This Rain Platform Agreement is a binding agreement between the entity or sole proprietor on whose behalf a Rain Account (defined below) is applied for or is created (“Company” or “you”), including all Company Users (defined below), and Signify Holdings, Inc., including its affiliates, successors, and assigns (“Rain,” “we”, or “us”) regarding your use of the Rain website at https://www.raincards.xyz/ (including any subdomains or mobile applications of such sites) (the “Sites”) and use of any Services (as defined below).
Important Disclosures
By accessing the Site or by applying for or using the Services, you represent that you have read and agree to be bound by this Rain Platform Agreement, the Rain Corporate Card Terms, the Corporate Authorized User Agreement, the Rain Bill Payables Agreement, the Rain Privacy Policy, any other applicable addenda listed on the Rain Legal page, and any other agreements between us (including any amendments or supplements thereto) (collectively, the “Platform Agreement”) each of which forms a part of and is incorporated by reference into this agreement. If you do not agree to this Platform Agreement, please do not access the Sites or use the Services.
In exchange for gaining access to the Services, you are consenting to receive all notices and communications from us electronically.
Section 12 of this Platform Agreement requires you to arbitrate any disputes arising out of or relating to this Platform Agreement in an individual arbitration and not a class arbitration. You acknowledge and understand that by accepting this Platform Agreement you waive any right to a trial by jury or to otherwise bring any claims in court arising out of this Platform Agreement or to participate in any type of class action or class proceeding relating to this Platform Agreement. PLEASE REVIEW THE ARBITRATION CLAUSE AND NOTICES SET FORTH SECTION 12 OF THIS PLATFORM AGREEMENT.
Rain is not a bank or federally insured depository institution. Your Rain Card may be issued by Rain or a Rain partner. The issuer of your card is displayed on your card.
Rain is not a custodian of Digital Assets (defined below). At no time does Rain have control over the Digital Assets in your digital wallet. You are solely responsible for the custody and management of the Digital Assets that you use in connection with the Services. Digital Assets are not legal tender and are not backed by any government. Digital Assets are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. You accept and acknowledge that there are risks associated with holding and using Digital Assets, including but not limited to, the risk of losing access to your digital wallet due to loss of private keys, seed words or other credentials, or an unauthorized third party gaining access to same. You acknowledge and accept all such risks and release us completely from all liability that may arise in connection with your Digital Assets and/or digital wallet. “Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol and/or blockchain network.
If you have any questions about the Services or this Platform Agreement please email support@raincards.xyz.
1. Accepting this Agreement
This Platform Agreement becomes effective and legally binding when you apply for a Rain Account (defined below) by following the instructions on the Rain Platform (defined below). You and we agree to comply with, and be bound by, this entire Platform Agreement. You should retain and carefully review this entire Platform Agreement. By completing your application for a Rain Account (and unless you promptly reject the arbitration clause), you agree to the Arbitration Clause even if you do not use the Rain Account or the Rain Card (defined below).
2. Services
The “Services” include a corporate card issued to your Company to be used for legitimate corporate and business expenses (a “Rain Card”), a web application platform where users are able to view spending, set limits, remit repayment and manage their team members (“Rain Platform”), the Sites, along with any related hosted applications, mobile or other downloadable applications, as well as any other technology and services provided by us. The Rain Card and Rain Platform are to be used and accessed exclusively by authorized users of the Company. The Services provided may only be used by legal entities or sole proprietorships and their authorized users. The Services or the issuance of the Rain Card may be offered by a subsidiary or affiliate of Rain, or by one or more of our issuing partners (“Issuing Partners”) or other third party service providers (“Third Party Providers”) with whom we have contracted. Rain Cards issued by Issuing Partners and Third Party Providers may be subject to additional terms and conditions of such issuer. As a condition to your use of the Services, you may be required to additional terms and conditions related to the Services with us or Issuing Partners and Third Party Providers.
