal threat or allegations or if it requires to retain such data for other legitimate reasons; and

(c) Rain will be entitled to retain any data in non-personal information form which may have been extracted or obtained from Your personal information including any aggregated, anonymized or otherwise de-personalized data.

LINKS TO AND FROM THE SERVICE

The Service may contain links to third party websites and online services (such as apps) that are not owned or controlled by Rain.  Rain has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or online services, and You access and use these websites or online services solely at Your own risk.  These links are provided for Your reference and convenience only, and do not necessarily imply any endorsement, sponsorship or recommendation of the material on these third-party websites or online services or any association with their operators.  Rain will not and cannot control or edit the content of any third-party website or online service.  BY USING THE SERVICE, YOU EXPRESSLY RELEASE THE RAIN PARTIES, APPLE, AND GOOGLE FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE OR ONLINE SERVICE AND FROM ANY LOSS OR DAMAGE OF ANY SORT YOU MAY INCUR FROM DEALING WITH ANY THIRD PARTY.  Accordingly, Rain encourages You to be aware when You leave the Service, and You should read the terms and conditions that apply to other websites You visit.

ADVERTISEMENTS/RELEASE

Rain takes no responsibility for advertisements or any third party material transmitted through or posted on the Service, nor does it take any responsibility for the products or services provided by service providers with profiles or other Content accessible through the Service (“Advertisers”).  Any dealings You have with Advertisers found while using the Service are between You and the Advertiser, and You agree that Rain is not liable for any loss or claim that You may have against an Advertiser.

YOU AGREE THAT YOU BEAR ALL RISK AND YOU AGREE TO RELEASE THE RAIN PARTIES, APPLE AND GOOGLE FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE AND YOUR TRANSACTIONS WITH ADVERTISERS OR OTHER THIRD PARTIES.  

ASSIGNMENT

Any rights and licenses granted to You under these Terms of Service may be transferred or assigned by You only with Rain’s prior written consent.  For any rights that Rain may hold under any agreement as between Rain and You, Rain may assign its rights without restriction and without notice to You.

DISPUTE RESOLUTION, MANDATORY ARBITRATION AND CLASS ACTION WAIVER

All claims and disputes, including all statutory claims and disputes, arising out of or relating in any way to these Terms of Service or Your use of the Services shall be finally resolved by binding arbitration on an individual basis, except that You and Rain are not required to arbitrate any dispute in which either party seeks equitable relief for alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This means that unless You opt out of arbitration as provided below or except for the equitable relief described in the previous sentence, neither Rain nor You will sue in court before a judge or jury.  Rain and You are also agreeing that no dispute subject to the terms of this “Arbitration Section” will be resolved as a class.  Instead, one neutral arbitrator will decide the dispute, and the arbitrator’s decision will be final except for a limited right of appeal under the Federal Arbitration Act.  The arbitrator may award declaratory or injunctive relief only for the individual claims between Rain and You.

The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with its rules of practice and procedure (the “Rules”) in effect at the time that the claim is filed, except to the extent the Rules conflict with these Terms of Service. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.  The AAA Consumer Arbitration Rules are available online at www.adr.org or by calling AAA at 1-800-778-7879.  Any claims or disputes involving less than US $10,000 may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief.  For claims or disputes where the amount sought is US $10,000 or more, the right to an in-person oral hearing will be determined by the Rules.  The arbitrator will be bound to follow applicable federal and state laws and regulations in deciding all issues and in rendering any award.  Rain and You will be entitled to invoke the rules of discovery applicable to state court proceedings.  The arbitration proceedings will be conclusive and not appealable, and any party to any award rendered in any arbitration proceeding will be entitled to have judgment entered on that award.  The number of arbitrators shall be one, selected in accordance with the Rules, and the language of the arbitration will be English.  Unless non-appearance arbitration is elected, the arbitration will be held in New York, New York, provided that, if You notify us in writing within 30 days after the initial notice of arbitration is delivered by a party, the arbitration may be held in Chicago, Illinois or Los Angeles, California.  If non-appearance arbitration is elected, the arbitration will be conducted by phone, online, written submissions, or a combination of the three, at the election of the party initiating arbitration, and the arbitration will not involve a personal appearance by parties or witnesses unless the parties mutually agree otherwise.  Other than costs that Rain is required to pay under the Rules, each party shall bear its own costs and expenses of the arbitration and one-half (1/2) of the fees and costs for the arbitrator, except as otherwise provided in the Rules or if the arbitrator determines the fees and costs should be borne by one of the parties.  The arbitrator may not award or assess punitive damages against either party.

