These User Terms govern your access to the Site and use of the Services, each as defined under the Platform Agreement entered into between Rain and Company. Capitalized terms used in these User Terms are defined in the Platform Agreement. “Company” means the company that is applying for or has opened a Rain Account to use the Services. References to “You” or “User” mean you, an individual authorized to use the Services on Company’s behalf.
You understand that you have access to the Services only to the extent authorized, and for the sole benefit of, the Company. You understand that the Rain Card is not a personal use card and that Rain does not directly provide the Services to you. You understand that Company is responsible for your compliance with the Platform Agreement and that both you and Company are responsible for your compliance with the User Terms. You acknowledge that the Company is a beneficiary of these User Terms. You also consent to receive all communications from Rain electronically as described in these User Terms.
By using the Services available to you under Company’s Rain Account, you consent to and agree to these User Terms. You agree to abide by the terms of the Platform Agreement, the Card Terms, these User Terms, all applicable law, and Card Network rules in connection with your use of the Company’s Rain Account and Services.
We reserve the right to amend these User Terms or impose additional obligations or restrictions on you at any time. We will use commercially reasonable efforts to notify you in advance of any changes that impose material obligations on you. Notwithstanding the foregoing, by continuing to use the Services, you agree to be bound by such amendments or additional obligations or restrictions. The date on the top of this page shows when the User Terms were last updated.
These User Terms require you to arbitrate any disputes arising under these User Terms in an individual arbitration and not a class action or class arbitration. See the Binding Arbitration provision below for details. If you do not wish to be subject to arbitration, you may opt out of the arbitration provision by following the instructions set forth in the section titled “Arbitration” within the time frame specified in that Section.
Prior to using the Services on behalf of the Company, you will need a Company Administrator to add you as an authorized Company User and provide you access to the Rain Account.
Eligibility
By using Services you represent and warrant in your individual capacity that:
You are not a person who is blocked or sanctioned by the United States Government, including those identified by the United States Office of Foreign Asset Controls (OFAC), nor are you located, organized, or resident in region that is the subject of sanctions.
You are an employee, contractor, or agent affiliated with and authorized to use the Services on Company’s behalf.
You will use the Services exclusively for purposes permitted by the Card Terms and the Platform Agreement.
All information you provide to us, either directly or through a Company Administrator, is and will be true, correct, and complete.
You will not use the Rain Card for personal, family, or household use.
You will not use the Rain Card to make any cash withdrawals, make any cash advances, or purchase any cash-like items.
You have reviewed the Platform Agreement, the Card Terms, and these User Terms
Access to the Sites and Services
You may access the Sites and the Services to the extent that (and only for so long as) you are authorized to do so by the Company and us. We or the Company may limit or terminate your access to any of the foregoing at any time, without notice. You agree not to circumvent or attempt to circumvent the security of the Services for any purpose, including to gain access to any Services or which you are not authorized.
Electronic Signature
You agree that using the Services available to you under Company’s Rain Account constitutes your electronic signature. You also agree that your electronic consent has and will have the same legal effect as a physical signature.
Use of your Personal Information
To use the Services, you may be required to provide your Personal Information (including, for example, your name, date of birth, and email address) to the Company Administrator, the Company, or us. You acknowledge and agree that you have authorized the Company or the Company Administrator to share your Personal Information with Rain. You agree that you have provided the Company and the Company Administrator with Personal Data that is true, complete, and correct. We will use your Personal Information to, among other permitted uses under Rain’s Privacy Policy, verify your identity, verify that you are not a person who is blocked or sanctioned by the United States Government, including OFAC and otherwise confirm that you are eligible to use a Rain Card.
You acknowledge that you have read Rain’s Privacy Policy and understand how Rain may collect, use, and share your Personal Data. Please review it carefully and email us at support@raincards.xyz if you have any questions. By using the Services, you agree that we may use your Personal Data in accordance with our Privacy Policy.
Use of the Service and Rain Card
You acknowledge and agree that you have read and understood the Prohibited Activities List and that you will not engage in any such activities when using the Services or the Rain Card.
