ELECTRONIC FUND TRANSFER (EFT) AGREEMENT

ASSIGNMENT OF YOUR EARNED WAGES  

Effective Date:  June 25, 2021

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

This Agreement between Rain Technologies Inc. and you governs the terms and conditions for Rain’s products and services offered or provided to You (each individually or collectively, as the case may be, the “Services”), including Your Rain Account or electronic fund transfer (EFT) services.  This Agreement involves terms and conditions for Rain’s Services that also involve the agreement governing the access to or the use of Rain’s website(s) or Rain’s mobile app (the “Rain App”), which agreement is Rain’s Terms of Service.

The person who uses Rain’s website or who downloads the Rain App (“You”) is agreeing to all of the terms and conditions of this Agreement and the Terms of Service that apply to the use of Rain’s website or the Rain App, as the case may be.  

By using 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 this Agreement.  

For certain types of EFT services and depending on applicable law, by entering into this Agreement, You authorize Rain to act as Your agent to receive certain types of payment on Your behalf and to process the transfer of the payment to You.  In addition, when You use the Services to obtain Rain’s service that allows You to obtain an electronic payment from Rain, which payment corresponds to a portion of your earned “Wages” (as that term is defined below), You will be assigning to Rain the intangible rights to receive a portion of Your earned Wages, in accordance with this Agreement.  

Under this Agreement, Rain may, at any time, change any condition, term, or provision of the Agreement, 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.  If Rain materially changes a provision of this Agreement, Rain will let You know by showing the revised provision when You access the Services; if Rain has your current email address, Rain also shall send You an email notifying You of the revised provision of the Agreement.  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.

Please carefully read each of the parts of this Agreement, which contains:  

        I.        Electronic Fund Transfer (EFT) Agreement

        II.        Assignment of Your Earned Wages

        III.        Fees; Arbitration Agreement; Other Terms

IMPORTANT INFORMATION WILL BE PROVIDED TO YOU IN ELECTRONIC RECORDS, SUCH AS VIA EMAIL.  

Your use of the Rain App or any part of the Services with your mobile phone, tablet, or laptop represents Your agreement, as well as Your course of dealing, to conduct transactions and communicate with Rain via electronic methods.  

You are receiving, even though You need not agree or consent to any of the terms and conditions of, Rain’s Privacy Notice, here: [Link].

Please review the Rain Terms of Service each time You have access to or use the Services.  SUBJECT TO YOUR ADDITIONAL RIGHTS IN THIS AGREEMENT, BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE MOST RECENT VERSION OF THIS AGREEMENT AND THE MOST RECENT VERSION OF THE TERMS OF SERVICE.  

        I.        Electronic Fund Transfer (EFT) Agreement

        1.        Your Rain Account; Login to Your Rain Account Constitutes Acceptance of this Agreement.  When You login and register to the Rain App to have access to and use the Services, You will be creating Your Rain Account.  Each time You have access to or use of Your Rain Account, You are signifying that You agree to all of the terms and conditions of this Agreement.  Your Rain Account is only for You, and You may not permit any person to have access to or to use Your Rain Account.  If You allow any person to have access to or to use Your Rain Account, You shall be responsible for any act (or omission) that the person makes, including for any type of transaction made by the person.

        2.        Security of Your Rain Account.  You shall be solely responsible for all actions and transactions that You or Your authorized agent or other representative make in Your Rain Account.  Except to the extent prohibited by law, Rain shall not bear any liability or any responsibility for any misuse of Your Rain Account or any loss of information relating to Your Rain Account.  You shall not disclose to or share with any person your login credentials, passwords, or other personally identifiable information that would allow access to or use of Your Rain Account (individually or collectively the “Credentials”).  

        3.        Electronic Payments.  By using Your Credentials to use Your Rain Account and the Services, You authorize Rain, or Rain’s agent, to draw a check, draft, or otherwise effect a payment transaction to or from Your Rain Account.  Without limitation, a payment transaction may be made via electronic fund transfer (EFT), wire transfer, or substitute check (each an “Electronic Payment”), and the transaction may clear and settle via an automated clearing house (ACH) or via another method that may be selected by Rain, its agent, or Your bank or credit union (or its agent).