RAIN AND YOU AGREE THAT ANY PROCEEDINGS TO RESOLVE ANY DISPUTE, INCLUDING ARBITRATION AND LITIGATION IN COURT, WILL BE CONDUCTED ONLY INDIVIDUALLY. Neither Rain nor You will seek to have any dispute heard as a class action, a class wide arbitration, a private attorney-general action, or any other proceeding in which either of Rain or You act(s) or propose(s) to act as a representative for others. Rain and You also agree that no arbitration or other proceeding will be combined with another arbitration or proceeding without the written consent of Rain, You, and every other party to that arbitration or proceeding.

You may opt out of the arbitration and class actions waiver set forth above by sending a written notice of Your decision to opt-out in accordance with this Arbitration Section.  If you do so, neither You nor Rain can force the other to arbitrate.  To opt out, You must notify Rain in writing no later than thirty (30) days after first becoming subject to these Terms of Service.  Your notice must include your name and address, your username and the email address You used to set up Your account for the Services, and an unequivocal statement that You want to opt out of this arbitration.  Send Your notice to:  

RAIN– ARBITRATION OPT-OUT NOTICE
258 3rd  Ave
Venice, CA 90291

alex@rain.us

In the event of a dispute between You and Rain, to invoke Your opt-out right, You must retain a copy of Your opt-out notice, as well as proof of mailing of Your opt-out notice within the prescribed period (e.g., within 60 days of the date that You first downloaded Rain’s App).

If You elect to opt out, each of You and Rain irrevocably (i) consents to the exclusive jurisdiction and venue of the state and federal courts in the State of Delaware in connection with any matter arising out of this Agreement, (ii) waives any objection to such jurisdiction or venue, (iii) agrees not to commence any legal proceedings related hereto except in such courts, (iv) consents to and agrees to accept service of process to vest personal jurisdiction over it in any such courts and (v) waives any right to trial by jury in any action in connection with this Agreement

This Arbitration Section may be amended from time to time in accordance with these Terms of Service.  If you did not opt out of mandatory arbitration as provided above, You may reject any change Rain makes to this Arbitration Section by sending Rain a notice within thirty (30) days after first becoming subject to the amended Terms of Service.  Send Your notice rejecting changes to this Arbitration Section to the address provided above.  In the event of a dispute between You and Rain, to invoke Your right to apply an earlier version of this Arbitration Section, You must retain a copy of Your rejection notice, as well as proof of mailing of Your rejection notice within the prescribed period.  Rain reserves the right to make additional amendments to this Arbitration Section.  If you wish to reject additional changes to this Arbitration Section, You must notify Rain in accordance with this Arbitration Section for each change in accordance with the terms hereof.  

EXPORT CONTROL

Software and the transmission of applicable technical data, if any, in connection with the Service may be subject to export controls.  You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the U.S. or the country in which You reside.

THIRD PARTY BENEFICIARIES

YOU ACKNOWLEGE THAT EACH OF THE RAIN PARTIES IS AN INTENDED THIRD PARTY BENEFICIARY OF YOUR RELEASES, WAIVERS AND COVENANTS GIVEN IN THIS AGREEMENT, AND THAT APPLE AND GOOGLE ARE INTENDED THIRD PARTY BENEFICIARIES OF YOUR RELEASES, WAIVERS AND CONVENANTS IN THE APPLE REQUIRED TERMS AND IN THE ADDITIONAL TERMS REQUIRED BY GOOGLE, INC., RESPECTIVELY.  SUBJECT TO THE FOREGOING, NOTHING IN THIS AGREEMENT IS INTENDED TO CONFER ANY RIGHT, REMEDY, CAUSE OF ACTION OR LIABILITY ON ANY PERSON OTHER THAN RAIN AND ITS SUCCESSORS AND ASSIGNS AND YOU.

GENERAL TERMS

This Agreement constitute the entire agreement between the parties and supersede all other agreements, statements, and other arrangements between the parties in relation to the subject matter hereof.  You acknowledge and agree that, each time You use the Services, You are bound by the terms and conditions of this Agreement in effect as of the most date You use the Services, and the then-current Agreement supersedes all of the terms and conditions of all other agreements between the parties(which may have been entitled “Terms of Use” or similar title).  If any provision of this Agreement is held by an arbitrator or a court to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of this Agreement, so that this Agreement shall remain in full force and effect.  Each party acknowledges that it has not relied on or been induced to enter this Agreement by a representation other than those expressly set out in this Agreement.