3. Opening Your Rain Account
Before you are able to access certain of the Services, you, or an authorized employee or designee on your behalf, will be required to open an account with us (a “Rain Account”). As part of the account opening process, you, or an authorized employee or designee on your behalf, will be required to provide certain information about the Company (such Company data may include, for example, company name, employer identification number, documentary information to verify your status as a company, and address) (“Company Information”) and certain personally identifiable information about one of your authorized users of the Rain Card, beneficial owners, employees, directors or principal officers, or individuals authorized to act on your behalf (such personal information may include, for example, name, email address, or telephone number of such individuals) (“Personal Information”). Our collection, use, and sharing of Company Information and Personal Information will be governed by the Privacy Policy.
We, our Issuing Partners, or Third Party Providers may (1) rely on the accuracy of all such Company Information and Personal Information when opening, maintaining and using your Rain Account; (2) approve or deny your application(s) or grant you provisional access to the Services; (3) deny, interrupt, suspend, or terminate your access to your Rain Account for any reason, with or without prior notice to you, including where required Company Information or Personal Information is incomplete, inaccurate or out of date. You represent and warrant that you will keep all such Company Information and Personal Information current, complete and accurate in your Rain Account whether we provide you with full or provisional access, by contacting Rain and providing any updated Company Information or Personal Information. You agree that you will provide true and accurate information to us in connection with your Rain Account application. If any of the information you previously provided has changed, you agree to promptly update Rain with your current information.
4. Your Linked Wallet
When opening your Rain Account, you, or an authorized employee or designee on your behalf, will be required to connect at least one Linked Wallet (defined below) when submitting your application. A “Linked Wallet” will be a digital wallet that will allow you, or an authorized employee or designee on your behalf, to post collateral in the form of Digital Assets to enable your use of the Rain Platform and Rain Account. You represent and warrant that the Linked Wallet will be exclusively owned by, or exclusively controlled by, the Company, an employee of the Company, or an authorized designee of the Company. You give us consent to review and diligence the Linked Wallet, including through the use of third parties. We reserve the right to block or reject any Linked Wallet if it does not pass our diligence process. If we do not approve a Linked Wallet, you may not be able to open a Rain Account or access the Rain Platform.
We do not provide a digital wallet service and do not at any time have custody, possession, or control over your Digital Assets.
We reserve the right to decline your application for a Rain Account or to terminate your Rain Account for any reasons permitted by applicable law, including, without limitation, if you violate this Platform Agreement or any other agreements you may have with us or our partners, if you provide inaccurate or incomplete information to use as part of the application to open a Rain Account, or if we are unable to verify your identity or approve your Linked Wallet.
Once your account has been set up, you may add one or more additional users who can log in with digital wallets in addition to your primary Linked Wallet for repayment or storing collateral on your Rain Card(s). We reserve the right to cap the number of additional digital wallets (“Additional Wallets”) that you may add to your Rain Account or deny any such Additional Wallets. You give us consent to review and diligence any Additional Wallet, including through the use of third parties. We reserve the right to block or reject any Additional Wallet if it does not pass our diligence process. Ultimately, you are responsible for any activity associated with your Linked Wallet or Additional Wallets. You will promptly notify us if you become aware of any unauthorized access or use of your Linked Wallet or Additional Wallets. You represent and warrant that any Additional Wallet(s) will be exclusively owned by, or exclusively controlled by, the Company, an employee of the Company, or an authorized designee of the Company.
You are solely responsible for maintaining the security of your Linked Wallet(s), including your credentials, private key, and/or seed phrase. You agree that Rain, and any of its employees, contractors, vendors, and subsidiaries, are not liable for any malfunction, inoperability, restrictions, or lack of usability of any Linked Wallet. You further agree that any Linked Wallet remains the property of, and under the control of, the Company, and that Rain has no responsibility, duty or control, of said Linked Wallet, and agree to waive all claims against Rain for any actions or inactions related to the use of the Linked Wallet as it connects or interfaces with the Rain Platform.
4. Company Administrators; Company Users
You must authorize one or more individual administrators (each, a “Company Administrator”) to use and manage your Rain Account. Any such Company Administrator may add, manage, and delete users of the Rain Card (such users together with Company Administrators, collectively, the “Company Users” and each, a “Company User”) on your behalf and carry out other functions as permitted by us. You understand that any such Company Administrators will also have access to Company Information and Personal Information and may carry out tasks such as issuing new cards, repayment, and requesting spending limits. You are responsible for any action or inaction by any such Company Administrator when the Company Administrator is using the Rain Account.
