platform agreement
Last updated October 3, 2022

This Platform Agreement (the “Platform Agreement”) is a binding agreement between Company (“Company” or “you”) 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”) or use of any Services (as defined below). “Company” here refers to the company that is applying for, or has opened, an account to use the Services and/or a Rain Card.

By accessing the Site or by applying for or using the Services, you represent that you have read and agree to be bound by these Platform Agreement, the Card Terms, the Authorized User Agreement and the Rain Privacy Policy  and any other agreements between us (including any amendments or supplements, the “Additional Agreements”) each of which is incorporated by reference into this Platform 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. 

THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE ALL CLAIMS AND CONTAINS IMPORTANT DISCLAIMERS OF WARRANTIES, LIMITATIONS ON LIABILITY AND WAIVERS.  Please read the entire Platform Agreement, but please read all capitalized provisions carefully as they contain important disclaimers and limitations.

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. 

  1. 1.Services

The products and services (the “Services”) consist of a corporate card for use for corporate and business expenses (a “Rain Card”) by authorized users of the Company and include the ability to add authorized users for the Rain Card(s), view spending, set limits, and remit repayment. The Services may only be used by legal entities or businesses 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 banking partners (“Banking Partners”) or other third party service providers (“Third Party Providers”) with whom we have contracted. As a condition to your use of the Services, you may also be required to agree to additional terms and conditions related to the Services with us or such banking or other partners. 

  1. 2.Opening Your Rain Account

When you apply for 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, date of birth, 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 Banking 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. In setting up your Rain Account with us, you agree that you will provide true and accurate information. If any of the information you previously provided has changed, you agree to update Rain with your current information as soon as practicable. 

  1. 3.Your Linked Wallet

When opening your Rain Account, you, or an authorized employee or designee on your behalf, will also be required to connect at least one Linked Wallet when submitting your application. A “Linked Wallet” will be a digital asset wallet that will allow you, or an authorized employee or designee on your behalf, to store collateral in the form of digital assets for your use of a Rain Card. 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. 

We reserve the right to decline you for an account or to terminate your Rain Account for any reasons permitted by applicable law including 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 asset wallets in addition to your primary Linked Wallet. We reserve the right to cap the number of additional wallets (“Additional Wallets”) that you may add to your 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. 

  1. 4.Company Administrators; Company Users

You must authorize one or more individual administrators (the “Company Administrators”) to use and manage your Rain Account. Such Company Administrator may add, manage, and delete users for use of the Rain Card on your behalf (the “Company Users”) and carry out other functions as permitted by us. You understand that the Company Administrator will also have access to Company Information and Personal Information and may carry out tasks such as requesting new cards, repayment, and requesting spending limits. You are responsible for any action or inaction by the Company Administrators when such 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, in Rain’s sole discretion. 

A Company Administrator will also be considered a Company User. Each Company User will need to agree to the User Terms and any other agreement required by our Banking 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 account, you are responsible for authorizing such Company Users to use a Rain Card. In doing so, you represent and warrant, and if necessary, will ensure each Company User: (1) complies with this Platform Agreement (including, for avoidance of doubt, the 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 expense or activity prohibited by our Prohibited Activities List ; (4) is not a person who is blocked or sanctioned by the United States Government, including those individuals identified by the United States Office of Foreign Asset Controls (OFAC). 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 Banking Partners or Third Partners to obtain, share, and use such User’s Personal Information. 

  1. 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. 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 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. 

  1. 6.Eligibility; Compliance with Laws

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 Banking 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. 

You agree that you will not engage in any activities in your use of the Services that are contrary to 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 Administrator or Company Users are located in a country that is subject to the 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 Administrator or 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 which is not business expenses 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, including those identified by the United States Office of Foreign Asset Controls (OFAC); (5) for any of the activities on our Prohibited Activities List ; (6) for the withdrawal of cash, any other cash advances, or the purchase of any cash-like items; or (7) any other restricted activity as determined by us or our Banking 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. 

  1. 7.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, nonsublicensable, nontransferable 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. 

  1. 8.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. 

  1. 9.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. 

  1. 10.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 electronically 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. 

  1. 11.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 Administrator and any Company User will not (each, a “Restricted Activity”): 

  1. 1.Use the Sites or the Services for a fraudulent or unlawful purpose; 
  2. 2.Use the Sites or Services to violate the legal rights of others, including others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users; 
  3. 3.Impersonate any person; 
  4. 4.Interfere with or disrupt the operation of the Sites or the Services or the servers or networks used to make the Sites or Services available; 
  5. 5.Restrict or inhibit any other person from using the Sites or the Services; 
  6. 6.Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purpose, any portion of, use of, or access to the Sites or Services; 
  7. 7.Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Sites or Services; 
  8. 8.Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather Rain’s content or reproduce or circumvent Rain’s navigational structure or presentation; 
  9. 9.Use any data mining, robots, scraping, decomposing, decompiling, disassembling, reverse engineering, or similar data gathering or extraction methods; 
  10. 10.Post, transmit, or otherwise make available on the Sites any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking;” 
  11. 11.Do anything in connection with Sites or Services not expressly authorized by these Platform Agreement. 

11. Representations and Warranties

In addition to other representations and warranties provided by you in this 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 Information and Personal Information provided is and shall be complete, accurate, and current. 

12. General

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.

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. 

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 SITES OR THE SERVICES AVAILABLE OR ALLOW ACCESS TO THE SITES 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 SITES OR 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 SITES OR USE 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. 

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 Banking 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 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. 

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. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration section below 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. 

Arbitration

PLEASE READ THIS "BINDING ARBITRATION" PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND RAIN. 

You and Rain agree that any and all past, present and future Disputes 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, the Card Terms, the Authorized User Agreement and the Rain Privacy Policy, and any Additional Agreements (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). 

Before filing a claim against Rain, you agree to try to resolve the Dispute informally by notice to Rain of the actual or potential Dispute. Similarly, Rain will provide 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. 

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 this 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. 

You and Rain both agree to arbitrate. 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. 

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. 

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. 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. 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 Agreement. 

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. 

Notwithstanding your and Rain’s agreement to arbitrate Disputes, You and Rain retain the right to bring an individual action in small claims court. 

Except as otherwise required by applicable law or provided in this 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 New York, New York. 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. 

This agreement to arbitrate shall survive the termination or expiration of this 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 Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph. 

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. 

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 Site or 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 may suspend or block your use of the Sites or 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 this Platform Agreement, please email us at support@raincards.xyz.