        4.        Link to Your Primary Bank Account.  To use the Services, You shall enroll and link to Your Rain Account one or more of Your transaction accounts, such as a (i) prepaid account or (ii) a checking, money market savings, or regular savings account, that You hold with a bank or credit union (each referred to as “Your Bank”).  At all times, You shall designate one of Your transaction accounts, regardless of the type of transaction account (including any prepaid account) held at Your Bank to be linked to Your Rain Account (“Your Primary Bank Account”).  You may change Your Primary Bank Account, except to the extent that Rain prevents or postpones the change, such as to complete a pending Electronic Payment.  When You request an Electronic Payment to be made to or from Your Rain Account, Your Bank may impose a fee for its product or service to You, and Rain shall not be liable to You or any other person in connection with such fee or similar charge.  As between You and Rain, You shall be responsible for any act or omission made by Your Bank in connection with Your request of or Rain’s action relating to an Electronic Payment.    

        5.        Fees.  Rain may impose a fee or charge on You for use of the Services (each a “Fee”) relating to any Electronic Payment.  Rain may, in its sole discretion, allow You two or more options to make a payment of a Fee; provided,however, that at any time, Rain may initiate an Electronic Payment to debit Your Primary Bank Account to satisfy any amount You owe Rain for any Fee.  BY ACCESSING OR USING THE RAIN APP OR YOUR RAIN ACCOUNT, YOU SIGNIFY YOUR AGREEMENT TO PERMIT RAIN TO DEBIT OR CHARGE YOUR PRIMARY BANK ACCOUNT FOR ANY FEE YOUR ARE RESPONSIBLE FOR PAYING TO RAIN.  

        6.        Rain’s Liability for Failure to Make Electronic Payments.  If Rain does not timely initiate an Electronic Payment that You request or otherwise authorize or if Rain commits an act of gross negligence in establishing the amount of Your request for that Electronic Payment, Rain shall be liable for any loss or damage that You experience as a result of the untimely initiation of, or incorrect amount of, that payment.  However, Rain shall not be liable to You under other circumstances relating to an Electronic Payment, including:

  •         If, through no fault of Rain, You do not maintain accurate information relating to Your Primary Bank Account;
  •         If the online channel or internet system that You use when requesting the Electronic Payment is not working properly and You have knowledge of the defect in that channel or system when You are seeking to use the Rain App or Your Rain Account; or
  •         If one or more other provisions contained in this Agreement may relieve Rain of its liability.  

        7.        Confidentiality of Information.  Rain may disclose any data or other information, including any nonpublic personal information about You, to any third party in connection with Your use of Your Rain Account or Your request for an Electronic Payment if the disclosure is:

  •         Necessary to conduct or to complete any transaction for the Electronic Payment or to settle or to document the Electronic Payment;
  •         Authorized by You, which authorization may be made orally or in writing; or
  •         Permitted by Rain’s Privacy Notice.  

        8.        Consumer Liability for Unauthorized Transfers or Unauthorized Electronic Payment.  

Tell us AT ONCE if You believe the Credentials of Your Rain Account have been stolen, or if You believe that any EFT or Electronic Payment has been made without Your permission using Your Credentials.  You could lose all the money in Your Primary Bank Account (plus Your maximum overdraft line or credit).  Telephoning is the best way of keeping Your possible losses down.  You can call: 415-510-9071 or write:

CUSTOMER SUPPORT–UNAUTHORIZED TRANSACTION ALERT
258 3rd  Ave
Venice, CA 90291
415-510-9071
alex@rain.us

If You tell us within 2 business days after You learn of the loss of Your Credentials, You can lose no more than $50 if someone used Your Credentials without Your permission.  If You do NOT tell us within 2 business days after You learn of the loss of Your Credentials, or that an EFT or other Electronic Payment has been made without Your permission using Your Credentials, and we can prove we could have stopped someone from using Your Credentials without Your permission if You had told us, You could lose as much as $500. A business day is any day, other than Saturday, Sunday, or a federal holiday.

If Your statement shows EFTs that You did not make or authorize to make through Your Rain Account, tell us at once.  If You do not tell us within 60 days after the statement was mailed to You or electronically sent to You, You may not get back the money You lost after the 60-day period if we can prove that we can stop someone from taking the money if You had told us in time.  If a good reason (e.g., hospital stay) kept You from telling us within the required period(s), we will extend the time period(s).