In the event of a dispute regarding who is authorized to act on behalf of the Company in connection with a Rain Account, you agree that Rain is not obligated to adjudicate any such dispute and may continue to honor instructions from any designated Company Administrator or suspend the Rain Account or limit use of the Services unless and until the dispute is resolved, at Rain’s sole discretion.
Each Company User will need to agree to the User Terms and any other agreement required by our Issuing Partners or Third Party Providers before such individuals can access the Rain Account or use a Rain Card.
While the Company Administrator may add Company Users to the Rain Account, you are responsible for authorizing such Company Users to use a Rain Card. In doing so, you will ensure each Company User: (1) complies with this Platform Agreement (including, for avoidance of doubt, the Corporate User Agreement and Commercial User Agreement); (2) uses the Rain Card for a bona fide business expense related to the Company; (3) does not use the Rain Card for expenses or activities prohibited by our “Prohibited Activities List” ; (4) is not a person who is blocked or sanctioned by the United States Government or other any other applicable government or organization, including those individuals identified by the United States Department of Treasury’s Office of Foreign Assets Control (OFAC), the United Kingdom Office of Financial Sanctions Implementation at His Majesty’s Treasury (OFSI), the European Union Consolidated List, and the Consolidated United Nations Security Council Sanctions List. You will obtain consent to share any Personal Information of such Company User that you then share with us which we may then use in accordance with our Privacy Policy, and for us or our Issuing Partners or Third Partners to obtain, share, and use such User’s Personal Information.
5. Security and Managing your Rain Account
You will not share your Rain Account details with any third party unless you are authorizing such third party to use your Rain Account in accordance with this Platform Agreement. Ultimately, you are responsible for any activity associated with your Rain Account. You will promptly notify us if you become aware of any unauthorized access to or use of your Rain Account. You will disable user access to the Rain Account if you suspect or know of unauthorized use or access to your Rain Account.
6. Eligibility
In order to be eligible to use the Services, you must be domiciled either in the United States or a jurisdiction in which we have the ability to issue a Rain Card either independently or through one or more Issuing Partners or Third Party Providers. The Rain Card is for corporate or business expenses only and may not be used by individuals not affiliated or employed by a legal business. We may impose additional eligibility requirements at our sole discretion.
7. Prohibitions, Compliance, & Restrictions
You agree that you will only use your Rain Account, including all Rain Cards associated with such Rain Account, for business purposes and will not use the Rain Account for any unlawful purpose. If you use your Rain Account for any such purpose, we may declare you to be in default under this Platform Agreement and we may block such transactions and/or terminate your Rain Account, but you still will be liable to us for all charges relating to such transactions and all other transactions on your Rain Account at the time it is closed. Further, you agree that you will not allow any other person to use the Rain Account without our consent. However, your breach of any of these promises will not affect or limit your liability to us with respect to your purchases. If you authorize or allow any person to use your Account, such authorization will be deemed to extend to all purchases by such person, even if not intended by you, and will continue until you have taken all steps necessary to prevent any further use of the Rain Account by such person, even if you have advised us that such person is no longer authorized to use the Rain Account.
7.1 Compliance with Laws
You agree that you will not engage in any activities in your use of the Services that are contrary to any applicable laws or regulations of the United States or the jurisdiction in which you are domiciled. You represent and warrant that neither you nor your Company Users are located in a country that is subject to any United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and neither you nor your Company Users are listed on any United States government list of prohibited or restricted parties. By using the Services, you represent and warrant that you are eligible to do so. If we determine, in our sole discretion, that we are not permitted to transact business with you under the laws of the United States or any other jurisdiction, we reserve the right to not do so.