Except as expressly permitted under this Agreement, no modification, alteration or waiver of any of the provisions of this Agreement will be effective unless in writing and signed on behalf of each of the parties.  In the event that You enter into this Agreement while You are under the age of 18 (or otherwise qualified as a minor under applicable state law), You agree that: (i) at all times that You use the Services, You are acting under the supervision of an adult who has such authority or capacity to supervise You in this capacity; (ii) if You elect to take any action to disaffirm or to render this Agreement to be void, You shall notify Rain, in writing, at the address provided in the Arbitration Section or by another method as permitted by applicable law; and (iii) if You have not disaffirmed this Agreement by the date on which You are 18 (or otherwise not qualified as a minor under applicable state law), all conduct prior to that date shall be ratified and effective under the then-current terms and conditions of this Agreement and may not be voidable, except to the extent expressly provided by applicable law.  No waiver of any of provision of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Rain’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Nothing in this Agreement will create, or be deemed to create, a partnership or joint venture and will not be construed as giving rise to the relationship of principal and agent between the parties.

Rain is not Your employer for any purpose, including for any purpose of an employment relationship covered by any labor law, common law of employment, or tax law.  Rain does not act as an agent of Your employer in making any Electronic Payment to You.  Rain does not act as an agent, a party to any joint venture, or as alter ego of Your employer in any respect.  Each Electronic Payment to You represents only a payment made in exchange for Your intangible right to receive payments from Your employer.

APPLE REQUIRED TERMS

Acknowledgement:  Rain and You acknowledge that the Terms of Use are concluded between Rain and You only, and not with Apple, and Rain, not Apple, is solely responsible for the Service and the content thereof.

Scope of License:  The license granted to You for the Service is limited to a non-transferable license to use the Service on any iPhone or iPod touch that You own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.

Maintenance and Support:  As between Apple and Rain, Rain is solely responsible for providing maintenance and support services, if any, with respect to the Service, as specified in the Terms of Use, or as required under applicable law.  Rain and You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service.

Warranty:  As between Apple and Rain, Rain is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed.  In the event of any failure of the Service to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the relevant App to You.  To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Rain’s sole responsibility.

Product Claims:  Rain and You acknowledge that Rain, not Apple, is responsible for addressing any claims by You or any third party relating to the Service or Your possession and/or use of that Service, including, but not limited to:  (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

Intellectual Property Rights:  Rain and You acknowledge that, in the event of any third party claim that the Service or Your possession and use of the Service infringes that third party’s intellectual property rights, to the extent a warranty of non-infringement is not validly disclaimed, Rain, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

Legal Compliance:  You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a country or territory that is subject to a sanctions program (e.g., designated by OFAC); and (ii) You are not identified on any list prepared by the U.S. Government describing prohibited or restricted parties.

Developer Name and Address:  Rain may be contacted at in connection with any questions, complaints or claims with respect to the Service.

Third Party Beneficiary:  Rain and You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms of Use, and that, upon Your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use against You as a third party beneficiary thereof.

ADDITIONAL TERMS RELEVANT TO GOOGLE INC.

THESE TERMS OF USE CONSTITUTE A LICENSE AGREEMENT IN LIEU OF ANY LICENSE GRANT PROVIDED BY GOOGLE TO USE THE APPS ON A SUPPORTED DEVICE. A “SUPPORTED DEVICE” IS A COMBINATION OF A MOBILE DEVICE RUNNING ANDROID SOFTWARE AND AN ANDROID SOFTWARE VERSION(S) THAT IS SUPPORTED BY THE RAIN MOBILE APPLICATION. THESE TERMS OF USE ARE MADE BETWEEN YOU AND RAIN ONLY, AND NOT WITH GOOGLE. RAIN IS SOLELY RESPONSIBLE FOR THE RAIN MOBILE APPLICATION.

