The first time you access Rain’s Bill Pay service (“Bill Pay Service” or “Service”), you agree to be bound by the terms and conditions of this Bill Payables Agreement (“Agreement”) and acknowledge its receipt and your understanding of its terms.

Introduction

This Agreement explains the terms and conditions for accessing the Bill Pay Service functionality and conducting Bill Pay transactions via the Rain Platform.

This is your bill paying agreement with Rain. You may use Rain’s Bill Pay Service to make payments from the Rain Platform to the Vendors you choose in accordance with this Agreement. The terms and conditions of this Agreement are incorporated into, and in addition to, the Rain Platform Agreement, and any other applicable written agreements in effect and as amended from time to time governing your Account (the “Account Rules”).

As used in this Agreement, the terms “Company”, "you" or "your" means each entity and authorized user, who acknowledges the bill paying enrollment form or is otherwise authorized to use the Service. "Vendor" means anyone, including Rain, you designate, and Rain accepts as a Vendor.

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I. THE PARTIES.

This Agreement is a binding agreement between Company, hereafter referred to as “Debtor” and Signify Holdings, Inc., including its affiliates, successors, and assigns (hereafter referred to as “Creditor”).

HEREINAFTER, the Debtor and Creditor (“Parties”) agrees to the following:

II. BALANCE. In consideration of the Debtor’s faith to repay the Current Balance in this Agreement, the Creditor shall pay the full Current Balance (“Amount Owed”) by Debtor to the designated merchant the “Vendor”.

III. REPAYMENT AND COLLATERAL. To satisfy the Amount Owed for Creditor Assuming the Current Balance, the Debtor agrees to repay the Creditor under the following terms: In full within 3 business days. In addition, and subject to the Rain Platform Agreement. Debtor agrees that they will maintain existing collateral in the collateral smart contracts such that at no point will Debtor’s existing purchase obligations, plus the value owed under this agreement and any other similar agreements, exceeds the amount of collateral locked in the smart contracts. Debtor understands that should the total value spent on their Rain account, plus the value owed under this and similar agreements, exceeds the value locked in the smart contracts, Debtor may experience a liquidation event.

IV. DEFAULT. If for any reason the Debtor should not uphold their obligations under any section or portion of this Agreement, the Debtor shall be considered in default. Under such an event, the remaining balance of the Amount Owed shall be due within five (5) business days with the Debtor liable to pay all reasonable attorney's fees and costs of collection of the Creditor. In addition, the Creditor may reclaim any property or goods in connection with the Amount Owed, hold and dispose of the same, and collect expenses, together with any deficiency due from the Debtor, subject to the Debtor's right to redeem said items pursuant to law.

V. FEES AND FINANCING CHARGES. The Debtor may incur fees and financing charges. These charges represent the current fee cap and will only be assessed if you request one or more of the services listed here or if the Creditor has to effect payment through liquidation. There will be no charge for any item if needed to correct a Creditor error. Net effective fees and charges for a specific transaction will be disclosed on the Platform prior to the origination of a Bill Pay transaction. Rain reserves the right to amend these fees and charges from time to time.

Domestic Payment Request $35.00
Domestic Transaction Fee no higher than (1.00% x transaction value)
Stop Payment $35.00
Returned Payable due to Debtor Error $25.00
Liquidation Penalty $100.00

VI. NO ADDITIONAL OBLIGATIONS. In agreeing to this agreement, Creditor agrees to purchase the debt of debtor owed to Vendor as it exists at the time. Under no circumstances will the Creditor be obliged to pay for any adjustments, changes, or recalculations for the debt, or any future obligations that may arise between Debtor and Vendor.

VII. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (“Governing Law”).

VIII. SEVERABILITY. The unenforceability or invalidity of any clause in this Agreement shall not have an impact on the enforceability or validity of any other clause. Any unenforceable or invalid clause shall be regarded as removed from this Agreement to the extent of its unenforceability and invalidity. Therefore, this Agreement shall be interpreted and enforced as if it did not contain the said clause to the extent of its unenforceability and invalidity.

IX. EXISTING TERMS. Debtor agrees that they are still bound by other agreements between Debtor and Creditor including but not limited to the Rain Platform Agreement, The Rain Privacy Policy, and the Rain User Agreement.

X. SUCCESSORS AND ASSIGNS. This Agreement binds and is for the benefit of successors and permitted assigns of each party. Debtor may not assign this Agreement or any rights under it without Creditor’s prior written consent which may be granted or withheld in Creditor's discretion. Creditor may, without the consent of or notice to Debtor, sell, transfer, or grant participation in any part of Creditor’s obligations, rights or benefits under this Agreement.

XI. INDEMNIFICATION. Debtor will indemnify, defend and hold harmless Creditor and its officers, employees, and agents against: (a) obligations, demands, claims, and liabilities asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) losses or expenses incurred, or paid by Creditor from or consequential to transactions between Creditor and Debtor (including reasonable attorney’s fees and expenses), except for losses caused by Creditor’s gross negligence or willful misconduct. The Debtor represents, and warrantees’ information collected for the purposes of establishing a new Vendor and will hold-harmless the Creditor for errors arising from Debtor error.

XII. TIME OF ESSENCE. Time is of the essence for performance of all obligations in this Agreement.

XIII. SEVERABILITY OF PROVISION. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

XIV. AMENDMENTS IN WRITING. All amendments to this Agreement must be in writing.

XV.   SURVIVAL. All covenants, representations and warranties made in this Agreement continue in force while any Obligation remains outstanding. Debtor’s indemnification obligations survive until all statutes of limitations for actions that may be brought against Creditor have run.

XVI. ADDITIONAL TERMS & CONDITIONS.

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XVII. ENTIRE AGREEMENT. This Agreement contains all the terms agreed to by the Debtor and Creditor relating to this subject matter, including any attachments or addendums, but incorporates the existing terms and contracts described in IX, above.

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