The Rain Card may not be used: (1) for any expense that is not a business expense related to or for the benefit of the Company; (2) by any third party not affiliated with the Company or any individual who is not a Company User; (3) for any personal, family, or household expense; (4) by any individual or entity who is blocked or sanctioned by the United States or any other applicable jurisdiction, including, without limitation, those identified by the United States Department of Treasury’s Office of Foreign Assets Control (OFAC); (5) for any of the activities on our “Prohibited Activities List” or any other restricted activity as determined by us or our Issuing Partners or Third Party Providers. We may update the Prohibited Activities List from time to time. It is your responsibility to periodically check the Prohibited Activities List and ensure that both you and your Company Users are not using the Rain Card for any such activities. If we determine that a Rain Card is being used in violation of this section, we may suspend, terminate, or limit access to your Rain Account without prior notice to you.
7.2 Restricted Activities
As a condition to accessing the Site or using the Services, you agree that you will not, and will ensure that your Company Users will not (each, a “Restricted Activity”):
7.3. Additional prohibitions
For a full list of prohibitions, see the Prohibition list at the www.raincards.xyz/legal/docs/prohibitions
8. Change of Terms
We reserve the right to amend this Platform Agreement 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 Platform Agreement was last updated. Subject to applicable law, we may at any time change, add to or delete terms and conditions of this Platform Agreement, including interest rates, platform fees, and other provisions, including this Change of Terms provision. Such changes may be based on our anti-fraud policies and procedures, your level of compliance with this Platform Agreement, prevailing economic conditions and/or any other factors. We will give you notice of any change, addition or deletion as required by applicable law. As of the effective date, the changed terms, at our option, will apply to new purchases and the outstanding balances of your Account, to the extent permitted by applicable law.
9. Spending Power; Available Credit.
(a) Your credit limit and available spending power is based multiple factors including, without limitation, the value of the collateral you may have posted into the Smart Contracts. You may increase or decrease your available spending power at any time by contributing or removing collateral. Rain, for operational and risk management purposes, reserves the right to decline or otherwise limit transaction authorizations. Rain may also close your Rain Account or suspend your ability to use the Account at any time for any reason, at our discretion. We will provide any notice required by applicable law if we take any adverse action on your Rain Account. Your collateral shall remain in your control in the event Rain terminates your Account and any unencumbered assets will be available for withdrawal or transfer, unless prohibited by law. Any assets that are frozen as a result of law enforcement or sanctions compliance will remain inaccessible and in the smart contract.
(b) At any time, your available spending power equals the excess (if any) of your credit limit over your outstanding Account balance (including principal, fees, pending transactions, and interest charges). You agree not to attempt any purchase that exceeds your available credit. We are not required to approve any purchase if the amount of the purchase exceeds your available credit but we may authorize and pay any such purchase in our absolute discretion. Whenever the outstanding balance of the Account exceeds your credit limit, you agree to pay us the difference on demand. Due to the nature of credit card transactions and settlement delays, your available spending power may become negative. Should your available spending power become negative, you agree to pay the difference within three (3) business days of notice being issued.
10. Fees
Some Services, including access to the Rain Platform and the use of Rain Cards may have associated transaction, finance or other fees, which Rain will disclose in advance of charging. Disclosure may be provided in the Platform Agreement (including any applicable addenda), by Notice or prior to affirmative agreement through the Services.
11. Beta Services
Rain may make experimental products and services (“Beta Services”) available to you, which may be subject to additional terms and conditions. You acknowledge that Beta Services may be unstable and subject to frequent, substantial interruptions and to erroneous output and operation. You agree not to use any Beta Services for any mission critical or other important functions without taking appropriate precautions to prevent loss or damage resulting from such use.
12. Dispute Resolution and Arbitration
PLEASE READ THIS "DISPUTE RESOLUTION AND ARBITRATION" PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND RAIN.
12.1 Binding Arbitration
(a) You and Rain agree that any and all past, present and future Disputes (defined below) shall be determined by arbitration, unless 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. “Dispute” means any dispute, claim, or controversy between you and Rain that arises out of or relates to (i) this Platform Agreement (including any addenda hereto or other terms incorporated herein by reference), (ii) the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of the agreement to arbitrate hereunder, or (iii) any Services (including, without limitation, the Rain Card).
(b) 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 this Platform Agreement.