You acknowledge and agree that you will not use the Rain Card (1) for any expense which is not a business expenses incurred by you related to or for the benefit of the Company; (2) for any purpose prohibited by the Platform Agreement or the Card User Terms; (3) for any cash withdrawals, make any cash advances, or purchase any cash-like item; (4) for, with, or for the benefit of any individual or entity, or in connection with any region, that is blocked or sanctioned by the United States, including those identified by OFAC; for personal, family, or household use.
Security and Safeguards
You will use all reasonable means to protect your Rain Cards and log-in credentials to the Rain Account from unauthorized use. You will not allow any other person or third party to use the or Services or the Rain Card on your behalf. You will immediately notify a Company Administrator where you know or suspect that access to your Rain Account has been compromised or your Rain Card has been lost, stolen, or compromised in any way.
Communications
Rain has an established business relationship with the Company. You will receive notices to the email and mobile numbers provided to Rain by you or Company. These notices may include push notifications, and text or SMS messages providing information or alerts about Services, the Rain Card, or transactions, and may allow you to provide information back to Rain (such as sending a receipt from a transaction). You may elect to not receive certain notices through the Rain Account but doing so will limit the use of certain Services and may increase the financial risks to Company.
You are required to maintain an updated web browser and computer and mobile device operating systems to receive notices correctly. You are responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically.
You consent to receiving notices electronically to your mobile device and understand that this consent has the same legal effect as a physical signature. If you wish to revoke this consent, please notify your Company Administrator.
Commercial Use Only
Company’s Rain Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to transactions on Company’s Rain Account or your use of the Services.
Ownership of Rain IP
You agree that Rain or one of its affiliates owns all right, title, and interest in, or has a license to, any design, text, sounds recordings, images, software, code, system, technology, content, procedures and other intellectual property used or embedded in the Sites or the Services including, without limitation, the Rain name, logo, and any other trademarked material and including all the content on the Sites (collectively, the “Rain IP”).
You may not copy, transmit, display, distribute, repost, reproduce, republish, perform, license, alter, frame, store for subsequent use, modify or otherwise use in whole or in part in any manner any Rain IP without our prior written consent or unless as expressly permitted herein.
Solicited User Content; Unsolicited Submissions
From time to time, we may ask you to provide feedback, information, or ideas on the Sites or the Services, for example in the form of customer surveys or other interactions we may have with you (collectively, “Solicited User Content”). Unless otherwise indicated, any such Solicited User Content will be deemed and remain the property of Rain, are non-confidential, and may be used by us without any restriction or compensation owed to you.
In order to avoid any misunderstanding, legal or otherwise, we do not accept or consider or review unsolicited materials, feedback, or ideas on the Sites or the Services (“Unsolicited User Content”). Should you send any Unsolicited User Content to us, you acknowledge and waive any claims against Rain and its affiliates regarding any similarities between your Unsolicited User Content and any products, services, or features that Rain may build or design in the future.
Third Party Sites and Content
From time to time, Rain may provide links to, or by using the Site or the Services you may have access to or be directed to, third party websites (“Third Party Sites”) or articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (“Third Party Content”).
We do not have control over these Third Party Sites and/or Third Party Content and are not responsible for the content or access (or lack of access) to these other Third Party Sites and/or Third Party Content.
If you decide to leave the Site and access any Third Party Site (including accessing any Third Party Content), you do so at your own risk and you should be aware that our terms and policies no longer govern.
Suspension and Termination
Rain may suspend or terminate your access to Company’s Rain Account or the Services at any time and for any reason, in our sole and absolute discretion, without prior notice, including if directed by Company or Company Administrator. In the event that the Platform Agreement with Company is terminated, these User Terms will immediately terminate (other than sections giving rise to continued obligations of the parties that survive termination).
Indemnification
You agree to indemnify Rain (including Rain's affiliates and Rain’s and each such affiliate's employees and contractors) and hold them harmless from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys' fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Rain or any of the other indemnitees specified above by any third party due to your breach of the Platform Agreement, the Card Terms, these User Terms, all applicable law, and Card Network rules fraud, gross negligence or willful misconduct. Rain may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Rain for the reasonable fees of such counsel and all related costs and reasonable expenses.