        9.        Electronic Payment.  You may request an Electronic Payment to be initiated by Rain, based on Rain’s formula for an amount of funds that Rain may, at its discretion, provide to You in reference to an amount of funds that are due to You from Your employer.  An Electronic Payment intended to transfer funds from Rain to You in an amount corresponding to Your earned Wages is defined in this Agreement as an “Earned Wage Payment.”  You acknowledge and agree that each Earned Wage Payment is a payment to You from Rain, acting for itself, and does not constitute any payment by Rain of Wages or other benefits of any kind owed to You from any employer or other person.  Rain may, in its sole discretion, use any other term or description for an Earned Wage Payment, such as a different term designed to be used in Rain’s marketing or promotional materials.  

As between You and Rain, and solely for the purposes of this Agreement, the term “Wages” means (i) any wages, as defined by applicable state laws and regulations (which generally may be the state where you reside), and (ii) except as otherwise not permitted by applicable law, any amount of funds or value owing or due to You which funds or value correspond to any form of salary, tips, or other cash benefits due to be paid to You by an employer or other person, such as an employment firm or company You have entered into a 1099 contractor agreement with.  As between You and Rain, You warrant that, as of the time You request an Earned Wage Payment, that You: (i) have rights to the employer or other person, such as an employment firm or company You have entered into a 1099 contractor agreement with, to receive Wages; (ii) have performed all of the work or other services necessary for Your rights to the Wages; (iii) shall hold Rain harmless for any and all claims that may be made against You by any person in connection with the payment or receipt of Your Wages.  If You request an Earned Wage Payment, You shall comply with all of the terms and conditions that Rain may impose, through any mechanism on the Rain App or in Your Rain Account.  Without limiting the scope of the preceding sentence, for each Earned Wage Payment that You request, You warrant that: (a) Rain may limit the amount of funds to be transferred for the Earned Wage Payment to be at or below any threshold that Rain, acting in its sole discretion, may set; (b) all information that You provide to Rain is accurate; and (c) You will hold Rain harmless for any loss or damage that You may experience if Rain, acting in its sole discretion, limits the amount or timing of any Earned Wage Payment to conform with the thresholds or limits that Rain may establish for Your Rain Account.  This means that if the amount or the timing of an Earned Wage Payment does not conform to the thresholds or limits that Rain may establish for Your Rain Account, Rain may exercise its rights to modify Your request so that an Electronic Payment may satisfy part of Your request for the Earned Wage Payment.  

        10.        Settlement of Funds in Your Primary Bank Account.  You warrant that You are responsible for the timing of making any request for an Earned Wage Payment in order for funds to be available to You in Your Primary Bank Account.  Rain shall bear no liability of any kind relating to the time that You make a request for an Earned Wage Payment.  You warrant that You will hold Rain harmless for any and all losses, costs, or damages to You of any kind due to the timing of any settlement or availability of funds in Your Primary Bank Account, except if Rain does not timely initiate the processing of the Earned Wage Payment.  This means that, even though Rain shall be obligated to You to effect the Electronic Payment in the amount you request for each Earned Wage Payment, depending on Your Bank’s funds availability policy or other factors, the funds made available to You by Your Bank could be available to You on a date than is later than You expect (when making Your request via the Rain App) or the funds Your Bank makes available may be less than the amount You had requested.  You could, for example, receive an amount from Your Bank in Your Primary Bank Account that is less than the amount You had requested for the Earned Wage Payment if Your Bank delays access to such funds or exercises any right Your Bank may hold to set off or make any other deduction from Your Primary Bank Account.

        11.        You Authorize Rain to Act as Your Agent for Certain EFTs.   Depending on the type(s) of EFT services that Rain makes available to You (as part of the Services), You may request that Rain process one or more payments made by another person (the “payor) that are intended to be provided or are owed to You (as “payee” for each such payment).  Rain may act, in its sole discretion, to offer one or more types of EFT services to You so that there can be a transfer of funds from a payor to You.  Rain reserves the right to elect to suspend or condition the provision of any such EFT services to You.  To the extent permitted by the law that applies to You or to Rain for certain types of EFT services involving a payment from a payor to You as the payee, as between You and Rain, You authorize Rain to act as Your agent to accept each payment on Your behalf.  You warrant that, each time You request a payment to be processed by Rain, You have the authority to designate Rain as Your agent to receive such payment on Your behalf; if You elect to withdraw Your authorization for Rain to act as Your agent, You warrant that You shall not use the Services in any manner that indicates Your approval for Rain to process a payment from a payor to You.  If You use the Services such that You authorize Rain to act as Your agent, then as between You and Rain, Rain warrants that: (i) Rain shall receive a payment from a payor in accordance with the payor’s instruction; (ii) upon acceptance of the instruction by the payor and receipt of funds therefor, the payment to Rain constitutes payment to You (and discharges the payor’s obligation for that payment); and (iii) Rain shall process such payment to effect the credit of funds to Your Primary Bank Account (which You have designated, as of the time the transaction is initiated).  Without limiting the scope of the preceding sentence, You acknowledge and agree that Rain has no duty to You to inspect or correct any instruction given by the payor when Rain acts as Your agent to receive a payment on Your behalf, and You agree to hold Rain harmless for any type of error that may occur in such payment (except that Rain shall not be held harmless if Rain commits any act or omission causing the error).  You acknowledge and agree that, as necessary or appropriate, You or Rain may communicate to any person (including any payor) that Rain is authorized to act as Your agent when You are the payee for one or more payments.  