12.2 Arbitration Procedure
(a) Before filing a claim against Rain, you agree to try to resolve the Dispute informally by providing written notice to Rain of the actual or potential Dispute. Similarly, Rain will provide written notice to you of any actual or potential Dispute to endeavor to resolve any claim we 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") the name of Company, the Notifying Party's contact information for any communications relating to 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.
(b) If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (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 this Platform Agreement, 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.
(c) You and Rain each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth under Section 12.3 below. You and Rain agree that the American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules (the "Rules"). The 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. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. 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 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.
(d) 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.
(e) Filing costs and administrative fees shall be paid in accordance with the AAA Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded.
(g) You and Rain agree that, notwithstanding anything to the contrary in the Rules, the arbitration of 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, 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.
12.3 Small Claims
Notwithstanding your and Rain’s agreement to arbitrate Disputes, You and Rain retain the right to bring an individual action in small claims court.
12.4 Class Waiver
To the extent applicable law permits, any dispute arising out of or relating to this Platform Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Platform Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.
12.5 No Jury Trial
If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Platform Agreement.
12.6 Venue and Jurisdiction for Judicial Proceedings
Except as otherwise required by applicable law or provided in this Platform Agreement, 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 Dover, Delaware. Both you and Rain irrevocably consent to venue and personal jurisdiction there; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.
12.7 Confidentiality
The existence of and all information regarding any Dispute will be held in strict confidence by the parties and will not be disclosed by either party except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.
12.8 Survival
This agreement to arbitrate shall survive the termination or expiration of this Platform Agreement. 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 this Platform Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.
13. Customer Privacy
Our privacy policy is provided separately in accordance with applicable law and can be viewed online at www.raincards.xyz/legal/privacy-policy-2 .
14. Headings
The section headings of this Platform Agreement are inserted only for convenience and are in no way to be construed as substantive parts of this Platform Agreement.
15. Ownership and License; use of Company Logo
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, the Services, your Rain Account, and your Rain Card and including, without limitation, the Rain name, logo, and any other trademarked material and including all the content on the Sites or the Services (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.
Provided that you are eligible for use of the Site and the Services, you are granted a limited, revocable, non-sublicensable, non-transferable license to access and use the Rain IP solely for your own use and not for distribution (including to download or print these Platform Agreement so long as you do not remove any copyright or other notice as may be contained in such content). Any other use of the Rain IP is strictly prohibited and will terminate the license granted herein. Any rights not expressly granted herein are reserved by Rain.
You agree that "www.raincards.xyz/", “Rain” and Rain’s word marks, logos, page headers, custom graphics, button icons, and scripts are Rain’s or its affiliate’s service marks, trademarks, and/or trade dress (“Rain Trademarks”). Nothing in these Platform Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Rain’s Trademarks without Rain’s prior and express written consent. All goodwill generated from the use of Rain’s Trademarks will inure to our exclusive benefit.
You agree we may publicly reference you as a Rain customer on our website or in communications during the term of this Platform Agreement, including displaying your Company logo. You grant Rain a limited license to use Company trademarks or service marks for this purpose. If you elect to revoke this license, please notify us.
16. Solicited User Content; Unsolicited Submissions
From time to time, we may ask you or your Company Users 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.
17. 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 or any Company User 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.
18. Electronic Signature; Communications
By registering for a Rain Account, you agree that such registration constitutes your electronic signature, and you consent to us providing notices to you, your Company Administrators, and Company Users, including in each case those required by law, and you shall ensure that all Company Administrators and Company Users consent to receiving User Notifications, electronically. You understand that this consent has the same legal effect as a physical signature.
Our Notices to you will be effective if provided to a Company Administrator or Company Users electronically through the Services or through your Rain Account, via email, SMS message (subject to limitations below) or any other method in which we may designate from time to time.
We will request additional consent to send Company Administrators and Company Users SMS messages where required. Company Administrators or Company Users may cancel SMS messaging at any time by texting "STOP" to the short code. After a Company Administrator or Company User sends the SMS message "STOP" to us, we will send such Company Administrator or Company User an SMS message to confirm that such Company Administrator or Company User has been unsubscribed from receiving SMS messages. After this, such Company Administrator or Company User will no longer receive SMS messages from us. Such Company Administrator or Company User may resume receiving text messages by providing authorization via the Services and we will start sending SMS messages to the Company Administrator or Company User again.