Limitation of Liability
RAIN IS NOT LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THESE USER TERMS OR TO THE SERVICES OR RAIN CARDS, INCLUDING YOUR USE OF OR INABILITY TO USE SERVICES OR RAIN CARDS, WHETHER OR NOT RAIN WAS ADVISED OF THEIR POSSIBILITY BY YOU OR THIRD PARTIES. YOU ACKNOWLEDGE THAT RAIN PROVIDES SERVICES (INCLUDING RAIN CARDS) SOLELY TO (AND SOLELY FOR THE BENEFIT OF) THE COMPANY, AND THAT RAIN SHALL HAVE NO LIABILITY TO YOU WHATSOEVER IN CONNECTION WITH ANY BREACH, FAILURE OR OTHER PROBLEM OR ISSUE WITH RESPECT TO THE SERVICES, INCLUDING ANY RAIN CARD.
Arbitration
PLEASE READ THIS "DISPUTE RESOLUTION BY BINDING ARBITRATION" PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND RAIN, SUBJECT TO THESE TERMS AND OPT-OUT OPTION SET FORTH BELOW.
You and Rain agree that any and all past, present and future disputes, claims, or causes of action arising out of or relating to your use of any of the Services (including but not limited to any Rain Card), these User Terms, or any other controversies or disputes between you and Rain (including, without limitation, disputes regarding the effectiveness, scope, validity or enforceability of this agreement to arbitrate) (collectively, "Dispute(s)"), shall be determined by arbitration, unless (A) you opt out as provided below; or (B) your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and Rain further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction.
Rain wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Rain, you agree to try to resolve the Dispute informally by contacting Rain at support@raincards.xyz to notify Rain of the actual or potential Dispute. Similarly, Rain will undertake reasonable efforts to contact you to notify you of any actual or potential dispute at the email address that you provided to us (if any) or via the Company to resolve any claim Rain may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") your name, the Notifying Party's contact information for any communications relating to such Dispute (including for the Notifying Party's legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.
If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.
We both agree to arbitrate (unless you opt out as described below). You and Rain each agrees to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth below.
If you do not wish to be subject to this agreement to arbitrate, you may opt out of this arbitration provision by sending a written notice to Rain at support@raincards.xyz within thirty (30) days of first accepting these Terms. You must date the written notice, and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with Rain through arbitration. If no written notice is submitted by the 30-day deadline, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to the exceptions set forth below. By opting out of the agreement to arbitrate, you will not be precluded from using the Services, but you and Rain will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.
The American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought (the "AAA Rules"). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. Subject to any limitations of liability (to the extent valid and enforceable), the arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Rain users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section 13 shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may -- if selected by either party or as the chair by the two party-selected arbitrators -- participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
You and Rain further agree that the arbitration will be held in the English language in New York, New York, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. If Rain elects arbitration, Rain shall pay all of the AAA filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, Rain will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator(s) finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided herein or required by law. This agreement to arbitrate shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.
Any Dispute shall proceed on an individual basis, and neither you nor Rain may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Rain will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR RAIN SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.
Notwithstanding your and Rain's agreement to arbitrate Disputes, You and Rain each retains the right (A) to bring an individual action in small claims court; and (B) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Except as otherwise required by applicable law or provided in these Terms, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and Rain agree that any judicial proceeding may only be brought in a court of competent jurisdiction in New York, New York. Both you and Rain consent to venue and personal jurisdiction there; provided that either party may bring any action to enforce its intellectual property rights or confirm an arbitral award in any court having jurisdiction.
This agreement to arbitrate shall survive the termination or expiration of these Terms. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Terms unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.
16. Governing Law
These User Terms will be interpreted in accordance with the laws of the State of Delaware without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration section above must be brought in state or federal court in Delaware, unless we both agree to some other location, and you hereby consent to the venue and personal jurisdiction of such court.