        12.        Statements for Your Rain Account.  You have the right to receive an account statement showing transactions in Your Rain Account.  You may view Your Rain Account statement by logging into Your Rain Account on the Rain App.

  1. Transfers. You can get a receipt at the time you make any transfer to or from Your Rain Account using the Rain App.
  2. Periodic statements.  Rain shall provide You with a monthly account statement (unless there are no transfers in a particular month).  In any case, You will receive a statement for Your Rain Account at least quarterly.

13.        Security Measures for Your Rain Account and Electronic Payments.  

Under certain circumstances, in order to protect Your Rain Account and the security and integrity of the network that uses the Rain App or the Services, Rain may, in its sole discretion, take account-level or transaction-level actions.  Rain’s decision about limitations and holds may be based on confidential criteria that are essential to Rain’s management of risk and the protection of the Rain App or the Services, its customers, or its service providers.  Rain may use propriety fraud and risk modeling when assessing the risk associated with Your Rain Account.  Rain also may be restricted by regulation or a governmental authority from disclosing certain information to You about such decisions.  Rain shall not have any obligation to disclose to You information regarding Rain’s risk management or its security procedures.

  1.         Limitations on frequency of Electronic Payments.  For security reasons and other reasons, Rain imposes limits on the number or frequency of Electronic Payments You can make using Your Rain Account.  Rain may, in its sole discretion, restrict the transactions that You may make for Earned Wage Payments, such as by permitting up to five transactions each pay period.
  2.         Limitations on dollar amounts of Electronic Payments.  Rain may, in its sole discretion, restrict the amount that You may request for an Electronic Payment.  For example, Rain may allow You to request an Earned Wage Payment in an amount that is up to half of Your earned Wages (as of the time of the request) for that Electronic Payment.
  3.         Account limitations.  Limitations are implemented to help protect Your Rain Account or to protect Rain’s Services.  Your Rain Account may be limited when:
  • Rain suspects someone could be using Your Rain Account without Your knowledge;
  • Another financial institution, such as Your Primary Bank, advises that someone has used Your linked payment methods without permission;
  • Rain is obligated by the law to do so; or
  • Rain reasonably believes You have breached this Agreement.

You will need to resolve any issues with Your Rain Account before a limitation can be removed.  Normally, this is done after You provide Rain with the information that is requested. However, if Rain reasonably believes a risk still exists after You have provided us that information, Rain may take action to protect itself, its users, a third party, or You from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

  1.         Holds. A hold is an action that Rain may take either at the transaction level or the account level.  When Rain places a hold on an Electronic Payment, the money is not available to either the depositor or the recipient.  Rain reviews several factors before placing a hold on an Electronic Payment, including transaction activity in the account.  Rain may place a hold on transactions involving Your Rain Account if Rain, in its sole discretion, believes that there may be a high level of risk associated with You or Your Rain Account, or that placing such a hold is necessary based on a number of factors.  Risk-based holds may remain in place for up to 180 days from the date the Electronic Payment was made.  Rain may release the hold earlier under certain circumstances, but any earlier release is at Rain’s sole discretion.