Company Administrators and Company Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically. You acknowledge that you are solely responsible for ensuring that no notices are blocked or delayed by any spam filter or otherwise. Please notify us immediately if you are or believe you are having problems receiving any notices from us.
For additional information about electronic communications please see the Rain Electronic Communications Notice.
19. Representations and Warranties
In addition to other representations and warranties provided by you in this Platform Agreement, you represent and warrant that (a) Company is and will continuously throughout this Platform Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation you disclose to us in your application for the Rain Account; (b) Company Administrators have requisite organizational power and authority to conduct business on and manage Company's Rain Account in all respects, including delegating access or authority to other Company Users, and Company has irrevocably authorized each and every action taken by any Company Administrator that relates to this Platform Agreement, the Services, or any Rain Card; (c) you are opening an account on behalf of a Company organized and registered in the jurisdiction you disclose to us in your application for a Rain Account, and that you are not opening an account as a consumer; (d) you, the Company Administrator and the Company Users will not engage in activities prohibited by this Platform Agreement; and (e) all Company Data and Personal Data provided is and shall be complete, accurate, and current.
20. Disclaimers; Limitation of Liability; Indemnity
(a) Disclaimer of Warranties
THE SITES AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING EXPRESS OR IMPLIED WARRANTIES. RAIN DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITES AND THE SERVICES TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, INCLUDING ANY LIABILITY FOR ERRORS OR OMISSIONS IN ANY INFORMATION PROVIDED ON THE SITES OR SERVICES, ANY WARRANTIES REGARDING THE OPERABILITY OF THE SITES OR SERVICES, OR ANY LIABILITY FOR ANY SERVICE INTERRUPTIONS OR SYSTEMS FAILURES THAT MAY AFFECT THE SITES OR SERVICES AT ANY TIME.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ASSUME ALL RISKS ASSOCIATED WITH ANY FAILURE OF ANY: (A) SERVICES OR DATA PROVIDED UNDER THIS PLATFORM AGREEMENT TO BE ACCURATE AND ERROR-FREE; (B) SERVICES TO MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) SERVICES TO BE USABLE BY COMPANY, COMPANY ADMINISTRATORS, OR COMPANY USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SERVICES TO BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (E) ANY DEFECTS IN THE SERVICES TO BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.
WE CANNOT GUARANTEE AND DO NOT WARRANT THAT YOUR ACCESS TO THE SITES OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT THE SITES OR THE SERVICES WILL BE FREE OF COMPUTER VIRUSES, TROJAN HORSES, WORMS, MALWARE OR OTHER HARMFUL COMPONENTS
WE ARE NOT LIABLE TO YOU AND TAKE NO RESPONSIBILITY FOR ANY USE OF DIGITAL ASSETS OR YOUR LINKED WALLET (WHETHER FOR YOUR USE IN CONNECTION WITH THE SERVICES OR OTHERWISE), OR THE SMART CONTRACTS ASSOCIATED WITH THE SERVICES INCLUDING BUT NOT LIMITED TO (i) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (ii) SERVER FAILURE OR DATA LOSS; (iii) UNAUTHORIZED ACCESS OR USE; (iv) THE COMPANY’S OR UNAUTHORIZED THIRD-PARTY’S ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST YOU OR THE SERVICES; (v) FLUCTUATIONS IN THE PRICE OF DIGITAL ASSETS; OR (vi) ANY LOSSES OR INJURY DUE TO A VULNERABILITY, FAILURE, OR DEGRADED PERFORMANCE OF ANY DIGITAL ASSET, DIGITAL WALLET, BLOCKCHAIN, OR TECHNOLOGY INCORPORATED INTO THE SERVICES.
The framework for the regulation of Digital Assets is rapidly evolving and subject to change. You understand that it is your responsibility to ensure that you are using the Services in a manner that is consistent with applicable laws, rules, and regulations.