THE GOOGLE PLAY MARKETPLACE IS OWNED AND OPERATED BY GOOGLE INC. YOUR USE OF GOOGLE PLAY IS GOVERNED BY A LEGAL AGREEMENT BETWEEN YOU AND GOOGLE CONSISTING OF THE GOOGLE TERMS OF SERVICE (FOUND AT HTTP://WWW.GOOGLE.COM/ACCOUNTS/TOS) AND THE GOOGLE PLAY TERMS OF SERVICE (FOUND AT HTTPS://PLAY.GOOGLE.COM/INTL/EN-US_US/ABOUT/PLAY-TERMS.HTML AND TOGETHER WITH THE GOOGLE TERMS OF SERVICE CALLED THE “TERMS”). THE GOOGLE PLAY TERMS OF SERVICE AND GOOGLE TERMS OF SERVICE SHALL TAKE PRECEDENCE IN THAT ORDER IN THE EVENT OF A CONFLICT BETWEEN THEM, TO THE EXTENT OF SUCH CONFLICT.

RAIN IS SOLELY RESPONSIBLE FOR PROVIDING, AND GOOGLE HAS NO OBLIGATION TO PROVIDE, MAINTENANCE AND SUPPORT FOR THE RAIN MOBILE APPLICATION. SUPPORT REQUESTS, AS WELL AS QUESTIONS, COMPLAINTS OR CLAIMS REGARDING THE RAIN MOBILE APPLICATION, MAY BE DIRECTED TO RAIN SUPPORT, 258 3rd AVENUE, VENICE, CA 90291. USERS MAY ALSO CONTACT US BY EMAIL AT INFO@RAIN.US.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE WILL HAVE NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE RAIN MOBILE APPLICATION, AND WILL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY.

GOOGLE SHALL NOT BE RESPONSIBLE FOR ADDRESSING ANY CLAIMS BY YOU OR ANY THIRD PARTY RELATING TO THE RAIN MOBILE APPLICATION OR YOUR POSSESSION AND/OR USE OF THE RAIN MOBILE APPLICATION, INCLUDING BUT NOT LIMITED TO (I) PRODUCT LIABILITY CLAIMS, (II) ANY CLAIM THAT THE RAIN MOBILE APPLICATION FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT, OR (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.

GOOGLE SHALL NOT BE RESPONSIBLE FOR THE INVESTIGATION, DEFENSE, SETTLEMENT OR DISCHARGE OF ANY CLAIM THAT THE RAIN MOBILE APPLICATION OR YOUR POSSESSION AND USE THEREOF INFRINGES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

YOU REPRESENT AND WARRANT THAT (I) THE SERVICE(S) WILL NOT BE DOWNLOADED OR USED IN, OR TRANSPORTED TO, A COUNTRY THAT IS SUBJECT TO A UNITED STATES GOVERNMENT EMBARGO OR HAS BEEN DESIGNATED BY THE UNITED STATES GOVERNMENT AS A “TERRORIST-SUPPORTING” COUNTRY, AND (II) YOU ARE NOT LISTED ON ANY UNITED STATES GOVERNMENT LIST OF PROHIBITED OR RESTRICTED PARTIES.

FOR THE IMPROVEMENT OF GOOGLE PLAY, GOOGLE MAY COLLECT CERTAIN USAGE STATISTICS FROM GOOGLE PLAY AND YOUR SUPPORTED DEVICE, INCLUDING BUT NOT LIMITED TO, INFORMATION ON HOW GOOGLE PLAY AND YOUR SUPPORTED DEVICE ARE BEING USED. THE DATA COLLECTED IS EXAMINED IN THE AGGREGATE TO IMPROVE GOOGLE PLAY FOR USERS AND DEVELOPERS AND IS MAINTAINED IN ACCORDANCE WITH GOOGLE’S PRIVACY POLICY. WE CAN NEITHER CONTROL NOR ARE RESPONSIBLE FOR THE PRIVACY PRACTICES OF GOOGLE. TO ENSURE THE IMPROVEMENT OF THE RAIN MOBILE APPLICATION, LIMITED AGGREGATE DATA MAY BE AVAILABLE FROM GOOGLE TO RAIN UPON RAIN’S WRITTEN REQUEST.

REMOVAL OF RAIN MOBILE APPLICATION. RAIN OR GOOGLE INC. MAY, AT ANY TIME AND WITHOUT NOTICE, RESTRICT, INTERRUPT OR PREVENT USE OF THE RAIN MOBILE APPLICATION, OR DELETE THE RAIN MOBILE APPLICATION FROM YOUR SUPPORTED DEVICE, WITHOUT ENTITLING YOU TO ANY REFUND, CREDIT OR OTHER COMPENSATION FROM RAIN OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, GOOGLE INC. OR YOUR NETWORK CONNECTIVITY PROVIDER).