        II.        Assignment of Your Earned Wages

        1.        Assignment.  As between You and Rain, You warrant that, as of the time You request an Electronic Payment that is an Earned Wage Payment, that You: (i) have rights to the relevant employer or other person, such as an employment firm or company You have entered into a 1099 contractor agreement with, to receive Wages; (ii) have performed all of the work or other services of any kind necessary for Your rights to the full amount of the Wages, without any condition or qualification, including any inspection of work, right of discount, setoff, or “clawback” that may be exercised by the employer or person owing the obligation to You to pay Wages earned; (iii) shall hold Rain harmless for any and all claims that may be made against You by any person in connection with the payment or receipt of Your Wages.  Upon each request You make for an Earned Wage Payment, You grant, assign, and transfer to Rain any and all rights that You hold corresponding to the Wages for that request.

        2.        You Do Not Have Any Right of Revocation; You Agree to Hold Rain Harmless.  Upon each request for an Earned Wage Payment, Your assignment to Rain of any and all of the rights to Your Wages is irrevocable.  You have no right to reverse or countermand any instruction You make on the Rain App or otherwise in Your Rain Account to assign any and all rights to Rain of Your Wages.  This means that: (i) once You complete a transaction (e.g., click “complete” or “submit” when requesting an Electronic Payment), Rain, and not You, holds all of the rights to Your Wages that corresponds to the amount of the Earned Wage Payment; and (ii) Your paycheck (or other distribution paid to You as a 1099 contractor) when paid by Your employer or other person will reflect the deduction or other subtraction of the Wages You have earned or otherwise are entitled to receive.  You shall hold Rain harmless for any and all losses or damages that You may experience due to the reduction in Your paycheck which results, directly or indirectly, from the request You had made for an Earned Wage Payment.  

        3.        Rain May Further Assign Rights to Receive Your Earned Wages.  By using Your Rain Account, and upon each of Your requests for an Earned Wage Payment, You warrant that only You hold the rights to Your earned Wages.  You further warrant that You have not entered into any other agreement or transaction that could provide any person with rights to Your Wages.  Upon Your assignment to Rain of any and all of the rights to Your earned Wages in connection with any Earned Wage Payment, Rain may, in its sole discretion, assign its rights to any person, regardless of the time in relation to effecting any Electronic Payment.

        4.        Your Consent to Allow Rain to Monitor Your Accounts to Enforce Rain’s Rights.  By using Your Rain Account, and upon each of Your requests for an Earned Wage Payment, You signify Your consent to allow Rain to use any method that Rain, in its sole discretion, may select to monitor or otherwise collect information about Your accounts for the purpose of enforcing Rain’s rights under this Agreement.  This means that You agree that Rain may collect data pertaining to Your Primary Bank Account or any other account in order to monitor transactions to allow Rain to assess whether You are using any other services provided by another party that could impair or obstruct Rain’s rights to Your assignment of Your earned Wages.  

        III.        Fees; Arbitration Agreement; Other Terms  

  1. 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.

  1. BINDING ARBITRATION

ARBITRATION NOTICE:  THIS AGREEMENT CONTAINS 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 this Agreement or the Terms of Service for the Services, including for Rain’s website or the Rain App, at any time.  If Rain materially changes this Agreement or the Terms of Service, Rain will let You know by showing the revised Terms of Service to You 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.

  1. 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 this Agreement or the 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 Article III 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 this Agreement or the 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 Article III.  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 this Agreement.  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 Article III may be amended from time to time in accordance with this Agreement.  If you did not opt out of mandatory arbitration as provided above, You may reject any change Rain makes to this Article III by sending Rain a notice within thirty (30) days after first becoming subject to the amended Agreement.  Send Your notice rejecting changes to this Article III 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 Article III, 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 Article III.  If you wish to reject additional changes to this Article III, You must notify Rain in accordance with this Article III for each change in accordance with the terms hereof.

  1. 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 this Agreement and the Terms of Service, You are agreeing to all of the terms and conditions relating to Rain’s collection, use, or disclosure of personally identifiable information about You, in accordance with Rain’s Privacy Notice.  If there is a conflict between the Terms of Service and Rain’s Privacy Notice, Rain’s Privacy Notice shall have precedence with respect to the subject matter covered by it, and otherwise the Terms of Service shall have precedence.  

  1. TERM

The Services shall be provided from the date on which You download or register for the Services and accept this Agreement, and the Services shall continue until terminated.  

  1. ASSIGNMENT

Any right or license granted to You under this Agreement or any other agreement may be transferred or assigned by You only with Rain’s prior written consent.  For any rights that Rain holds under this Agreement or any other agreement between Rain and You, Rain may assign its rights without restriction and without notice to You.