If you are a user from a jurisdiction that does not allow the exclusion of certain types of warranties, you agree that the foregoing section titled “Disclaimer of Warranties” is intended to be as broad as permitted under the laws of such jurisdiction. If any portion of this section is held to be invalid under the laws of such jurisdiction, the invalidity of such portion will not affect the validity of the remaining portions of the applicable sections.
(b) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING IN THESE PLATFORM AGREEMENT TO THE CONTRARY, IN NO EVENT WILL WE, OUR AFFILIATES OR OUR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU, ANY COMPANY ADMINISTRATOR, OR ANY COMPANY USER IN CONNECTION WITH THE USE OF THE SERVICES OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF INTANGIBLES, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, LOSS OF SECURITY OF INFORMATION OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT RAIN WOULD NOT MAKE THE SERVICES AVAILABLE OR ALLOW ACCESS TO THE SERVICES TO YOU WITHOUT SUCH LIMITATIONS. THESE LIMITATIONS WILL APPLY EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU FOR ANY LOSS, DAMAGE, OR CLAIM, RELATED TO OR ARISING OUT OF YOUR USE OF THE SERVICES EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE PRECEDING THREE MONTHS OR USD $10,000 IF YOU HAVEN’T PAID ANYTHING TO ACCESS THE SERVICES.
If you are a user from a jurisdiction that does not allow the limitation of certain liabilities, you agree that the foregoing section titled “Limitation of Liability” is intended to be as broad as permitted under the laws of such jurisdiction. If any portion of this section is held to be invalid under the laws of such jurisdiction, the invalidity of such portion will not affect the validity of the remaining portions of the applicable sections.
(c) Indemnity
You will indemnify and defend each of Rain and its affiliates, and their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all claims, litigation, investigations, proceedings, losses, damages, fines, penalties, liabilities, settlements, costs, fees, and expenses incurred by any Indemnitee or asserted against any Indemnitee by any person: (1) arising out of, in connection with, related to, or as a result of, a breach by you or by any Company Administrator or Company User of any of the representations, warranties, covenants, or agreements contained in this Platform Agreement, the User Terms, the Card Terms, any terms applicable to any Third Party Provider or any other agreements with Rain or any Issuing Partner or that otherwise relate to the Services or the use of the Rain Cards; (ii) for amounts owed by Company to third parties; (iii) for acts or omissions of Company Administrators, Company Users, or other Company employees or agents; (iv) for Company's use of the Services; or (v) for disputes over charges between Company and merchants. 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.
If you are a user from a jurisdiction that does not allow the certain indemnification obligations, you agree that the foregoing section titled “Indemnity” is intended to be as broad as permitted under the laws of such jurisdiction. If any portion of this section is held to be invalid under the laws of such jurisdiction, the invalidity of such portion will not affect the validity of the remaining portions of the applicable sections.
21. Governing Law
This Platform Agreement will be interpreted in accordance with the laws of the State of Delaware without regard to conflict-of-law provisions. Pursuant to Section 12.6, judicial proceedings (other than small claims actions) that are excluded from the binding arbitration requirement of Section 12.1 above must be brought in state or federal court in Dover, Delaware, unless we both agree to some other location, and you hereby consent to the venue and personal jurisdiction of such court.
21. Miscellaneous
The Platform Agreement is between you and Rain and this Platform Agreement will not vest any rights, either on your behalf or otherwise, to any third party from your use of the Services provided, however, that affiliates of Rain are intended third party beneficiaries of these Platform Agreement (including in particular and without limitation, the “Arbitration”, “Limitation of Liability”, “Disclaimer of Warranties”, and “Indemnity” sections). This Platform Agreement, including incorporated terms, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties.
The failure of Rain or its affiliates to exercise or enforce any right or provision of this Platform Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provisions of this Platform Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
You agree that Rain may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. Rain is not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable notice that we have received such an order.
You agree that Rain may, in its sole discretion, suspend or block your use of the Services for any reason, including, without limitation, if Rain believes that you have violated or acted inconsistently with the letter or spirit of this Platform Agreement. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. You may not assign your rights or obligations under this Platform Agreement to any other party without our prior written consent. Rain may freely assign its rights and obligations under this Platform Agreement at any time without notice.
If you have any questions about these Platform Agreement, please email us at support@raincards.xyz.